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DRAFT RED HERRING PROSPECTUS
Dated September 28, 2025
Please read Section 32 of the Companies Act 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
(Please scan this QR
code to view the DRHP)
ELEVATE CAMPUSES LIMITED
(Formerly known as Good Host Spaces Limited)
CORPORATE IDENTITY NUMBER: U74994MH2005PLC339336
REGISTERED AND CONTACT
E-MAIL AND TELEPHONE WEBSITE
CORPORATE OFFICE PERSON
Naman Midtown, Unit No 902-906, Nishthi Haresh E-mail: www.elevatecampuses.com
9th Floor, Tower B, Senapati Bapat Dharmani companysecretary@elevatecampuses.com
Marg, Lower Parel, Mumbai Company Secretary Tel: +91 22 6820 1600
400 013, Maharashtra, India and Compliance
Officer
OUR PROMOTERS: GENIUS BIDCO HOLDINGS PTE. LTD. AND GENIUS RAJKOT INVESTMENT HOLDINGS PTE. LTD.
DETAILS OF THE ISSUE
FRESH ISSUE OFFER FOR
TYPE TOTAL ISSUE SIZE* ELIGIBILITY AND SHARE RESERVATION
SIZE* SALE SIZE
Fresh [●] Equity Shares Not applicable [●] Equity Shares bearing The Issue is being made pursuant to Regulation 6(2) of the
Issue bearing face value face value of ₹1 each Securities and Exchange Board of India (Issue of Capital and
of ₹1 each aggregating up to Disclosure Requirements) Regulations, 2018, as amended
aggregating up to ₹25,500.00 million (“SEBI ICDR Regulations”) as our Company does not fulfil
₹25,500.00 requirements under Regulation 6(1)(a) of SEBI ICDR
million Regulations. For further details, see “Other Regulatory and
Statutory Disclosures – Eligibility for the Issue” on page 535.
For details in relation to share allocation and reservation
among Qualified Institutional Buyers (“QIBs”), Non-
Institutional Investors (“NIIs”), Retail Individual Investors
(“RIIs”), see “Issue Structure” on page 555.
DETAILS OF THE OFFER FOR SALE
WEIGHTED AVERAGE
NUMBER OF OFFERED COST OF ACQUISITION
NAME OF SELLING
TYPE SHARES/ AMOUNT (IN ₹ PER EQUITY SHARE
SHAREHOLDERS
MILLION) BEARING FACE VALUE OF
₹1 EACH (IN ₹)
Not applicable
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is ₹1 each. This being the first public issue of Equity Shares of our Company, there has been no formal
market for the Equity Shares. The Floor Price, Cap Price and Issue Price each as determined and justified by our Company in consultation with
the Book Running Lead Managers (“BRLMs”), in accordance with SEBI ICDR Regulations, on the basis of the assessment of market demand
for the Equity Shares by way of the Book Building Process, as stated in “Basis for Issue Price” on page 140 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 an 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 investors should not invest any funds in the Issue unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including
the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of
the investors is invited to “Risk Factors” on page 39.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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
Draft 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 Draft 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 offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Issue, [●] is
the Designated Stock Exchange.
DETAILS OF BOOK RUNNING LEAD MANAGERSNAME AND LOGO OF BOOK RUNNING LEAD MANAGERS CONTACT E-MAIL AND TELEPHONE
PERSON
E-mail: elevate.ipo@jmfl.com
JM Financial Limited Prachee Dhuri
Tel: + 91 22 6630 3030
IIFL Capital Services Limited E-mail:
Gaurav Mittal /
(formerly known as IIFL Securities elevatecampuses.ipo@iiflcap.com
Pawan Kumar Jain
Limited) Tel: + 91 22 4646 4728
E-mail:
Morgan Stanley India Company
Dhruv Lowe elevate_ipo@morganstanley.com
Private Limited
Tel: + 91 22 6118 1000
REGISTRAR TO THE ISSUE
Name of the Registrar Contact person E-mail and Telephone
E-mail:
Elevatecampuses.ipo@kfintech.com
KFin Technologies Limited M. Murali Krishna
Tel: +91 40 6716 2222/ 1800
3094001
BID/ ISSUE PERIOD
Anchor Investor Bid/ Issue opens Bid/ Issue closes
[●] [●] [●]
Bidding Date(1) on(1) on(2)(3)
1. Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/ Issue Opening Date.
2. Our Company in consultation with the BRLMs, may decide to close the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date, in accordance with
the SEBI ICDR Regulations.
3. UPI mandate end time and date shall be at 5:00 pm on the Bid/ Issue Closing Date.
* Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, aggregating up to ₹5,100.00 million, as may be permitted under
applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our
Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject
to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”). The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of
the Issue. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.DRAFT RED HERRING PROSPECTUS
Dated September [●], 2025
Please read Section 32 of the Companies Act 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
ELEVATE CAMPUSES LIMITED
(Formerly known as Good Host Spaces Limited)
Our Company was originally incorporated as “Woodstock Ambience Private Limited” on April 8, 2005, as a private limited company under the Companies Act, 1956 at Bengaluru, Karnataka, India, pursuant to a certificate of incorporation
issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC Bengaluru”). The name of our Company was changed to “Good Host Spaces Private Limited”, pursuant to a resolution passed by our Board dated October 14, 2017, and
a special resolution passed by our Shareholders dated November 29, 2017, and a fresh certificate of incorporation dated January 9, 2018, was issued by the RoC Bengaluru. Upon conversion of our Company into a public limited company,
pursuant to a resolution passed by our Board on July 29, 2025 and a special resolution passed by our Shareholders on July 31, 2025, the name of our Company was changed to “Good Host Spaces Limited”, and a fresh certificate of incorporation
dated August 20, 2025 was issued by the RoC. Thereafter, pursuant to a resolution passed by our Board on August 21, 2025 and a special resolution passed by our Shareholders on August 29, 2025, the name of our Company was subsequently
changed to “Elevate Campuses Limited”, pursuant to a re-branding exercise and a fresh certificate of incorporation was issued by the Registrar of Companies, Central Processing Centre on September 8, 2025. For details of changes in the
registered office of our Company, see “History and Certain Corporate Matters – Changes in the registered office of our Company” on page 336.
Corporate Identity Number: U74994MH2005PLC339336
Registered and Corporate Office: Naman Midtown, Unit No 902-906, 9th Floor, Tower B, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India
Contact Person: Nishthi Haresh Dharmani, Company Secretary and Compliance Officer; E-mail: companysecretary@elevatecampuses.com; Telephone:+91 22 6820 1600; Website: www.elevatecampuses.com
OUR PROMOTERS: GENIUS BIDCO HOLDINGS PTE. LTD. AND GENIUS RAJKOT INVESTMENT HOLDINGS PTE. LTD.
INITIAL PUBLIC OFFERING OF [●] EQUITY SHARES BEARING FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF ELEVATE CAMPUSES LIMITED (FORMERLY KNOWN AS GOOD HOST SPACES LIMITED)
(“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE (“ISSUE PRICE”) AGGREGATING UP TO ₹25,500.00 MILLION (“ISSUE”).
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A PRE-IPO PLACEMENT OF SPECIFIED SECURITIES AGGREGATING UP TO ₹5,100.00 MILLION, AS MAY BE PERMITTED UNDER APPLICABLE
LAW, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY IN
CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE ISSUE, SUBJECT TO
COMPLIANCE WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957 (“SCRR”). THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE ISSUE.
PRIOR TO THE COMPLETION OF THE ISSUE, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO 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 (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN
THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹1 EACH AND 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 BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND
ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED MARATHI DAILY NEWSPAPER, MARATHI ALSO BEING THE REGIONAL
LANGUAGE OF MAHARASHTRA, INDIA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED) AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE IN ACCORDANCE WITH
THE SEBI ICDR REGULATIONS AND SHALL BE MADE AVAILABLE TO STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Issue Period will be extended for at least three additional Working Days after such revision of 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 may, in consultation with the Book Running Lead Managers, 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, will 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 Book Running Lead Managers and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
The 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, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein
at least 75% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, “QIB Portion”), 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 (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion
(excluding the Anchor Investor Portion) (“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 QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, then the entire application money will be refunded
forthwith. Further, not more than 15% of the Issue shall be available for allocation to non-institutional investors (“Non-Institutional Investors” or “NIIs” and such portion, “Non-Institutional Portion”) 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 and
under-subscription in either of these two sub-categories of 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. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, 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. Further, not more than 10% of the Issue shall be available for allocation to retail individual investors (“Retail
Individual Investors” or “RIIs” and such portion “Retail Portion”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All Bidders (other than Anchor Investors) shall mandatorily participate in
this Issue through the Application Supported by Block Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID for UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the SCSBs or
the Sponsor Bank(s), as the case may be. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, specific attention is invited to “Issue Procedure” on page 559.
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is ₹1 each. This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The Floor Price, Cap Price and Issue Price each as determined and justified by our
Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in “Basis for Issue Price” on page 140 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 an 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 investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended
or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 39.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 Draft 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 offered through the 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 letters dated [●] and [●],
respectively. For the purpose of this Issue, [●] is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies Act 2013. For
details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 626.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
JM Financial Limited IIFL Capital Services Limited (formerly known as IIFL Morgan Stanley India Company Private Limited KFin Technologies Limited
7th Floor, Cnergy Securities Limited) Altimus, Level 39 & 40 Selenium, Tower-B, Plot No. 31 & 32, Financial District
Appasaheb Marathe Marg 24th Floor, One Lodha Place, Senapati Bapat Marg Pandurang Budhkar Marg, Worli Nanakramguda, Serilingampally, Rangareddi
Prabhadevi, Mumbai 400 025 Lower Parel (West), Mumbai 400 013 Mumbai 400018 Hyderabad 500 032
Maharashtra, India Maharashtra, India Tel: + 91 22 6118 1000 Telangana, India
Tel: + 91 22 6630 3030 Tel: + 91 22 4646 4728 E-mail: elevate_ipo@morganstanley.com Tel: + 91 40 6716 2222/ 1800 309 4001
E-mail: elevate.ipo@jmfl.com E-mail: elevatecampuses.ipo@iiflcap.com Website: www.morganstanley.com E-mail: Elevatecampuses.ipo@kfintech.com
Website: www.jmfl.com Website: www.iiflcapital.com Investor grievance e-mail: Website: www.kfintech.com
Investor grievance e-mail: grievance.ibd@jmfl.com Investor grievance e-mail: ig.ib@iiflcap.com investors_india@morganstanley.com Investor grievance e-mail: einward.ris@kfintech.com
Contact person: Prachee Dhuri Contact person: Gaurav Mittal / Pawan Kumar Jain Contact person: Dhruv Lowe Contact person: M. Murali Krishna
SEBI registration no.: INM000010361 SEBI registration no.: INM000010940 SEBI registration no.: INM000011203 SEBI registration no.: INR000000221
BID/ISSUE PERIOD
A Bn ic dh do inr
g
I n Dv ae ts et (o 1)r [●] Bid/ Issue opens on(1) [●] Bid/ Issue closes on(2)(3) [●]
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/
Issue Opening Date.
(2) Our Company, in consultation with the BRLMs, may decide to close the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date, in accordance with the SEBI ICDR Regulations.
(3) UPI mandate and time end date shall be at 5:00 pm on the Bid/ Issue Closing Date.TABLE OF CONTENTS
SECTION I - GENERAL ..................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
SUMMARY OF THE ISSUE DOCUMENT .................................................................................................. 16
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................... 31
FORWARD-LOOKING STATEMENTS ....................................................................................................... 37
SECTION II – RISK FACTORS ...................................................................................................................... 39
SECTION III – INTRODUCTION ................................................................................................................... 85
THE ISSUE ..................................................................................................................................................... 85
SUMMARY OF RESTATED CONSOLIDATED SUMMARY STATEMENT............................................ 87
SUMMARY OF PRO FORMA FINANCIAL INFORMATION .................................................................... 93
GENERAL INFORMATION .......................................................................................................................... 96
CAPITAL STRUCTURE .............................................................................................................................. 104
OBJECTS OF THE ISSUE............................................................................................................................ 123
BASIS FOR ISSUE PRICE ........................................................................................................................... 140
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ........................................................................ 150
SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 158
INDUSTRY OVERVIEW ............................................................................................................................. 158
PROPOSED ACQUISITIONS ...................................................................................................................... 270
OUR BUSINESS ........................................................................................................................................... 293
KEY REGULATIONS AND POLICIES ...................................................................................................... 329
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 336
OUR SUBSIDIARIES ................................................................................................................................... 343
OUR MANAGEMENT ................................................................................................................................. 357
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 375
DIVIDEND POLICY .................................................................................................................................... 379
SECTION V – FINANCIAL INFORMATION ............................................................................................. 380
RESTATED CONSOLIDATED SUMMARY STATEMENT ..................................................................... 380
INDEPENDENT AUDITOR'S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION……………………………………………………………………...........…381
COMPILATION REPORT ON PRO FORMA FINANCIAL INFORMATION………....…………………454
FINANCIAL STATEMENTS FOR K-12 ENTITIES AND CAMPUSES ................................................... 496
OTHER FINANCIAL INFORMATION ....................................................................................................... 497
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 501
CAPITALISATION STATEMENT .............................................................................................................. 521
FINANCIAL INDEBTEDNESS ................................................................................................................... 522
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 524
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ..................................... 524
GOVERNMENT AND OTHER APPROVALS ........................................................................................... 530
OUR GROUP COMPANIES ........................................................................................................................ 533
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 535
TERMS OF THE ISSUE ............................................................................................................................... 549
ISSUE STRUCTURE .................................................................................................................................... 555
ISSUE PROCEDURE ................................................................................................................................... 559
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................ 579
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 581
SECTION IX – OTHER INFORMATION .................................................................................................... 626
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 626
DECLARATION………………………………………………………………………………………………630SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies or unless otherwise specified, the following terms and
abbreviations have the following meanings in this Draft Red Herring Prospectus, and references to any statute or
rules or guidelines or regulations or circulars or notifications or clarifications or policies will include any
amendments, clarifications, modifications, replacements or re-enactments notified thereto, from time to time and
any reference to a statutory provision shall include any subordinate legislation made from time to time under that
provision. Further, the Issue related terms used but not defined in this Draft Red Herring Prospectus shall have
the meanings ascribed to such terms under the General Information Document. In case of any inconsistency
between the definitions given below and the definitions contained in the General Information Document (as
defined below), the definitions given below shall prevail.
Unless the context otherwise indicates, all references to “the Company”, and “our Company”, are references to
Elevate Campuses Limited (formerly known as Good Host Spaces Limited), a public limited company
incorporated in India under the Companies Act, 1956, with its Registered and Corporate Office at Naman
Midtown, Unit No 902-906, 9th Floor, Tower B, Senapati Bapat Marg, Lower Parel, Mumbai 400 013,
Maharashtra, India.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act 2013, the SEBI ICDR
Regulations, the SEBI Listing Regulations, the SCRA, the Depositories Act or the rules and regulations made
thereunder, as applicable. Notwithstanding the foregoing, the terms used in “Basis for Issue Price”, “Statement
of Possible Special Tax Benefits”, “Our Business”, “Industry Overview”, “Key Regulations and Policies”,
“Restated Consolidated Summary Statement”, “Outstanding Litigation and Other Material Developments”,
“Government and Other Approvals”, “Restrictions on Foreign Ownership of Indian Securities” and “Main
Provisions of the Articles of Association” on pages 140, 150, 293, 158, 329, 380, 524, 530, 579 and 581,
respectively, shall have the meanings ascribed to such terms in the relevant sections.
General Terms
Term Description
“our Company” or “the Elevate Campuses Limited (formerly known as Good Host Spaces Limited), a public limited
Issuer” or “the Company” company incorporated under the Companies Act, 1956, having its Registered and Corporate
Office at Naman Midtown, Unit No 902-906, 9th Floor, Tower B, Senapati Bapat Marg,
Lower Parel, Mumbai 400 013, Maharashtra, India
“we” or “us” or “our” or Unless otherwise stated, references in this section to “we”, “our”, “us” or “Elevate Platform”
“Elevate Platform” are to the Balance Sheet Date Group, Pre Acquisition Group and Post Acquisition Group,
on a collective basis, as of the respective dates.
Company Related Terms
Term Description
“Articles of Association” or The articles of association of our Company, as amended from time to time
“Articles” or “AoA”
Audit Committee The audit committee of our Board, as described in “Our Management – Board committees
– Audit Committee” on page 363
“Auditors” or “Statutory The current statutory auditors of our Company, being S R B C & CO LLP, Chartered
Auditors” Accountants
Balance Sheet Date Group Our Company and our Subsidiaries, as at and during March 31, 2025, 2024 and 2023 (on
restated basis).
“Board” or “Board of The board of directors of our Company. For further details, please see “Our Management”,
Directors” on page 357
CBRE CBRE South Asia Private Limited
CBRE Report Report titled “K-12 Education and Student Accommodation sector in India” dated
September 26, 2025 commissioned by our Company and issued by CBRE. The CBRE
Report has been exclusively commissioned and paid for by our Company in connection with
the Issue. The CBRE Report shall be available on the website of our Company at
https://elevatecampuses.com/investors upon filing of the DRHP until the Bid/ Issue Closing
Date
“CCPS” or “Preference The compulsorily convertible Class A preference shares of our Company bearing face value
Shares” of ₹1 each
1Term Description
“Chief Financial Officer” or The chief financial officer of our Company, as described in “Our Management” on page
“CFO” 357
Company Secretary and The company secretary and compliance officer of our Company, as described in “Our
Compliance Officer Management” on page 357
“Convertible Debentures” The convertible debentures of our Company bearing face value of ₹200 each
or “CD”
County Academic and Student Accommodation campus situated in Bengaluru, Karnataka
Convertible Securities The security instruments issued by our Company which are convertible to Equity Shares,
namely, Convertible Debentures and CCPS.
Corporate Social The corporate social responsibility committee of our Board, as described in “Our
Responsibility Committee Management – Board committees – Corporate Social Responsibility Committee” on page
370
CE Bangalore CUIB Eduinfra Bangalore Private Limited
Director(s) The director(s) on our Board of Directors, as described in “Our Management” on page 357
Direct Subsidiaries The direct subsidiaries of our Company as on the date of this Draft Red Herring Prospectus,
namely,
1. Good Host Spaces (Shoolini) Private Limited;
2. Good Host Spaces (Jagdishpur) Private Limited;
3. Good Host Spaces (Sonipat) Private Limited;
4. Good Host Spaces (Chennai) Private Limited;
5. Good Host Spaces (West) Private Limited;
6. Good Host Spaces (North) Private Limited;
7. Elevate Hostel Management Services Private Limited;
8. Good Host Spaces (Dehradun) Private Limited; and
9. Elevate UAE AssetCo Holdings Pte. Ltd.;
10. Good Host Spaces Educational Foundation.
For further details, see “Our Subsidiaries – Direct Subsidiaries” on page 343
EHMSPL Elevate Hostel Management Services Private Limited (formerly known as Good Host
Management Services Private Limited)
Elevate BGLR SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate BGLR Holdings Pte. Ltd. in relation to the proposed acquisitions of
(i) PE Bangalore; and (ii) PE Kanakapura. For details, see “Proposed Acquisitions” and
“Objects of the Issue” on pages and 123, respectively
Elevate HYD SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate Hyd Holdings Pte. Ltd. in relation to the proposed acquisitions of (i)
Purelearn Eduinfra Bowenpally Private Limited (ii) PE Hisar; and (iii) SMESPL. For
details, see “Proposed Acquisitions” and “Objects of the Issue” on pages 270 and 123,
respectively
Elevate INTL SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate INTL Property Holdings Pte. Ltd. in relation to the proposed
acquisition of Purelearn Eduinfra Hyderabad Private Limited. For details, see “Proposed
Acquisitions” and “Objects of the Issue” on pages 270 and 123, respectively
Elevate North SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate North Holdings Pte. Ltd. in relation to the proposed acquisition of PE
Chennai. For details, see “Proposed Acquisitions” and “Objects of the Issue” on pages 270
and 123, respectively
Elevate OTH SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate OTH Property Holdings Pte. Ltd. in relation to the proposed
acquisitions of (i) IS Chintamani; (ii) IS Kadiri; (iii) IS Korba; (iv) IS Tumkur; and (v) IS
Gurgaon. For details, see “Proposed Acquisitions” and “Objects of the Issue” on pages 270
and 123, respectively
Elevate SH SPA Securities purchase agreement dated September 24, 2025 entered into between our
Company and Elevate SH Holdings Pte. Ltd. in relation to the proposed acquisitions of (i)
PE Ramanagara; and (ii) CE Bangalore. For details, see “Proposed Acquisitions” and
“Objects of the Issue” on pages 270 and 123, respectively
Elevate UAE AssetCo Elevate UAE AssetCo Holdings Pte. Ltd.
ESOP Plan 2025 Employee Stock Option Plan 2025, as amended from time to time
Equity Shares Unless otherwise stated, equity shares bearing face value of ₹1 each of our Company
Genius Bidco Genius Bidco Holdings Pte. Ltd.
Genius Rajkot Genius Rajkot Investment Holdings Pte. Ltd.
GHS Chennai Good Host Spaces (Chennai) Private Limited (Formerly known as Good Host Spaces
(Nagpur) Private Limited)
GHS Dehradun Good Host Spaces (Dehradun) Private Limited
2Term Description
GHS Jagdishpur Good Host Spaces (Jagdishpur) Private Limited
GHS North Good Host Spaces (North) Private Limited
GHS Shoolini Good Host Spaces (Shoolini) Private Limited
GHS Sonipat Good Host Spaces (Sonipat) Private Limited
GHS West Good Host Spaces (West) Private Limited
GHS Foundation Good Host Spaces Educational Foundation
Group Companies Our group companies identified in accordance with the SEBI ICDR Regulations, which
include companies (other than our Promoters and Subsidiaries) with which there were
related party transactions as per Ind AS 24 – Related Party Transactions and any other
companies as considered material by our Board, in accordance with the Materiality Policy
and as described in “Our Group Companies” on page 533
HEI Higher education institute
HEI Gujarat A HEI situated in Rajkot, Gujarat
HEI Haryana A HEI situated in Sonipat, Haryana
HEI Himachal Pradesh A HEI situated in Solan, Himachal Pradesh
HEI Karnataka A HEI situated at Manipal, Karnataka
HEI Uttarakhand A HEI situated in Uttarakhand
IFIM College Hostel Student accommodation situated in Bengaluru, Karnataka
Independent Director(s) Independent director(s) on our Board, as described in “Our Management” on page 357
IPO Committee The IPO committee of our Board
IS Chintamani Infraschool Services Chintamani Private Limited
IS Gurgaon Infraschool Services Gurgaon Private Limited
IS Kadiri Infraschool Services Kadiri Private Limited
IS Korba Infraschool Services Korba Private Limited
IS Tumkur Infraschool Services Tumkur Private Limited
JIRS Jain International Residential School
JPS Jain Public School
Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations and as described in “Our Management – Key Managerial Personnel and
Senior Management – Key Managerial Personnel” on page 372
K-12 Assets Schools infrastructure including land, building and other associated infrastructure. As on the
date of this Draft Red Herring Prospectus, this infrastructure in our portfolio pertained to
the following operational schools, planned schools and 2 student accommodation assets,
namely:
1. Jain International Residential School, Bengaluru, Karnataka;
2. St. Andrews Suchitra, Hyderabad, Telangana;
3. St. Andrews Suchitra; Hyderabad, Telangana (development pipeline asset - includes
land parcel for two planned schools);
4. St. Michaels, Hyderabad, Telangana;
5. Sancta Maria, Hyderabad, Telangana;
6. St. Andrews Keesara, Hyderabad, Telangana;
7. St. Andrews Keesara, Hyderabad, Telangana (development pipeline asset);
8. Shri Ram Universal School, Chennai, Tamil Nadu;
9. K-12 School, Pune, Maharashtra;
10. Jain Public School, Chintamani, Karnataka;
11. Jain Public School, Korba, Chattisgarh;
12. Jain Public School, Kadiri, Andhra Pradesh;
13. Jain Public School, Tumkur, Karnataka;
14. HIS Dubai;
15. NLCS Dubai;
16. SET Hostel, Bengaluru, Karnataka; and
17. IFIM College Hostel, Bengaluru, Karnataka
K-12 Entities and Campuses Collectively, (i) IS Chintamani; (ii) IS Tumkur; (iii) IS Kadiri; (iv) IS Korba; (v) IS
Gurgaon; (vi) SMESPL; (vii) PE Kanakapura; (viii) PE Bangalore; (ix) PE Ramanagara; (x)
PE Hyderabad; (xi) PE Bowenpally; (xii) PE Hisar; (xiii) PE Chennai; (xiv) CE Bangalore.
Upon completion of the Proposed Acquisitions, the K-12 Entities and Campuses will
become the subsidiaries of our Company. For details, regarding the K-12 Entities and
Campuses, see “Proposed Acquisitions” on page 270
K-12 HoldCos Collectively, (i) Elevate Hyd Holdings Pte. Ltd.; (ii) Elevate INTL Property Holdings Pte.
Ltd.; (iii) Elevate North Holdings Pte. Ltd.; (iv) Elevate OTH Property Holdings Pte. Ltd.;
(v) Elevate SH Holdings Pte. Ltd.; and (vi) Elevate BGLR Holdings Pte. Ltd.
MAHE HEIs situated at (a) Manipal, Karnataka; (b) Bengaluru, Karnataka; and (c) Mangalore,
Karnataka
3Term Description
Managed Portfolio Collectively, 14 student accommodation campuses totaling 49,338 beds under management,
as on August 31, 2025
Material Subsidiaries For the purposes of disclosure of statement of possible special tax benefits, Good Host
Spaces (Sonipat) Private Limited and Good Host Spaces (Jagdishpur) Private Limited are
considered as a material subsidiaries, in accordance with as per Regulation 16(1)(c) of the
SEBI Listing Regulations, and in compliance with Paragraph 9(L) of Schedule VI of the
SEBI ICDR Regulations.
Further, for the purposes of disclosure of standalone financial statements of the last three
financial years on our Company’s website, Good Host Spaces (Sonipat) Private Limited for
the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, and Good
Host Spaces (Jagdishpur) Private Limited for the financial years ended March 31, 2025, has
been considered as a material subsidiaries, determined in accordance with paragraph 11,
I(A)(ii)(b) of Schedule VI of the SEBI ICDR Regulations. For further details, see “Other
Financial Information” on page 497
For the purpose of due diligence and disclosure of material approvals, Good Host Spaces
(Sonipat) Private Limited and Good Host Spaces (Jagdishpur) Private Limited, have been
identified as material subsidiaries, in accordance with Regulation 16(1)(c) of the SEBI
Listing Regulations. For details of such material approvals, see “Government and Other
Approvals” on page 530
For further details, see “Our Subsidiaries” on page 343
Materiality Policy The policy adopted by our Board pursuant to its resolution dated September 25, 2025 for
identification of companies to be disclosed as group companies, material outstanding
litigation, material creditors and outstanding dues to such creditors, in accordance with the
requirements under the SEBI ICDR Regulations
“MoA” or “Memorandum The memorandum of association of our Company
of Association”
MUJ Manipal University, Jaipur
Nomination and The nomination and remuneration committee of our Board, as described in “Our
Remuneration Committee Management – Board committees – Nomination and Remuneration Committee” on page
366
Owned Portfolio Collectively, five student accommodation campuses totaling 16,934 beds and 16 K-12
Assets (including three schools under development and two student accommodation
facilities managed by HEIs), in eight Indian cities, and two K-12 Assets in Dubai (UAE),
has a current capacity to cater to an estimated 28,486 students, as on August 31, 2025
Non-executive Director(s) Non-executive director(s) on our Board, as described in “Our Management” on page 357
PE Bangalore Purelearn Eduinfra Bangalore Private Limited
PE Bowenpally Purelearn Eduinfra Bowenpally Private Limited
PE Chennai Purelearn Eduinfra Chennai Private Limited
PE Hisar Purelearn Eduinfra Hisar Private Limited
PE Hyderabad Purelearn Eduinfra Hyderabad Private Limited
PE Kanakapura Purelearn Eduinfra Kanakapura Private Limited
PE Ramanagara Purelearn Eduinfra Ramanagara SH Private Limited
Post-Acquisition Group Collectively, the Company, its Subsidiaries and the K-12 Entities and Campuses
Pre-Acquisition Group Collectively, the Balance Sheet Date Group, Elevate UAE AssetCo, Souk HIS UAE, Souk
NLCS UAE, Souk HIS Singapore, Souk NLCS Singapore and ScholarZ
Promoter(s) Genius Bidco Holdings Pte. Ltd. and Genius Rajkot Investment Holdings Pte. Ltd.
Promoter Group The persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and
Promoter Group” on page 375
Proposed Acquisitions Proposed acquisition of the K-12 Entities and Campuses by our Company from the K-12
HoldCos pursuant to the Securities Purchase Agreements as described in “Proposed
Acquisitions” on page 270
Registered and Corporate The registered and corporate office of our Company, situated at Naman Midtown, Unit No
Office 902-906, 9th Floor, Tower B, Senapati Bapat Marg, Lower Parel, Mumbai 400 013,
Maharashtra, India
Restated Consolidated The Restated Consolidated Summary Statements of our Company and its Subsidiaries
Summary Statement comprises of the Restated Consolidated Summary Statement of Assets and Liabilities as at
March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Summary
Statement of Profit and Loss (including Other Comprehensive Income), Restated
Consolidated Summary Statement of Changes in Equity and the Restated Consolidated
Summary Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024
4Term Description
and March 31, 2023 and the summary statement of material accounting policies and
explanatory notes, which are prepared to comply in all material respects with the
requirements of (i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as
amended (the “Companies Act, 2013”); (ii) Relevant provisions of The Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
(the “SEBI ICDR Regulations”) SEBI on September 11, 2018 as amended from time to time
in pursuance of the Securities and Exchange Board of India Act, 1992; and (iii) Guidance
note on Reports in Company Prospectuses (Revised 2019) (the “Guidance Note”) issued by
the Institute of Chartered Accountants of India (the “ICAI”) as amended. The Restated
Consolidated Summary Statements have been compiled by the management from the
audited consolidated financial statements of the Group as at and for the years ended March
31, 2025, March 31, 2024 and March 31, 2023, which were prepared 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 from time to time,
other accounting principles generally accepted in India and presentation requirements of
Division II of Schedule III of Companies Act, 2013.
Risk Management The risk management committee of our Board, as described in “Our Management – Board
Committee committees – Risk Management Committee” on page 369
“RoC” or “RoC Mumbai” Registrar of Companies, Maharashtra at Mumbai
“Registrar of Companies”
RoC Bengaluru Registrar of Companies, Karnataka at Bengaluru
RoC CRC Registrar of Companies, Central Registration Centre
“Securities Purchase Collectively, (i) Elevate BGLR SPA; (ii) Elevate HYD SPA; (iii) Elevate INTL SPA; (iv)
Agreement(s)” or “K-12 Elevate North SPA; (v) Elevate OTH SPA; and (vi) Elevate SH SPA in relation to the
SPA(s)” Proposed Acquisitions. For details see “Proposed Acquisitions” and “Objects of the Issue”
on pages 270 and 123, respectively
ScholarZ Student accommodation management business and related assets acquired by our
Subsidiary, EHMSPL from Zolostay Property Solutions Private Limited pursuant to a
business transfer agreement dated February 28, 2025
Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations and as described in “Our Management – Key Managerial Personnel and Senior
Management – Senior Management” on page 372
SET Student accommodation facility located in Kanakapura, Bengaluru, Karnataka
Shareholders The holders of the Equity Shares from time to time
Souk HIS Singapore Souk HIS Holdings Pte. Ltd.
Souk HIS UAE Souk HIS Holdings Limited
Souk NLCS Singapore Souk NLCS Holdings Pte. Ltd
Souk NLCS UAE Souk NLCS Holdings Limited
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management
Committee – Board committees – Stakeholders’ Relationship Committee” on page 368
SMESPL St. Michael’s Educational Services Private Limited
Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring Prospectus,
namely,
1. Good Host Spaces (Shoolini) Private Limited;
2. Good Host Spaces (Jagdishpur) Private Limited;
3. Good Host Spaces (Sonipat) Private Limited;
4. Good Host Spaces (Chennai) Private Limited;
5. Good Host Spaces (West) Private Limited;
6. Good Host Spaces (North) Private Limited;
7. Elevate Hostel Management Services Private Limited;
8. Good Host Spaces (Dehradun) Private Limited;
9. Elevate UAE AssetCo Holdings Pte. Ltd.;
10. Souk NLCS Holdings Pte. Ltd.;
11. Souk NLCS Holdings Limited;
12. Souk HIS Holdings Pte. Ltd.;
13. Souk HIS Holdings Limited; and
14. Good Host Spaces Educational Foundation.
For further details regarding the Subsidiaries of our Company, see “Our Subsidiaries” on
page 343. For the purpose of financial information, Subsidiaries would mean subsidiaries as
at and during the relevant Fiscal.
Step-down Subsidiaries The step-down subsidiaries of our Company as on the date of this Draft Red Herring
Prospectus, namely,
1. Souk NLCS Holdings Pte. Ltd.;
5Term Description
2. Souk NLCS Holdings Limited;
3. Souk HIS Holdings Pte. Ltd.; and
4. Souk HIS Holdings Limited.
For further details, see “Our Subsidiaries – Step-down Subsidiaries” on page 353
Unaudited Proforma The unaudited proforma financial information of our Company, comprising of unaudited
Financial Information proforma balance sheet as at March 31, 2025, March 31, 2024 and March 31, 2023 and
unaudited proforma statement of profit and loss for the year ended March 31, 2025, March
31, 2024 and March 31, 2023 read with select explanatory notes thereon. The unaudited
proforma financial information has been prepared by our Company to illustrate the impact
of the acquisition undertaken and proposed to be undertaken, as if that acquisition had taken
place as at March 31, 2025, March 31, 2024 and March 31, 2023, respectively for the
purpose of unaudited proforma balance sheet as at March 31, 2025, March 31, 2024 and
March 31, 2023, respectively and as at April 1, 2024, April 1, 2023 and April 1, 2022,
respectively for unaudited proforma statement of profit and loss for the years ended March
31, 2025, March 31, 2024 and March 31, 2023, respectively
Valuation Report(s) Valuation reports each dated September 23, 2025 prepared by registered valuer,
Raghuraman Krishnan Iyer in connection with the Proposed Acquisitions
Woodstock Student accommodation facility located near Electronic City, Bengaluru, Karnataka
Issue Related Terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus
as may be specified by the SEBI in this behalf
Acknowledgment 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
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been
or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the
Designated Stock Exchange
Allotted/Allotment/Allot Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Issue
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A QIB, who applies under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid
for an amount of at least ₹100 million
Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors in terms of the
Price Red Herring Prospectus and the Prospectus. The Anchor Investor Allocation Price shall be
determined by our Company, in consultation with the BRLMs on the Anchor Investor Bidding
Date
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion in accordance with the requirements specified under the SEBI ICDR Regulations and
which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Anchor Investor Bidding The day, being one Working Day prior to the Bid/ Issue Opening Date on which Bids by
Date Anchor Investors shall be submitted, prior to and after which BRLMs will not accept any
Bids from Anchor Investors, and allocation to the Anchor Investors shall be completed
Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which will be a price 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), it shall be the Anchor Investor Bidding Date, and in the
event the Anchor Investor Allocation Price is lower than the 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 domestic Mutual
Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations
“Application Supported by An application (whether physical or electronic) by an ASBA Bidder to make a Bid authorizing
Blocked Amount” or the relevant SCSB to block the Bid Amount in the relevant ASBA Account and will include
“ASBA” application made by UPI Bidders using UPI Mechanism, where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by UPI Bidders using UPI Mechanism
ASBA Account A 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
6Term Description
ASBA Form which may be blocked by such SCSB or the account maintained by a UPI Bidder
linked to a UPI ID, which is blocked upon acceptance of a UPI Mandate Request made by
the UPI Bidders, to the extent of the Bid Amount of the ASBA Bidders
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An 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 the Red Herring
Prospectus and the Prospectus
Banker(s) to the Issue Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue Account Bank(s)
and the Sponsor Bank(s), as the case may be
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Issue,
described in “Issue Procedure” on page 559
Bid(s) An indication to make an offer during the Bid/ Issue Period by an ASBA Bidder pursuant to
the submission of an ASBA form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to submission of a Bid cum Application Form, to subscribe to or purchase
our Equity Shares at a price within the Price Band, including all revisions and modifications
thereto, to the extent permissible under the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the Bid cum Application Form. The term ‘Bidding’ shall be construed
accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be,
upon submission of the Bid in the Issue, as applicable.
In the case of Retail Individual Investors Bidding at the Cut-off Price, the Bid Amount is the
Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual
Investor and mentioned in the Bid cum Application Form.
Bid cum Application Form The form in terms of which the Bidder shall make a Bid, including an ASBA Form and an
Anchor Investor Application Form, and which shall be considered as the application for the
Allotment pursuant to the terms of the Red Herring Prospectus and the Prospectus
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 shall not accept any Bid, being [●], which shall be published in all
editions of [●] (a widely circulated English national daily newspaper), and all editions of [●]
(a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a widely
circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra,
India, where our Registered and Corporate Office is located) and in case of any revision, the
extended Bid/ Issue Closing Date shall also be notified on the website and terminals of the
members of the Syndicate and communicated to the designated intermediaries and the
Sponsor Bank(s), as required under the SEBI ICDR Regulations.
Our Company, in consultation with the BRLMs, may consider closing the Bid/ Issue Period
for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with 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 [●], which shall be published in
[●] editions of [●] (a widely circulated English national daily newspaper), and all editions of
[●] (a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a widely
circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra,
India, where our Registered and Corporate Office is located)
Bid/ Issue Period Except in relation to any Bids received from the Anchor Investors, the period between the
Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days during which
prospective Bidders (excluding Anchor Investors) can submit their Bids, including any
revisions thereof in accordance with the SEBI ICDR Regulations and the terms of the Red
Herring Prospectus. Our Company in consultation with the BRLMs, may consider closing the
Bid/ Issue Period for the QIB Portion one Working Day prior to the Bid/ Issue Closing Date
in accordance with the SEBI ICDR Regulations
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied, and
includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms,
being the Designated SCSB 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 The book building process as described in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue is being made
7Term Description
“Book Running Lead The book running lead managers to the Issue, in this case being JM Financial Limited, IIFL
Managers” or “BRLMs” Capital Services Limited (formerly known as IIFL Securities Limited) and Morgan Stanley
India Company Private Limited
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA Forms
(in case of UPI Investors only ASBA Forms under UPI) 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 at www.bseindia.com and
www.nseindia.com, and updated from time to time
Cap Price The higher end of the Price Band above which the Issue Price and Anchor Investor Issue Price
will not be finalised and above which no Bids will be accepted, including any revisions
thereof. The Cap Price will be (i) less than or equal to 120% of the Floor Price, and (ii) at
least 105% of the Floor Price
Cash Escrow and Sponsor The agreement to be entered into amongst our Company, the Syndicate Members, the
Bank Agreement Registrar to the Issue, the BRLMs and the Banker(s) to the Issue for, among other things,
appointment of the Escrow and Sponsor Bank(s), collection of the Bid Amounts from the
Anchor Investors, transfer of funds to the Public Issue Account, and where applicable,
remitting refunds, if any, to such Bidders, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to the demat
account
“Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and registered under
Participants” or “CDPs” SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in terms of
the SEBI ICDR Master Circular and the UPI Circulars, issued by SEBI and the Stock
Exchanges, as per the list available on the websites of the Stock Exchanges,
www.bseindia.com and www.nseindia.com, as updated from time to time
“Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Share Transfer Agents” or Designated RTA Locations in terms of circular no. (CIR/CFD/POLICYCELL/11/2015) dated
“RTAs” November 10, 2015 issued by SEBI as per the list available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time
and the UPI Circulars
“Confirmation of Allocation Notice or intimation of allocation of the Equity Shares to be sent to Anchor Investors, who
Note” or “CAN” have been allocated the Equity Shares, on or after the Anchor Investor Bidding Date
Cut-off Price The Issue Price, finalised by our Company, in consultation with the BRLMs, which shall be
any price within the Price Band. Only Retail Individual Investors under the Retail Portion are
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional
Investors are not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as applicable
Designated CDP Locations Such centres of the Collecting Depository Participants where ASBA Bidders can submit the
ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI). The details of such
Designated CDP Locations, along with the 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) and updated from time to time
Designated Date The date on which the funds from the Escrow Account are transferred to the Public Issue
Account or the Refund Account, as appropriate, and the relevant amounts blocked in the
ASBA Accounts are transferred to the Public Issue Account(s) and/or are unblocked, as
applicable, in terms of the Red Herring Prospectus and the Prospectus, after finalization of
the Basis of Allotment in consultation with the Designated Stock Exchange, following which
the Board of Directors may Allot Equity Shares to successful Bidders in the Issue
Designated Intermediaries SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are authorised
to collect ASBA Forms from the ASBA Bidders, in relation to the Issue
Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in case of UPI
Bidders, only ASBA Forms under UPI). The details of such Designated RTA Locations, along
with the 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) and updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms used by the Bidders, a list
of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
updated from time to time, or at such other website as may be prescribed by SEBI from time
to time
Designated Stock Exchange [●]
“Draft Red Herring This draft red herring prospectus dated September 28, 2025 filed with SEBI and the Stock
Prospectus” or “DRHP” Exchanges, in accordance with the SEBI ICDR 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
8Term Description
Eligible FPI(s) FPIs that are eligible to participate in this Issue in terms of applicable laws, other than
individuals, corporate bodies and family offices
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make
an Issue or invitation under the Issue and in relation to whom the Red Herring Prospectus and
the Bid Cum Application Form constitutes an invitation to subscribe or purchase for the
Equity Shares
Escrow Account(s) Account(s) opened with the Escrow Collection Bank for the Issue and in whose favour the
Anchor Investors will transfer money through direct credit or NEFT or RTGS or NACH in
respect of the Bid Amount when submitting a Bid
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI BTI Regulations and with whom the Escrow Account will be opened, in this case
being [●]
First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name appears as the first holder of the beneficiary account
held in joint names
Floor Price The lower end of the Price Band, subject to any revisions thereof, at or above which the Issue
Price and the Anchor Investor Issue Price will be finalised and below which no Bids will be
accepted and which shall not be less than the face value of the Equity Shares
“General Information The general information document for investing in public issues, prepared and issued in
Document” or “GID” accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020
and the SEBI ICDR Master Circular notified by SEBI and the UPI Circulars and any
subsequent circulars or notifications issued by SEBI, as amended from time to time. The
General Information Document shall be available on the websites of the Stock Exchanges and
the BRLMs
Gross Proceeds Gross proceeds of the Issue that will be available to our Company
IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
JM Financial JM Financial Limited
Monitoring Agency [●]
Monitoring Agency The agreement to be entered into between our Company and the Monitoring Agency
Agreement
Morgan Stanley Morgan Stanley India Company Private Limited
Mutual Fund Portion 5% of the Net QIB Portion or [●] Equity Shares which shall be available for allocation to
Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above
the Issue Price
Net Proceeds Proceeds of the Issue, i.e., Gross Proceeds less the Issue expenses. For further details
regarding the use of the Net Proceeds and the Issue expenses, see “Objects of the Issue” on
page 123
Net QIB Portion The QIB Portion less the number of Equity Shares Allotted to Anchor Investors
Non-Institutional Portion The portion of the Issue being not more than 15% of the Issue, available for allocation to
Non-Institutional Investors, subject to valid Bids being received at or above the Issue Price,
of which one-third 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 shall be available for allocation to Bidders
with an application size of more than ₹1,000,000 in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price
“Non-Institutional Bidders that are not QIBs or RIIs and who have Bid for Equity Shares for an amount more
Investors” or “NIIs” than ₹200,000 (but not including NRIs other than Eligible NRIs)
“Issue” or “Fresh Issue” The initial public offer of [●] Equity Shares bearing face value of ₹1 each aggregating up to
₹25,500.00 million* by our Company
Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of
specified securities, aggregating up to ₹5,100.00 million, as may be permitted under
applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Issue. Prior to the completion of the Issue, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections
of the Red Herring Prospectus and the Prospectus.
9Term Description
Issue Agreement The agreement dated September 28, 2025 entered into among our Company and the BRLMs,
based on which certain arrangements are agreed to in relation to the Issue
Issue Price The final price at which Equity Shares will be Allotted to the successful Bidders (except
Anchor Investors), as determined in accordance with the Book Building Process and
determined by our Company, in consultation with the BRLMs, on the Pricing Day, in terms
of the Red Herring Prospectus. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Issue Price in terms of the Red Herring Prospectus
Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider a further issue of specified
securities, as may be permitted under the applicable law, aggregating up to ₹5,100.00 million,
as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Issue. The utilisation of the proceeds
raised pursuant to the Pre-IPO Placement will be done towards the Objects in compliance
with applicable law. Prior to the completion of the Issue, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and the Prospectus
Price Band Price band ranging from a Floor Price of ₹[●] per Equity Share to a Cap Price of ₹[●] per
Equity Share, including revisions thereof, if any. The Price Band will be decided by our
Company in consultation with the BRLMs, and the minimum Bid Lot size will be decided by
our Company in consultation with the BRLMs, and advertised in all editions of [●] (a widely
circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi
daily newspaper), and [●] editions of [●] (a widely circulated Marathi daily newspaper,
Marathi being the regional language of Maharashtra, India, where our Registered and
Corporate Office is located), at least two Working Days prior to the Bid/ Issue Opening Date,
with the relevant financial ratios calculated at the Floor Price and at the Cap Price and shall
be made available to the Stock Exchanges for the purpose of uploading on their websites
Pricing Date The date on which our Company in consultation with the BRLMs, shall finalize the Issue
Price
Prospectus The prospectus to be filed with the RoC for this Issue on or after the Pricing Date in
accordance with the provisions of Sections 26 and 32 of the Companies Act 2013 and the
SEBI ICDR Regulations, containing the Issue Price, the size of the Issue and certain other
information, including any addenda or corrigenda thereto
Public Issue Account The bank account to be opened with the Public Issue Account Bank under Section 40(3) of
the Companies Act 2013 to receive monies from the Escrow Account(s) and the ASBA
Accounts on the Designated Date
Public Issue Account The bank(s), which is a clearing member and registered with SEBI as a banker to an issue
Bank(s) under the SEBI BTI Regulations, with whom the Public Issue Account will be opened for
collection of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being [●]
QIB Portion The portion of the Issue, being at least 75% of the Issue, which shall be available for allocation
to QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation
shall be on a discretionary basis, as determined by our Company in consultation with the
BRLMs), subject to valid Bids being received at or above the Issue Price or the Anchor
Investor Issue Price (for Anchor Investors)
“Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers” or “QIBs” Regulations
“Red Herring Prospectus” or The red herring prospectus to be issued in accordance with Section 32 of the Companies Act
“RHP” 2013 and the SEBI ICDR Regulations, which will not have complete particulars of the price
at which the Equity Shares shall be Allotted and which shall be filed with the RoC at least
three Working Days before the Bid/ Issue Opening Date and will become the Prospectus after
filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto
Refund Account The account opened with the Refund Bank from which refunds, if any, of the whole or part
of the Bid Amount shall be made to Anchor Investors
Refund Bank(s) The bank(s) which is a clearing member registered with SEBI under the SEBI BTI
Regulations, with whom the Refund Account will be opened, in this case being [●]
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide terminals,
other than the members of the Syndicate and eligible to procure Bids in terms of the SEBI
ICDR Master Circular and the UPI Circulars, issued by SEBI
10Term Description
Registrar Agreement The agreement dated September 27, 2025 entered into among 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 to the Issue KFin Technologies Limited
Retail Portion The portion of the Issue, being not more than 10% of the Issue, available for allocation to
Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received at or above the Issue Price
“Retail Individual Investors” Individual Bidders, whose Bid Amount for Equity Shares in the Issue is not more than
or “RIIs” ₹200,000 in any of the bidding options in the Issue (including HUFs applying through their
karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in
any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.
QIBs Bidding in the QIB Portion and Non-Institutional Investors Bidding in the Non-
Institutional Portion are not permitted 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. Retail Individual
Investors can revise their Bids during Bid/ Issue period and withdraw their Bids until Bid/
Issue Closing Date
SCORES Securities and Exchange Board of India Complaints Redress System
“Self-Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other than through
Banks” or “SCSBs” UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable, or such other website as updated from time to time, and (i) the banks registered
with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, or
such other website as updated from time to time
In relation to Bids (other than Bids by Anchor Investor) submitted 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. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
as 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 SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is appearing
in the “list of mobile applications for using UPI in public issues” displayed on SEBI website
at 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 Bid cum Application Forms, a list of which
will be included in the Bid cum Application Form
Sponsor Bank(s) The Banker(s) to the Issue registered with SEBI, which have been appointed by our Company
to act as a conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate
Request by a UPI Bidder in accordance with the UPI Mechanism and carry out other
responsibilities, in terms of the UPI Circulars, in this case being [●]
Stock Exchanges Together, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to
collect ASBA Forms and Revision Forms
Syndicate Agreement The agreement to be entered into among the members of the Syndicate, our Company and the
Registrar to the Issue in relation to the collection of Bid cum Application Forms by the
Syndicate
Syndicate Members Intermediaries registered with SEBI and permitted to carry out activities as an underwriter, in
this case being [●]
Syndicate or members of the Together, the BRLMs and the Syndicate Members
Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered into among our Company, the Registrar to the Issue and the
Underwriters, on or after the Pricing Date but before filing of the Prospectus
UPI Unified Payments Interface which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as Retail Individual Investors in the Retail Portion,
11Term Description
and individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹500,000
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, all individual investors applying in public issues
where the application amount is up to ₹500,000 shall use UPI 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 no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA
Master Circular (to the extent it pertains to UPI), SEBI ICDR Master Circular, along with the
circulars issued by NSE having reference no. 25/2022 dated August 3, 2022 and the circular
issued by BSE having reference no. 20220803-40 dated August 3, 2022 and any subsequent
circulars or notifications issued by SEBI 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 and by way of an SMS directing the UPI Bidders to such UPI linked mobile
application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorize blocking of
funds equivalent to the Bid Amount in the relevant ASBA Account through the UPI linked
mobile application, and the subsequent debit of funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Issue in
accordance with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for business,
provided however, for the purpose of announcement of the Price Band and the Bid/ Issue
Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public
holidays on which commercial banks in Mumbai, Maharashtra, India are open for business
and the time period between the Bid/ Issue Closing Date and 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 the circulars issued by SEBI from time
to time
Conventional and General Terms and Abbreviations
Term Description
AED Emirati Dirham, the official currency of United Arab Emirates
Air Act The Air (Prevention and Control of Pollution) Act, 1981
AGM Annual general meeting of shareholders under the Companies Act 2013
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under the SEBI AIF
Regulations
ASM Additional surveillance measures
BIS Bureau of Indian Standards
Bn/bn Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Client ID Client identification number of the Bidder’s beneficiary account
Companies Act, 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act, 2013 The Companies Act, 2013 read with rules, regulations, clarifications and modifications
thereunder
Competition Act The Competition Act, 2002
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
modifications thereto or substitutions thereof, issued from time to time
Consumer Protection Act The Consumer Protection Act, 2019
Copyright Act The Copyright Act, 1957
CPC The Code of Civil Procedure, 1908
CSR Corporate social responsibility
Data Protection Act The Digital Personal Data Protection Act, 2023
12Term Description
Depositories Act The Depositories Act, 1996, read with the rules, regulations, clarifications and modifications
thereunder
Depository A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
“DP” or “Depository A depository participant as defined under the Depositories Act
Participant”
EGM Extra-ordinary general meeting
EP Act The Environment (Protection) Act, 1986
EPF Act Employees Provident Funds and Miscellaneous Provisions Act, 1952
EP Rules The Environment (Protection) Rules, 1986
EPS Earnings per share
ESI Act The Employees’ State Insurance Act, 1948
ESIC Employees’ State Insurance Corporation
ESG Environmental, Social and Governance
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Rules The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“Financial Year” or “Fiscal” The period of 12 months commencing on April 1 of the immediately preceding calendar year
or “Fiscal Year” and ending on March 31 of that particular calendar year
FIR First information report
FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI Regulations
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
FTA The Foreign Trade (Development and Regulation) Act, 1992
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the Fugitive
Economic Offenders Act, 2018
FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI FVCI
Regulations
GDP Gross Domestic Product
“GoI” or “Central The Government of India
Government” or “Indian
Government”
GSM Graded surveillance measures
GST Goods and services tax
HUF(s) Hindu undivided family(ies)
ICAI Institute of Chartered Accountants of India
ICAI Guidance Note on Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
Company Prospectus of Chartered Accountants of India
IFRS The International Financial Reporting Standards issued by the International Accounting
Standards Board
Income Tax Act Income-tax Act, 1961
Ind AS The Indian Accounting Standards as specified under Section 133 of the Companies Act 2013
read with Companies (Indian Accounting Standards) Rules, 2015, as amended
Ind AS 24 The Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133
of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules,
2015, as amended
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015, as amended
“INR” or “Indian Rupees” or Indian Rupee, the official currency of the Republic of India
“Rupee” or “₹” or “Rs.”
IPO Initial public offering
IST Indian Standard Time
IT Act The Information Technology Act, 2000
IT Intermediary Rules The Information Technology (Intermediaries Guidelines and Digital Media Ethics Code)
Rules, 2021
IT Security Rules The Information Technology (Reasonable Security Practices and Procedures and Sensitive
Personal Data or Information) Rules, 2011
LM Act The Legal Metrology Act, 2009
MCA The Ministry of Corporate Affairs, Government of India
MSME Micro, small or a medium enterprise
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
NAV per equity share Net asset value per equity share
13Term Description
“N.A.” or “NA” Not applicable
NACH National Automated Clearing House
Non-GAAP Non-generally accepted accounting principles
“NR” or “Non-Resident” A person resident outside India, as defined under the FEMA and includes an NRI
NRE Non-Resident External
NRI Non-Resident Indian as defined under the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or indirectly to the
Corporate Body” extent of at 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
p.a. Per annum
PAN Permanent account number
PAT Profit after tax
P/E Ratio Price/Earnings Ratio
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under section 3 of the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012
SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Merchant Bankers The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI RTA Master Circular SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD-/P/CIR/2025/91 dated June 23,
2025 2025
SEBI ICDR Master Circular SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024
SEBI SBEB & SE The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Regulations Equity) Regulations, 2021
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
“SGD” Singapore Dollars, the official currency of the Republic of Singapore
Stock Exchanges BSE Limited and National Stock Exchange of India Limited
STT Securities Transaction Tax
Trademark Act The Trade Marks Act, 1999
Trademark Amendment Act The Trade Marks (Amendment) Act, 2010
“UAE” or “United Arab United Arab Emirates
Emirates”
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act The U.S. Securities Act of 1933, as amended
“US$” or “USD” or “US United States Dollar, the official currency of the United States of America
Dollar”
“USA” or “U.S.” or “US” The United States of America
VCF Venture capital funds as defined in and registered with the SEBI under the erstwhile
Securities and Exchanges Board of India (Venture Capital Fund) Regulations, 1996 or the
SEBI AIF Regulations, as the case may be
14Term Description
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Technical and Industry Related Terms
Term Description
Academic Year Generally, refers to the period of 12 months commencing on August 1 of the immediately
preceding calendar year and ending on July 31 of that particular calendar year.
Cities Total number of cities where the Company owns, manages and operates its assets
HEIs Refers to Higher Education Institutions
Owned Beds Total number of beds capacity in the Owned Portfolio of the Company
Occupancy (Owned Beds) Total Owned Beds occupied in the year divided by total Owned Beds by the Company in the
respective year
Managed Beds Total number of beds managed by the Company as part of the Managed Portfolio
Triple Net/Triple Net Leases Lease contract under which the lessee is responsible for insurance, property taxes and
maintenance charges, in addition to the base rent.
Key Performance Indicators (“KPIs”) (under the section titled “Basis for Issue Price” beginning on page
143)
Term Description
Adjusted Capital Employed Adjusted Capital Employed is calculated as Total Equity plus Debt plus deferred tax
liabilities less deferred tax asset plus current and non-current deferred purchase consideration
as at the end of the year. For Return on Adjusted Capital Employed on proforma basis,
Adjusted Capital Employed further excludes cash impact of acquisition adjustment of Dubai
entity as at the end of the year.
Debt/Total Borrowings Non-current borrowings plus current borrowings as at the end of the year
Earnings before Interest, Tax Computed as Profit plus total tax expense plus finance cost plus exceptional items for the
and Exceptional Items respective year.
EBITDA Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense
plus finance costs during the year
EBITDA margin (%) EBITDA for the year divided by Total Income for the year
Earnings before Interest, Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense
Tax, Depreciation and plus finance costs plus exceptional items during the year
amortisation and exceptional
items
% Margin of Earnings before Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense
Interest, Tax, Depreciation plus finance costs plus exceptional items during the year divided by Total Income for the
and amortisation and year.
exceptional items
Net Debt Non-current borrowings plus current borrowings minus cash and cash equivalents, bank
balances other than cash and cash equivalents, fixed deposits with maturity between 3 to 12
months and more than 12 months and balances with banks to the extent held as margin money
or security, current investment in mutual funds as at the end of the year. For Net Debt on
proforma basis, cash and cash equivalents further excludes impact of cash component of
capital instruments issued subsequent to the respective balance sheet dates i.e. ₹ 1,810.00 Mn
as at March 31, 2024 & ₹ 2,579.03Mn as at March 31, 2023.
Net Worth The aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account, debit or credit balance of profit and loss account, share based
payment reserve and Instruments entirely in the nature of equity after deducting the aggregate
value of the accumulated losses, debit or credit balance of common control adjustment deficit
account, 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, if any, in accordance with Regulation 2(1)(hh) of the SEBI ICDR
Regulations. Net Worth represents equity attributable to owners of our company and does
not include amounts attributable to non-controlling interest.
Profit/ (loss) for the year Total Income minus Total Expenses minus exceptional items minus total tax expense for the
year
Profit/ (loss) for the year as a Profit/ (loss) for the year divided by Total Income for respective year
percentage of Total Income
Return on Adjusted Capital Earnings before Interest, Tax and Exceptional Itemsfor the year divided by Adjusted Capital
Employed Employed for the respective year
Revenue from Operations Revenue from Operations of the relevant year minus Revenue from Operations of the
growth (%) preceding year, divided by the Revenue from operations of the preceding year
Total Assets Total assets owned by our Company at the end of each respective year
15SUMMARY OF THE ISSUE DOCUMENT
The following is a general summary of the terms of the Issue and certain disclosures included in this Draft Red
Herring Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this
Draft Red Herring Prospectus 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
Draft Red Herring Prospectus, including the sections titled “Risk Factors”, “The Issue”, “Capital Structure”,
“Objects of the Issue”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated
Consolidated Summary Statement”, “Outstanding Litigation and Other Material Developments”, “Issue
Procedure” and “Main Provisions of the Articles of Association” on pages 39, 85, 104, 123, 158, 293, 375, 380,
524, 559 and 581, respectively.
Summary of our primary business
We own, operate and manage on-campus student accommodation across HEIs and own K-12 Assets. As estimated
in the CBRE Report, as of August 31, 2025, our current capacity enables us to cater to 94,758 students and we are
present across 21 cities. We enable HEIs and K–12 school operators to offer quality learning environments that
support student development and foster all-round growth. We operate our student accommodation business under
“Good Host Spaces” and “ScholarZ” brands. Our mission is to build inclusive educational communities by
delivering modern student accommodation and K–12 Assets that nurture student wellbeing and development.
For further information, see “Our Business” beginning on page 293
Summary of the industry in which we operate
According to the CBRE Report, India's higher education system is one of the largest globally with around 58,642
institutions, serves ~43.3 million students comprising ~17.5% of the global enrolments as of Academic Year 2021-
22. India’s HEI segment presents a significant opportunity for increased penetration, with a Gross Enrolment
Ratio of 31.0% (estimated) in Academic Year 2023-24, compared to 76.3% in Germany and 74.6% in China.
Further, the contribution of private unaided schools to total enrolments has more than doubled over the past two
decades, rising to 36.3% in Academic Year 2023-24, representing 90.0 million enrolments from 16.6% in AY
2001-02.
For further information, see “Industry Overview” beginning on page 158.
Promoters
Our Promoters are Genius Bidco and Genius Rajkot. For details, see “Our Promoters and Promoter Group”
beginning on page 375.
Issue size
The following table summarizes the details of the Issue:
Issue(1)(2) [●] Equity Shares bearing face value of ₹1 each for cash at a price of ₹[●] per Equity
Share aggregating up to ₹25,500.00 million
(1) The Issue has been authorized by our Board pursuant to a resolution passed at the meeting held on September 26, 2025, and by our
Shareholders, through a special resolution, at their meeting held on September 26, 2025.
(2) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, aggregating up to ₹5,100.00
million, as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the completion of
the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
The Issue would constitute [●]%, of the post-Issue paid-up Equity Share capital of our Company. For further
details, see “The Issue” and “Issue Structure” beginning on pages 85 and 555.
16Objects of the Issue
Our Company proposes to utilise the Net Proceeds towards funding the objects set forth below:
(in ₹million)
Sr. No. Particulars Total estimated
amount/expenditure
1. Payment of the purchase consideration for the acquisition of the K-12 Entities and 11,000
Campuses
2. Repayment and/ or prepayment, in full or in part, of certain outstanding borrowings 7,500
and prepayment penalties, as applicable of borrowings availed by our Company and
certain of our Subsidiaries, namely GHS Shoolini, GHS Sonipat, Souk HIS UAE and
Souk NLCS UAE, through investment in such Subsidiaries
3. Funding inorganic growth through unidentified acquisitions, other strategic initiatives [●]
and general corporate purposes(1)(2)
Net Proceeds(2)(3) [●]
(1) The cumulative amount to be utilized towards funding inorganic growth through unidentified acquisitions and other strategic initiatives
and general corporate purposes shall not exceed 35% of the Gross Proceeds. Further, the amount to be utilised for each of: (a) funding
inorganic growth through unidentified acquisition and other strategic initiatives; and (b) general corporate purposes, shall not exceed
25% of the Gross Proceeds.
(2) To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(3) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹5,100.00 million, as may be
permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. The utilisation of the proceeds
raised pursuant to the Pre-IPO Placement will be done towards the objects in compliance with applicable law. Prior to the completion
of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.
For further details, see “Objects of the Issue” beginning on page 123.
Aggregate Pre-Issue Shareholding of our Promoters and members of our Promoter Group
Except as disclosed below, our Promoters do not hold any Equity Shares or Convertible Securities in our Company
as on the date of this Draft Red Herring Prospectus:
Sr. Name of Shareholder Pre-Issue no. Pre-Issue % No. of Convertible % of pre-
No. of Equity of equity Securities (i.e. CCPS or Issue Equity
Shares of face share CD) Share
value of ₹1 capital capital on a
each fully diluted
basis ^
Promoters
1. Genius Bidco 22,104,372 (1) 100.00 66,313,116(3) 62.74
2. Genius Rajkot(2) Nil(2) Negligible 52,500,000(3) 37.26
Total 22,104,372 100.00 118,813,116 100.00
^ The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares and such number
of Equity Shares which will result: (i) upon conversion of outstanding CCPS and CD; and (ii) pursuant to exercise of any of the options vested
under the ESOP Scheme.
(1) This includes six Equity Shares held on behalf of and as a nominee of our Promoter Genius Bidco. by (i) Vinod Raja Rao (ii) Viraj
Prasad, (iii) Ajay Kumar, (iv)Sharat Singhee, (v) Stanislos Simon D’britto; and (vi) Genius Rajkot.
(2) Genius Rajkot holds 1 Equity Share as a nominee of Genius Bidco
(3) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod
Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of Genius Bidco) holds
3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharat Singhee
(as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds
3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; and (viii)
Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each (collectively “Convertible Securities”). Prior to the filing of the Red
Herring Prospectus with the RoC, the Convertible Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face
value ₹1 each, in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
Number of Convertible Securities Maximum number of resultant Equity Shares upon
conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
17As on the date of this Draft Red Herring Prospectus, Genius Assetco Holdings Pte. Ltd., the member of our
Promoter Group does not hold any Equity Shares or Convertible Securities.
For further details, see “Capital Structure” beginning on page 104.
Shareholding of our Promoters, members of the Promoter Group and additional top 10 Shareholders
The aggregate pre-Issue and post-Issue shareholding, of each of our Promoters, members of the Promoter Group
and additional top 10 Shareholders (apart from our Promoters) is set forth below:
Shareholders Pre-Issue shareholding as Post-Issue shareholding as at Allotment*
on the date of the Price
Band advertisement*
No. of % of pre- At the lower end of the Price At the upper end of the Price
Equity Issue Band (₹[●]) Band (₹[●])
Shares of Equity No. of Equity Post-Issue No. of Equity Post-Issue
face value of Share Shares of Shareholding Shares of Shareholding
₹1 each capital face value of (%) face value of (%)
₹1 each ₹1 each
Promoters
Genius Bidco [●] [●] [●] [●] [●] [●]
Genius Rajkot [●] [●] [●] [●] [●] [●]
Additional top 10 Shareholders*
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
* To be updated at the Prospectus stage. Based on the Issue Price of ₹[●] and subject to finalization of the Basis of Allotment.
As on the date of this Draft Red Herring Prospectus, Genius Assetco Holdings Pte. Ltd., the member of our
Promoter Group does not hold any Equity Shares.
Summary of selected financial information
The summary of certain financial information as set out under the SEBI ICDR Regulations as of and for the years
ended March 31, 2025, March 31, 2024, and March 31, 2023, derived from the Restated Consolidated Financial
Statement is set forth below:
(₹ in million, unless otherwise specified)
Particulars As at and for the Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 22.11 22.12 22.12
Net Worth 7,027.09 6,557.70 5,769.88
Revenue from operations 3,698.11 3,470.01 2,925.01
Restated profit for the year 526.51 396.89 290.03
Restated Earnings per equity share (in ₹)
- Basic (in ₹) 23.81 17.94 13.11
- Diluted (in ₹) 23.81 17.86 13.05
Net Asset Value per Equity Share (in ₹) 317.90 291.27 256.28
Total Borrowings 12,065.96 9,847.11 10,261.15
Notes:
1. Restated Basic earnings per share (₹) = Restated profit attributable to equity shareholders for the year/ Weighted average number of
Equity shares outstanding during the year as per Ind AS 33 - Earnings per share.
2. Restated Diluted earnings per share (₹) = Restated profit attributable to equity shareholders for the year/ Weighted average number of
dilutive Equity shares outstanding during the year as per Ind AS 33 - Earnings per share.
3. Net asset value per Equity Share (₹) = Net worth as at the end of the year divided by closing number of equity shares as at the end of
year.
4. 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 deducting the aggregate value of the accumulated losses, deferred
18expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back
of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth
as aggregate value of equity share capital and other equity.
5. Total borrowing means the aggregate of non-current borrowings and current borrowings
Summary of Proforma Financial Information
The following details are derived from the Pro Forma Financial Information:
(₹ in million, unless otherwise specified)
Particulars As at and for the Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 11,088.94 11,088.95 11,088.95
Net Worth 13,411.55 12,490.45 11,919.23
Revenue from operations 5,591.55 5,212.23 4,345.83
Profit/ (Loss) for the year 903.42 196.04 372.85
Total Borrowings 29,214.70 14,951.47 15,268.95
1. 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 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 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth
as aggregate value of equity share capital and other equity.
2. Total borrowing means the aggregate of non-current borrowings and current borrowings.
For details, see “Restated Consolidated Summary Statement” and “Other Financial Information” beginning on
pages 380 and 497, respectively.
Qualifications of the Statutory Auditors, which have not been given effect to in the Restated Consolidated
Summary Statement
There are no qualifications of the Statutory Auditor which have not been given effect to in the Restated
Consolidated Summary Statement.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, Directors, Promoters, Subsidiaries, K-
12 Entities and Campuses, Key Managerial Personnel, Senior Management and our Group Companies as on the
date of this Draft Red Herring Prospectus is provided below:
Name of entity Criminal Tax Actions by Disciplinary Material Aggregate
proceedings proceedings statutory or actions including civil amount
regulatory penalty imposed litigation involved (₹
authorities by SEBI or in million)*
Stock Exchanges
against our
Promoters in the
last five financial
years
Company
By our Company Nil Nil N.A. N.A. Nil Nil
Against our Company Nil 1 Nil N.A. Nil 526.28
Directors
By our Directors Nil Nil Nil N.A. Nil Nil
Against our Directors Nil 2 Nil N.A. Nil 0.61
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Subsidiaries
K-12 Entities and Campuses
By our K-12 Entities Nil Nil N.A. N.A. 1 Nil
and Campuses
Against our K-12 Nil 6 Nil N.A. 1 109.90
Entities and Campuses
Promoters
By our Promoters Nil Nil Nil Nil Nil Nil
19Name of entity Criminal Tax Actions by Disciplinary Material Aggregate
proceedings proceedings statutory or actions including civil amount
regulatory penalty imposed litigation involved (₹
authorities by SEBI or in million)*
Stock Exchanges
against our
Promoters in the
last five financial
years
Against our Promoters Nil Nil Nil Nil Nil Nil
Key Managerial Personnel
By our Key Managerial Nil N.A. N.A. N.A. N.A. Nil
Personnel
Against our Key Nil N.A. N.A. N.A. N.A. Nil
Managerial Personnel
Senior Management
By our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
Against our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
* To the extent quantifiable.
As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies
which will have a material impact on our Company. For further details of the outstanding litigation proceedings,
see “Outstanding Litigation and Other Material Developments” beginning on page 524.
Risk factors
Specific attention of Investors is invited to the section “Risk Factors” beginning on page 39. Investors are advised
to read the risk factors carefully before taking an investment decision in the Issue. Set forth below are the top 10
risk factors:
S. Description of Risk
No.
1. The Balance Sheet Date Group derived 100.00% of its revenue from operations in the last three Financial Years,
from the student accommodation business. Any inability to maintain occupancy rates may adversely affect our
business, results of operations, financial condition, and cash flows.
2. The Balance Sheet Date Group derived 89.00%, 88.60%, 87.50% of its revenue from operations for the Financial
Years 2025, 2024, and 2023, respectively, from three of its largest HEIs. Any adverse developments affecting such
HEIs may adversely affect our business, results of operations, financial condition, and cash flows.
3. The Balance Sheet Date Group derived 100% of its revenue from operations in the last three Financial Years, from
HEIs and other student accommodation assets (Woodstock and County) located in the northern and southern
regions of India. Any adverse developments affecting such regions may adversely affect our business, results of
operations, financial condition and cash flows.
4. Delays in payment of lease rentals by the operators of K-12 Assets or monthly management fees by HEIs in our
Managed Portfolio for student accommodation may adversely affect our business, results of operations, and cash
flows.
5. Our Company proposes to utilize approximately 43.14% of the Gross Proceeds of the Issue towards funding the
Proposed Acquisitions from K-12 HoldCos which are affiliates of our Promoters. We may not be able to achieve
anticipated benefits following the acquisition of K-12 Assets, which may adversely affect our business, results of
operations, financial condition, and cash flows.
6. Our agreements with HEIs and K-12 Operators are subject to risks of early termination, non-renewal, and
renegotiation, which could adversely affect our business, results of operations, financial condition and cash flows.
7. The sale of our student accommodation business at HEI Karnataka may affect our business, results of
operations, financial condition and cash flows.
8. The Post-Acquisition Group relies on HEIs and K-12 Operators they engage with for the quality of education
provided to students. Any adverse effect on the reputation of the HEIs and K-12 Assets operated by K-12
Operators, or the brands under which they operate, may adversely affect the business, results of operations,
financial condition, and cash flows of the Post-Acquisition Group.
9. Our expansion into greenfield development projects exposes us to regulatory, execution, financing and reputational
risks, which may adversely affect our business, results of operations, financial condition and cash flows.
20S. Description of Risk
No.
10. As there is no central title registry for land parcels in India and property records are generally updated
manually through physical records, we are subject to the risk of inaccuracies, errors, or contradictions
in such property records. Accordingly, we may not be able to identify or correct defects or irregularities
in title to the land which we own, lease, or intend to acquire.
Summary 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 Asset, as derived from the Restated Consolidated Summary Statement:
(₹ in million)
S. Particulars As at March
No. 31, 2025
1. Pursuant to amendment in GST Act vide Notification No. 04/2022 - Central Tax (Rate) dated Nil
July 13, 2022, the management of our Company, based on legal opinion from independent
subject matter expert, believes that the hostel accommodation services provided to the
University students by the Company continues to be eligible for exemption from levy of GST.
Subsequently, through Notification No. 04/2024 - Central Tax (Rate), the Government of India
has added a new Entry 12A to Notification no 12/2017 Central Tax Rate dated July 28, 2017
specifically exempting supply of accommodation services less than or equal to twenty thousand
rupees per month provided service is provided for a minimum continuous period of ninety days.
For the supply of accommodation services prior to July 15, 2024 which had a value of more
than 20,000 per month, the Company believes that it is in the nature of residential
accommodation services and hence exempt from levy of GST, which is supported by judgment
of the Karnataka High Court in Taghar Vasudeva Ambrish case in February 2022 and Thai
Mookambikaa Ladies Hostel case, Madras High Court in March 2024.
For further details of the contingent liabilities as per Ind AS 37 – Provisions, Contingent Liabilities and Contingent
Asset as at March 31, 2025, see “Restated Consolidated Summary Statement– Note 34 – Contingent liabilities
and Capital commitments” on page 431.
Summary of Related Party Transactions
The following is the summary of transactions with related parties for Fiscals 2025, 2024 and 2023 as per the
requirements under Ind AS 24 – Related Party Transactions read with the SEBI ICDR Regulations and as derived
from the Restated Consolidated Financial Statement:
(i) Transactions during the year
(₹ in million)
Particulars Fiscals ended
Nature of transaction Related parties with Nature of relationship 2025 2024 2023
whom transactions
have taken place
Legal and professional Goldman Sachs (India) Enterprises owned by or - 130.86 -
fees Securities Private significantly influenced
Limited by individual or their
relatives having
significant influence over
the Group
Director's sitting fees Anami Narayan Prema Director/ Key 3.00 13.00 3.00
Roy Management Personnel*
Investment in optionally Purelearn Eduinfra Other related parties 1,200.00 - -
convertible debentures Chennai Private
Limited
Loans/ Inter corporate Educap Elevate Other related parties 60.00 - -
deposits given Advisors India Private
Limited
Loans/ Inter corporate Ecobox Industrial Other related parties 4.00 - -
deposits given Development Private
Limited
21Particulars Fiscals ended
Nature of transaction Related parties with Nature of relationship 2025 2024 2023
whom transactions
have taken place
Loans/ Inter corporate Nimesh Grover Director/ Key 17.00 - -
deposits given Management Personnel*
Repayment of loans / Ecobox Industrial Other related parties 4.00 - -
Inter-corporate deposits Development Private
given Limited
Interest income on Educap Elevate Other related parties 0.42 - -
loans / inter-corporate Advisors India Private
deposits Limited
Interest income on Ecobox Industrial Other related parties 0.04 - -
loans / inter-corporate Development Private
deposits Limited
Remuneration to Nimesh Grover Director/ Key 45.90 57.37 38.44
Directors / Key Management Personnel*
managerial personnel
[Short-term employee
benefits]
Remuneration to Stanislos Simon D'britto Director/ Key 22.46 29.97 17.03
Directors / Key Management Personnel*
managerial personnel
[Short-term employee
benefits]
Incentive expense, incl. Nimesh Grover Director/ Key 222.59 - -
interest thereon Management Personnel*
Incentive expense, incl. Stanislos Simon D'britto Director/ Key 59.98 - -
interest thereon Management Personnel*
Reimbursement of Nimesh Grover Director/ Key 0.08 0.15 0.32
expenses to Management Personnel*
Reimbursement of Stanislos Simon D'britto Director/ Key 0.04 0.05 0.10
expenses to Management Personnel*
Compensation on Nimesh Grover Director/ Key 40.00 - -
forfeiture of partly paid Management Personnel*
shares
Compensation on Stanislos Simon D'britto Director/ Key 11.60 - -
forfeiture of partly paid Management Personnel*
shares
Proceeds from call on Nimesh Grover Director/ Key - - 1.19
partly paid up shares Management Personnel*
Proceeds from call on Stanislos Simon D'britto Director/ Key - - 0.26
partly paid up shares Management Personnel*
Expense towards share Nimesh Grover Director/ Key - - 4.79
based payments to Key Management Personnel*
management personnel
Expense towards share Stanislos Simon D'britto Director/ Key - - 1.97
based payments to Key Management Personnel*
management personnel
(ii) Disclosure as per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations, read with Ind AS 24
(₹ in million)
Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
(a) Transaction eliminated on consolidation during the year /period
Elevate Campuses Limited**
Interest income Good Host Wholly owned subsidiaries 10.87 9.29 8.43
on loans / inter- Spaces
(Shoolini)
22Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
corporate Private
deposits Limited
Interest income Good Host Wholly owned subsidiaries 106.73 94.33 90.73
on loans / inter- Spaces
corporate (Sonipat)
deposits Private
Limited
Interest income Good Host Wholly owned subsidiaries 51.79 64.58 26.91
on loans / inter- Spaces
corporate (Jagdishpur)
deposits Private
Limited
Interest income Good Host Wholly owned subsidiaries 38.56 2.17 -
on loans / inter- Spaces
corporate (West)
deposits Private
Limited$
Interest expense Good Host Wholly owned subsidiaries 1.03 - -
on loans / inter- Spaces
corporate (West)
deposits Private
Limited$
Donation Good Host Wholly owned subsidiaries 7.74 1.75 0.19
expense Spaces
Educational
Foundation
Investment in Good Host Wholly owned subsidiaries 0.00* - -
equity shares of Spaces
wholly owned (Chennai)
subsidiaries Private
Limited &
Investment in Elevate Wholly owned subsidiaries 0.00* - -
equity shares of Hostel
wholly owned Management
subsidiaries Services
Private
Limited^
Investment in Good Host Wholly owned subsidiaries - - 0.82
equity shares of Spaces
wholly owned (Sonipat)
subsidiaries Private
Limited
Investment in Good Host Wholly owned subsidiaries - - 0.00*
equity shares of Spaces
wholly owned (West)
subsidiaries Private
Limited$
Investment in Good Host Wholly owned subsidiaries - - 0.00*
equity shares of Spaces
wholly owned Educational
subsidiaries Foundation
Redemption of Good Host Wholly owned subsidiaries 1,155.13 - -
optionally Spaces
convertible (Sonipat)
debentures Private
Limited
23Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
Loans / Inter- Good Host Wholly owned subsidiaries 0.15 39.70 2.61
corporate Spaces
deposits given (Shoolini)
Private
Limited
Loans / Inter- Good Host Wholly owned subsidiaries 0.30 1.76 0.92
corporate Spaces
deposits given (Sonipat)
Private
Limited
Loans / Inter- Good Host Wholly owned subsidiaries 14.08 820.81 486.33
corporate Spaces
deposits given (Jagdishpur)
Private
Limited
Loans / Inter- Good Host Wholly owned subsidiaries 538.79 500.02 -
corporate Spaces
deposits given (West)
Private
Limited$
Repayment of Good Host Wholly owned subsidiaries 0.37 38.82 0.34
loans / Inter- Spaces
corporate (Shoolini)
deposits given Private
Limited
Repayment of Good Host Wholly owned subsidiaries 804.67 - 52.38
loans / Inter- Spaces
corporate (Sonipat)
deposits given Private
Limited
Repayment of Good Host Wholly owned subsidiaries 107.50 812.19 8.08
loans / Inter- Spaces
corporate (Jagdishpur)
deposits given Private
Limited
Repayment of Good Host Wholly owned subsidiaries 1,038.81 - -
loans / Inter- Spaces
corporate (West)
deposits given Private
Limited$
Other Elevate Wholly owned subsidiaries 0.54 0.07 -
receivables (for Hostel
reimbursement Management
of expenses) Services
Private
Limited^
Good Host Spaces (Jagdishpur) Private Limited
Interest expense Elevate Holding company 51.79 64.58 26.91
on loans / inter- Campuses
corporate Limited**
deposit
Loans / Inter- Elevate Holding company 14.08 820.81 486.33
corporate Campuses
deposit Limited**
received
24Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
Repayment of Elevate Holding company 107.50 812.19 8.08
loans / Inter- Campuses
corporate Limited**
deposits given
Donation Elevate Fellow subsidiaries - 0.34 -
expenses Hostel
Management
Services
Private
Limited^
Good Host Spaces (Sonipat) Private Limited
Interest income Good Host Fellow subsidiaries 4.48 - -
on loans / inter- Spaces
corporate (West)
deposit Private
Limited$
Interest expense Elevate Holding company 106.73 94.33 90.73
on loans / inter- Campuses
corporate Limited**
deposit
Redemption of Elevate Holding company 1,155.13 - -
optionally Campuses
convertible Limited**
debentures
Loans / Inter- Elevate Holding company 0.30 1.76 0.92
corporate Campuses
deposit Limited**
received
Loans / Inter- Good Host Fellow subsidiaries 46.50 - -
corporate Spaces
deposit (West)
received Private
Limited$
Repayment of Elevate Holding company 804.67 - 52.38
loans / Inter- Campuses
corporate Limited**
deposits given
Repayment of Good Host Fellow subsidiaries 830.00 - -
loans / Inter- Spaces
corporate (West)
deposits given Private
Limited$
Deemed capital Elevate Holding company - - 0.82
contribution Campuses
Limited**
Good Host Spaces (Chennai) Private Limited &
Issue of Equity Elevate Holding company 0.00* - -
Shares Campuses
Limited**
Loans / Inter- Good Host Fellow subsidiaries 0.01 - -
corporate Spaces
deposit (West)
received Private
Limited$
Good Host Spaces (Shoolini) Private Limited
25Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
Interest expense Elevate Holding company 10.87 9.29 8.43
on loans / inter- Campuses
corporate Limited**
deposit
Loans/ Inter- Elevate Holding company 0.15 39.70 2.61
corporate Campuses
deposit Limited**
received
Repayment of Elevate Holding company 0.37 38.82 0.34
loans / Inter- Campuses
corporate Limited**
deposits given
Good Host Spaces (West) Private Limited$
Interest income Elevate Holding company 1.03 - -
on loans /inter- Campuses
corporate Limited**
deposit
Interest expense Elevate Holding company 38.56 2.17 -
on loans / inter- Campuses
corporate Limited**
deposit
Interest expense Good Host Fellow subsidiaries 4.48 - -
on loans / inter- Spaces
corporate (Sonipat)
deposit Private
Limited
Loans/ Inter- Elevate Holding company 538.79 500.02 -
corporate Campuses
deposit Limited**
received
Loans/ Inter- Good Host Fellow subsidiaries 830.00 - -
corporate Spaces
deposit (Sonipat)
received Private
Limited
Loans/ Inter- Good Host Fellow subsidiaries 0.01 - -
corporate Spaces
deposit (Chennai)
received Private
Limited &
Inter-corporate Good Host Fellow subsidiaries 0.00* - -*
deposit Spaces
received Educational
Foundation
Issue of Equity Elevate Holding company - - 0.00
Shares Campuses
Limited**
Repayment of Elevate Holding company 1,038.81 - -
loans / Inter- Campuses
corporate Limited**
deposits given
Repayment of Good Host Fellow subsidiaries 46.50 - -
loans / Inter- Spaces
corporate (Sonipat)
deposits given Private
Limited
Good Host Spaces Educational Foundation
26Particulars Fiscals ended
Nature of Related Nature of relationship March 31, 2025 March 31, 2024 March 31, 2023
transaction parties with
whom
transactions
have taken
place
Donations Elevate Holding company 7.74 1.75 0.19
received Campuses
Limited**
Donations Good Host Fellow subsidiaries - 0.34 -
received Spaces
(Jagdishpur)
Private
Limited
Issue of Equity Elevate Holding company - - 0.00*
Shares Campuses
Limited**
Payable (for Elevate Holding company 0.55 0.07 -
reimbursement Campuses
of expenses) Limited**
Payable (for Good Host Fellow subsidiaries 0.00* - -
reimbursement Spaces
of expenses) (West)
Private
Limited$
Elevate Hostel Management Services Private Limited^
Issue of Equity Elevate Holding company 0.00* - -
Shares Campuses
Limited**
** Elevate Campuses Limited (Formerly known as Good Host Spaces Limited)
$ Good Host Spaces (West) Private Limited (Formerly known as Good Host Spaces (Manipal) Private Limited)
^ Elevate Hostel Management Services Private Limited (Formerly known as Good Host Spaces Management Services Private Limited)
& formerly known as Good Host Spaces (Nagpur) Private Limited
* in ₹ 1,000
For details of the related party transactions, see “Other Financial Information - Related Party Transactions”, on
page 500.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, directors
of our Promoters, our Directors, and their relatives (as defined under the Companies Act 2013) 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 Draft Red Herring
Prospectus.
Weighted average price at which the specified securities of the Company were acquired by each of our
Promoters in the last one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which specified securities of the Company were acquired by our Promoters in the
last one year immediately preceding the date of this Draft Red Herring Prospectus is as follows:
Equity Shares:
Sr. Equity Shares
No. Name of Promoter Number of Equity Weighted average
Shares acquired price per Equity
in last one year Share (in ₹)
1. Genius Bidco Nil* Not Applicable
2. Genius Rajkot Nil* Not Applicable
* There has been no acquisition of equity shares by the Promoters in the last one preceding year.
27Compulsory Convertible Preference Shares (“CCPS”):
Sr. Preference Shares
No. Name of Promoter Number of CCPS Weighted
acquired in last average price per
one year Preference
Shares (in ₹)
1. Genius Bidco 66,313,116^# Nil
2. Genius Rajkot Nil Not Applicable
As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
^Acquired pursuant to a bonus allotment.
#Of 66,313,116 CCPS, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod Raja Rao (as a nominee of Genius
Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv)
Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharad Singhee (as a nominee of Genius Bidco) holds
3 CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; and (vii)
Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1
Convertible Debentures (“CD”):
Sr. Convertible Debentures
No. Name of Promoter Number of CD Weighted
acquired in last average price per
one year CD (in ₹)
1. Genius Bidco Nil Not Applicable
2. Genius Rajkot 52,500,000 200.00
As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025. .
Weighted average cost of acquisition of all shares transacted in the last one year, eighteen months and three
years preceding the date of this Draft Red Herring Prospectus
The details of weighted average cost of acquisition of all shares transacted in the last one years, eighteen months
and three years preceding the date of this Draft Red Herring Prospectus is as follows:
Equity Shares:
Period Weighted average cost of Cap price is ‘X’ times Range of acquisition
acquisition (in ₹)*# the Weighted average price: Lowest Price –
cost of acquisition Highest Price (in ₹)*^#
Last one year Nil [●] NA NA
Last eighteen months Nil [●] NA NA
Last three years 591.67 [●] 591.67 591.67
^ As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
*To be updated upon finalization of the Price Band.
# Excluding gift and bonus transactions.
CCPS:
Period Weighted average cost of Cap price is ‘X’ times Range of acquisition
acquisition (in ₹)# the Weighted average price: Lowest Price –
cost of acquisition Highest Price (in ₹)*^
Last one year NA [●] NA NA
Last eighteen months NA [●] NA NA
Last three years NA [●] NA NA
^ As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
*To be updated upon finalization of the Price Band.
# Excluding gift and bonus transactions.
CD:
Period Weighted average cost of Cap price is ‘X’ times Range of acquisition
acquisition (in ₹)# the Weighted average price: Lowest Price –
cost of acquisition Highest Price (in ₹)*^
Last one year 200.00 [●] 200.00 200.00
Last eighteen months 200.00 [●] 200.00 200.00
Last three years 200.00 [●] 200.00 200.00
^ As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
*To be updated upon finalization of the Price Band.
# Excluding gift and bonus transactions.
28Details of price at which specified securities were acquired by our Promoters, members of Promoter Group
and Shareholders with special rights in our Company
Except as stated below, there have been no specified securities that were acquired in the last three years preceding
the date of this Draft Red Herring Prospectus, by our Promoters, members of our Promoter Group and
Shareholders with special rights in our Company:
Equity Shares:
Sr. Name of the Acquirer/ Category of Date of Number of Acquisition Nature of
No Shareholder Acquirer/ Acquisition Equity price per Transaction
Shareholder Shares Equity
acquired Share (in ₹)*
1. Genius Bidco Promoter November 21, 13,846,969 591.67 Cash
2023
2. Genius Bidco Promoter November 21, 1,431,827 591.67 Cash
2023
3. Genius Bidco Promoter November 21, 6,825,576 591.67 Cash
2023
* As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
CCPS:
Sr. Name of the Acquirer/ Category of Date of Number of CCPS Acquisition Nature of
No Shareholder Acquirer/ Acquisition acquired# price per Transaction
Shareholder CCPS (in
₹)*
1. Genius Bidco Promoter September 66,313,116 NA Bonus
19, 2025 allotment in
the ratio of
three CCPS
for every one
Equity
Shares held
*As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
#Of 66,313,116 CCPS, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod Raja Rao (as a nominee of Genius
Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay
Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharad Singhee (as a nominee of Genius Bidco) holds 3
CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; and (vii)
Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1.
CD:
Sr. Name of the Acquirer/ Category of Date of Number of Acquisition Nature of
No Shareholder Acquirer/ Acquisition CD acquired price per Transaction
Shareholder CD (in ₹)*
1. Genius Rajkot Promoter September 24, 52,500,000 200.00 Private
2025 Placement
*As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
Average cost of acquisition of Equity Shares of the Company held by our Promoters
The average cost of acquisition of Equity Share of the Company held by our Promoters in respect of their
shareholding in the Company, as at the date of this Draft Red Herring Prospectus is as follows:
Equity Shares
S. Name of Promoter Number of Equity Shares Average cost of
No. bearing face value of ₹1 acquisition per Equity
each# Share bearing face value
of ₹1 each (in ₹)
1. Genius Bidco 88,471,488^ 147.92
2. Genius Rajkot 52,500,000 200.00
* As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
#Equity Shares on a fully diluted basis has been computed assuming conversion of all the CCPS and the CDs at the maximum conversion
ratio, as the case may be, held by the Promoters.
29^ Including Equity Shares held by nominee shareholders.
Details of Pre-IPO Placement
Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities,
aggregating up to ₹5,100.00 million, as may be permitted under applicable law, at its discretion, prior to filing of
the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided
by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule 19(2)(b) of
the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the
completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to 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 (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
Issue of equity shares for consideration other than cash in the last one year (excluding bonus issue)
Our Company has not issued any Equity Shares or Preference Shares for consideration other than cash during a
period of one year preceding the date of this Draft Red Herring Prospectus.
Split/ Consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of Equity Shares in one year preceding the date of
this Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not sought any exemption from complying with any provisions of securities laws from SEBI.
30CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to “India” 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 in this
Draft Red Herring Prospectus to: (i) “US”, the “U.S.” or the “United States” are to the United States of America
and its territories and possessions; (ii) “UAE” are to United Arab Emirates; and (iii) “Singapore” are to Republic
of Singapore.
Unless indicated otherwise, all references to time in this Draft Red Herring Prospectus are to Indian Standard
Time (“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a
calendar year.
Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft 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. Accordingly, all references to a particular fiscal or financial year are to
the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year.
Unless indicated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our
Restated Consolidated Summary Statement.
The Restated Consolidated Summary Statements of our Company and its Subsidiaries comprises of the Restated
Consolidated Summary Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31,
2023, the Restated Consolidated Summary Statement of Profit and Loss (including Other Comprehensive
Income), Restated Consolidated Summary Statement of Changes in Equity and the Restated Consolidated
Summary Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and
the summary statement of material accounting policies and explanatory notes, which are prepared to comply in
all material respects with the requirements of (i) Section 26 of Part I of Chapter III of the Companies Act, 2013,
as amended (the “Companies Act, 2013”); (ii) Relevant provisions of The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, (the “SEBI ICDR Regulations”) SEBI on
September 11, 2018 as amended from time to time in pursuance of the Securities and Exchange Board of India
Act, 1992; and (iii) Guidance note on Reports in Company Prospectuses (Revised 2019) (the “Guidance Note”)
issued by the Institute of Chartered Accountants of India (the “ICAI”) as amended. The Restated Consolidated
Summary Statements have been compiled by the management from the audited consolidated financial statements
of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, which were
prepared 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 from time to time, other
accounting principles generally accepted in India and presentation requirements of Division II of Schedule III of
Companies Act, 2013.
The Restated Consolidated Summary Statements have been compiled by the management from the audited
consolidated financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, which were prepared 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 from time to time, other accounting principles generally accepted in India and presentation requirements
of Division II of Schedule III of Companies Act, 2013. For further information, see “Restated Consolidated
Summary Statement” on page 380.
We have included in this Draft Red Herring Prospectus, the unaudited proforma financial information of our
Company, comprising of unaudited proforma balance sheet as at March 31, 2025, March 31, 2024 and March 31,
2023 and unaudited proforma statement of profit and loss for the year ended March 31, 2025, March 31, 2024 and
March 31, 2023 read with select explanatory notes thereon. The unaudited proforma financial information has
been prepared by our Company to illustrate the impact of the acquisition undertaken and proposed to be
31undertaken, as if that acquisition had taken place as at March 31, 2025, March 31, 2024 and March 31, 2023,
respectively for the purpose of unaudited proforma balance sheet as at March 31, 2025, March 31, 2024 and March
31, 2023, respectively and as at April 1, 2024, April 1, 2023 and April 1, 2022, respectively for the purpose of
unaudited proforma statement of profit and loss for the years ended March 31, 2025, March 31, 2024 and March
31, 2023, respectively. For further details, see “Summary of Pro Forma Financial Information”, “Proposed
Acquisitions”, “Risk Factors – The Unaudited Pro Forma Financial Information included in this Draft Red
Herring Prospectus is presented for illustrative purposes only and may not accurately reflect our future financial
condition and results of operations ” on pages 93, 270, and 50, respectively.
There are significant differences between the Ind AS, the International Financial Reporting Standards issued by
the International Accounting Standard Board (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 Draft 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 Draft 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 Draft Red Herring Prospectus.
For details see, “Risk Factors – Certain non-generally accepted accounting principle financial measures and
other statistical information relating to our operations and financial performance have been included in this Draft
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 with those presented by other companies”- on page 70.
Prospective investors should consult their own professional advisers for an understanding of the differences
between these accounting principles and those with which they may be more familiar, and the impact on our
financial data. The degree to which the financial information included in this Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, Ind AS, the Companies Act 2013 and the SEBI ICDR Regulations. Any reliance by persons
not familiar with these accounting principles and regulations on our financial disclosures presented in this Draft
Red Herring Prospectus should accordingly be limited.
Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject
to rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the
sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of
the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column
or row. However, where any figures that may have been sourced from third-party industry sources are rounded
off to other than two decimal points in their respective sources, such figures appear in this Draft Red Herring
Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
Non-Generally Accepted Accounting Principles Financial Measures
Certain non-generally accepted accounting principle (“Non-GAAP”) measures, such as EBITDA, EBITDA
Margin, Earnings before interest, tax, depreciation and amortisation and exceptional items, % margin of Earnings
before interest, tax, depreciation and amortisation and exceptional items, Profit margin, Net debt and Net debt to
EBITDA ratio, Net Asset Value per Equity Share, Return on adjusted capital employed, Total Capitalization,
Non-Current Borrowings to Total Equity ratio, and Total Borrowings to Total Equity ratio (“Non-GAAP
Measures”) presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and
liquidity that 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 year 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, the Non-GAAP
Measures as used by our Company and their definition as set out herein, 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 their usefulness 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 they are useful to an investor in evaluating us
because they are widely used measures to evaluate a company’s operating performance. For details see, “Risk
Factors – Certain non-generally accepted accounting principle financial measures and other statistical
32information relating to our operations and financial performance have been included in this Draft 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 with those presented by other companies” on page 70.
Industry and Market Data
For the purpose of confirming our understanding of the industry in connection with the Issue, we have
commissioned and paid for a report titled “K-12 Education and Student Accommodation sector in India ” dated
September 26, 2025 prepared by CBRE, who were appointed pursuant to an engagement letter dated January 28,
2025. The CBRE Report is also available at our Company’s website at https://elevatecampuses.com/investors.
CBRE is an independent agency and is not a related party of our Company, our Subsidiaries, Directors, Key
Managerial Personnel, Senior Management, our Promoters or the Book Running Lead Managers.
Aside from the above, unless otherwise stated, industry and market data used throughout this Draft Red Herring
Prospectus has been obtained from publicly available sources of industry data. The data used in these sources may
have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable.
The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful
depends upon 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 we conduct our business and
methodologies and assumptions may vary widely among different market and industry sources. For details, see
“Risk Factors – Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as IFRS and U.S. GAAP, with which investors may be more familiar” on page 79.
In accordance with the SEBI ICDR Regulations, the section “Basis for Issue Price” on page 140 includes
information relating to our peer group companies, which has been derived from publicly available sources.
Disclaimer by CBRE
The CBRE Report is subject to the following disclaimer:
“CBRE is not operating under a Financial Services License when providing the Industry Report, which do not
constitute financial product advice. Investors should consider obtaining independent advice from their financial
advisor before making any decision to invest in/with the Company.
Any reference to CBRE within the Issue Document must be read in conjunction with the full Industry report.
The Industry Report is strictly limited to the matters contained within, and should not be read as extending, by
implication or otherwise, to any other matter in the Issue Documents. Forecasts, estimates and other forward-
looking statements contained in the Industry Report are inherently uncertain. Changes in factors underlying their
assumptions, or events or a combination of events that cannot be reasonably foreseen can have a significant
impact on the actual results, and future events could differ materially from such forecasts, estimates, or other
forward-looking statements.
The data presented in this report was compiled at the time of its generation. There are no official databases
available for uniform tracking and information can vary as more data becomes available from the market sources.
It is important to note that variations may exist when compared to other reports of a similar nature, due to
differences in the underlying data which may change intermittently as new or updated information becomes
available.
In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis
of all facts and information contained in this Industry Report”
Currency and Units of Presentation
All references to:
(i) “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India;
(ii) “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollar, the official currency of the
United States of America;
33(iii) “AED” or “Dirham” are to the Emirati Dirham, the official currency of United Arab Emirates; and
(iv) “SGD” are to Singapore Dollars, the official currency of the Republic of Singapore.
In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have
been expressed in millions or in whole numbers where the numbers have been too small to represent in millions,
except where specifically indicated. One million represents 10 lakhs or 1,000,000 and 10 million represents one
crore or 10,000,000. However, where any figures that may have been sourced from third party industry sources
are expressed in denominations other than millions in their respective sources, such figures appear in this Draft
Red Herring Prospectus expressed in such denominations as provided in such respective sources.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.
The following table sets forth as of the dates indicated, information with respect to the exchange rate between the
Indian Rupee, the U.S. Dollar:
(in ₹)
Currency Exchange rate as on Exchange rate as on Exchange rate as on
March 31, 2025 March 31, 2024 March 31, 2023
1 US$ 85.58 83.37 82.22
1AED 23.28 22.69 22.36
1 SGD 63.69 61.67 61.83
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.
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their
own examination of our Company and the terms of the Issue, including the merits and risks involved. The Equity
Shares offered in the Issue have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”) or any other applicable law of 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 in the United
States. Accordingly, the Equity Shares are being offered and sold (a) within the United States only to persons
reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act
and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S.
QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred
to in this Draft Red Herring Prospectus as “QIBs”) pursuant to Section 4(a) of the U.S. Securities Act and (b)
outside the United States in “offshore transactions” as defined in, and in compliance with, Regulation S under the
U.S. Securities Act (“Regulation S”) and, in each case, in compliance with the applicable laws of the jurisdiction
where those offers and sales are made. See “Other Regulatory and Statutory Disclosures – Eligibility and Transfer
Restrictions” on page 535.
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.
Notice to Prospective Investors in the European Economic Area
This Draft Red Herring Prospectus is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended
(the “Prospectus Regulation”). This Draft Red Herring Prospectus has been prepared on the basis that any offer
to the public of Equity Shares in any Member State of the European Economic Area (the “EEA”) (each a
34“Member State”) will be made pursuant to an exemption under the Prospectus Regulation from the requirement
to publish a prospectus.
Accordingly, any person making or intending to make an offer to the public in any Member State of Equity Shares
which are the subject of the Issue contemplated in this Draft Red Herring Prospectus may only do so in
circumstances in which no obligation arises for our Company or any of the BRLMs to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation in relation to such offer. None of our Company or the BRLMs
have authorized, nor do they authorise, the making of any offer of Equity Shares through any financial
intermediary, other than the offers made by the Book Running Lead Managers which constitute the final placement
of Equity Shares contemplated in this Draft Red Herring Prospectus.
For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in any
Member State means the communication in any form and by any means of sufficient information on the terms of
the Issue and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.
Information to EEA Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which
has determined that such Equity Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the
MiFID II Product Governance Requirements) (“EEA Distributors”) should note that: the price of the Equity
Shares may decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed
income and no capital protection; and an investment in the Equity Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the
Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Book Running Lead
Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each EEA Distributor
is responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This Draft Red Herring Prospectus is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms
part of domestic law in the United Kingdom (the “UK Prospectus Regulation”). This Draft Red Herring
Prospectus has been prepared on the basis that any offer to the public of Equity Shares in the United Kingdom
will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a
prospectus. Accordingly, any person making or intending to make an offer to the public within the United
Kingdom of Equity Shares which are the subject of the Issue contemplated in this Draft Red Herring Prospectus
should only do so in circumstances in which no obligation arises for our Company or any of the BRLMs to publish
a prospectus pursuant to Section 85 of the United Kingdom's Financial Services and Markets Act 2000, as
amended (the “FSMA”) in relation to such offer. None of our Company or the BRLMs have authorized, nor do
they authorize, the making of any offer of Equity Shares through any financial intermediary, other than the offers
made by the members of the Syndicate which constitute the final placement of Equity Shares contemplated in this
Draft Red Herring Prospectus.
The communication of this Draft Red Herring Prospectus and any other document or materials relating to the issue
of the Equity Shares offered hereby is not being made, and this Draft Red Herring Prospectus and such other
35documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of
the FSMA. Accordingly, this Draft Red Herring Prospectus and such other documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. This Draft Red
Herring Prospectus and such other documents and/or materials are for distribution only to persons who (i) have
professional experience in matters relating to investments and who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the
Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may
otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). This Draft Red Herring Prospectus and any such other documents and/or
materials are directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this Draft Red Herring Prospectus and any such
other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this Draft Red Herring Prospectus or any other
documents and/or materials relating to the issue of the Equity Shares offered hereby or any of their contents.
For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in the
United Kingdom means the communication in any form and by any means of sufficient information on the terms
of the Issue and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.
INFORMATION TO UK DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), and
disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the
purposes of the UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Equity Shares
have been subject to a product approval process, which has determined that such Equity Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law; (b) eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) retail clients who do not meet
the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for distribution
through all distribution channels as permitted by the UK MiFIR Productive Governance Rules (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK
MiFIR Product Governance Rules) (“UK Distributors”) should note that: the price of the Equity Shares may
decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed income and
no capital protection; and an investment in the Equity Shares is compatible only with investors who do not need
a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Book Running Lead Managers
will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the
Equity Shares. Each UK Distributor is responsible for undertaking its own target market assessment in respect of
the Equity Shares and determining appropriate distribution channels.
AVAILABLE INFORMATION
Our Company is not currently required to file periodic reports under Section 13 or 15 of the Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”). In order to permit compliance with Rule 144A under the
U.S. Securities Act in connection with the resales of the Equity Shares, we agree to furnish upon the request of a
shareholder or a prospective purchaser the information required to be delivered under Rule 144A(d)(4) of the U.S.
Securities Act if at the time of such request we are not a reporting company under Section 13 or Section 15(d) of
the U.S. Exchange Act, or are not exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
36FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our
expected financial condition and results of operations, cashflow, business, plans and prospects are forward looking
statements, which include statements with respect to our business strategy, our revenue and profitability, our goals
and other matters discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts.
These forward-looking statements can generally be identified by words or phrases such as “aim”, “anticipate”,
“believe”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”, “will
continue”, “seek to”, “strive to”, “will pursue”, “will achieve” or other words or phrases of similar import.
Similarly, statements which describe our strategies, objectives, plans or goals are also forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations, and are subject to
risks, uncertainties and assumptions about us that could cause actual results to differ materially from those
contemplated by such forward-looking statements. This could be due to risks or uncertainties associated with our
expectations with respect to, but not limited to, regulatory changes in the industry we operate in 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 that may have an impact
on our business or investments, monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence
in interest rates, foreign exchange rates, equity prices or other rates and prices, the general performance of Indian
and global financial markets, changes in the competitive landscape and incidence of any natural calamities and/or
violence.
Significant factors that could cause our actual results to differ materially include, but are not limited to:
• The Balance Sheet Date Group derived 100.00% of its revenue from operations in the last three Financial
Years, from the student accommodation business. Any inability to maintain occupancy rates may
adversely affect our business, results of operations, financial condition, and cash flows.
• The Balance Sheet Date Group derived 89.00%, 88.60%, 87.50% of its revenue from operations for the
Financial Years 2025, 2024, and 2023, respectively, from three of its largest HEIs. Any adverse
developments affecting such HEIs may adversely affect our business, results of operations, financial
condition, and cash flows.
• The Balance Sheet Date Group derived 100% of its revenue from operations in the last three Financial
Years, from HEIs and other student accommodation assets (Woodstock and County) located in the
northern and southern regions of India. Any adverse developments affecting such regions may adversely
affect our business, results of operations, financial condition and cash flows.
• Delays in payment of lease rentals by the operators of K-12 Assets or monthly management
fees by HEIs in our Managed Portfolio for student accommodation may adversely affect our
business, results of operations, and cash flows.
• Our Company proposes to utilize approximately 43.14% of the Gross Proceeds of the Issue
towards funding the Proposed Acquisitions from K-12 HoldCos which are affiliates of our
Promoters. We may not be able to achieve anticipated benefits following the acquisition of K-
12 Assets, which may adversely affect our business, results of operations, financial condition,
and cash flows.
For a further discussion of factors that could cause our actual results to differ from expectations, see “Risk
Factors”, “Our Business”, “Industry Overview”, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 39, 293, 158 and 501, 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. Forward-looking
statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of
future performance. Although we believe that the assumptions on which such statements are based are reasonable,
any such assumptions as well as the statements based on them could prove to be inaccurate. These statements are
based on our management’s belief and assumptions, which in turn are based on currently available information.
37We cannot assure 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 as a guarantee of our future performance.
Neither our Company, our Promoters, Directors, nor the Syndicate, or 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 SEBI ICDR Regulations, our Company and the BRLMs will ensure that Bidders in India are
informed of material developments, which may have a material effect on our Company from the date of this Draft
Red Herring Prospectus until the time of Allotment.
38SECTION II – RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. Prospective investors should carefully consider
all information in this Draft Red Herring Prospectus, including the risks and uncertainties described below,
before making an investment in our Equity Shares. The financials and other related implications of the risks
described in this section, to the extent quantifiable, have been disclosed in the risk factors below. In making an
investment decision, prospective investors must rely on their own examination of our business and the terms of
the Issue, including the merits and risks involved. Prospective investors should consult their tax, financial and
legal advisors about the particular consequences to them of an investment in our Equity Shares. If any or some
combination of the following risks actually occur, or if any of the risks that are currently not known or deemed to
be not relevant or material now actually occur or become material in the future, our business, results of
operations, financial condition, cash flows, and prospects could suffer, the trading price of the Equity Shares
could decline and prospective investors may lose all or part of their investment.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may
not be exhaustive or the only risks relevant to us, the Equity Shares, the geographies, or the industry and sector
which we currently operate in or propose to operate in, and also impair our business, results of operations,
financials conditions and cash flows. Some risks may be unknown to us and other risks currently believed to be
immaterial, could be or become material. Furthermore, some events may be material collectively rather than
individually. To obtain a complete understanding of our business, prospective investors should read this section
in conjunction with the sections “Our Business”, “Industry Overview”, “Key Regulations and Policies”,
“Management’s Discussion and Analysis of Financial Condition and Results of operations”, “Unaudited Pro
Forma Financial Information”, “Proposed Acquisitions” and “Restated Consolidated Summary Statement”
beginning on pages 293, 158, 329, 501, 454, 270 and 380, respectively.
As on the date of this Draft Red Herring Prospectus, the “Balance Sheet Date Group” refers to our Company
and our Subsidiaries as at and during March 31, 2025, 2024 and 2023 (on restated basis). We have (i) acquired
(a) student accommodation management business and related assets (“ScholarZ”), and (b) Elevate UAE Assetco
Holdings Pte. Ltd. (including its subsidiaries, Souk HIS Holdings Limited (“Souk HIS UAE”), Souk NLCS
Holdings Limited (“Souk NLCS UAE”), Souk HIS Holdings Pte. Ltd. (“Souk HIS Singapore”) and Souk NLCS
Holdings Pte. Ltd. (“Souk NLCS Singapore”)); and (ii) transferred our rights, title and interest in the student
accommodation business at one HEI in Karnataka (“HEI Karnataka”) between April 1, 2025 and the date of
this Draft Red Herring Prospectus (collectively with the Balance Sheet Date Group, the “Pre-Acquisition
Group”). For further details in relation to the acquisitions and transfers of rights, title and interest, see “History
and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 338.
Further, we have entered into securities purchase agreements to acquire IS Chintamani, IS Tumkur, IS Kadiri, IS
Korba, IS Gurgaon, SMESPL, PE Kanakapura, PE Bangalore, PE Ramanagara, PE Hyderabad, PE Bowenpally,
PE Hisar, PE Chennai and CE Bangalore (collectively, the “K-12 Entities and Campuses”) with the Net
Proceeds of the Issue (the “Proposed Acquisitions”). For further details, see “Objects of the Issue” and
“Proposed Acquisitions” on pages 123 and 270, respectively. Upon completion of the Proposed Acquisitions, the
K-12 Entities and Campuses will become the subsidiaries of our Company. Among the K-12 Entities and
Campuses, PE Ramanagara and CE Bangalore, own student accommodation facilities, managed by the respective
higher education institutions (“HEIs”), i.e., SET Hostel and IFIM College Hostel, respectively. Unless otherwise
stated, references in this section to “we”, “our”, “us” or “Elevate Platform” are to the “Post-Acquisition
Group”, i.e., Pre-Acquisition Group along with the K-12 Entities and Campuses.
Unless otherwise indicated or the context otherwise requires, the financial information for Financial Years 2025,
2024 and 2023, included herein is derived from the Restated Consolidated Summary Statement included in this
Draft Red Herring Prospectus. Additionally, we have presented unaudited pro forma financial information for
Financial Years 2025, 2024 and 2023 in this section, which are based on Unaudited Proforma Financial
Information, to illustrate the impact of the acquisition of ScholarZ, Elevate UAE Asset Holdings Pte. Ltd.
(including its subsidiaries, Souk HIS UAE, Souk NLCS UAE, Souk HIS Singapore and Souk NLCS Singapore)
and the Proposed Acquisitions on our financial position, as if the acquisitions had taken place (i) on March 31,
2025, March 31, 2024 and March 31, 2023, respectively, for the purpose of unaudited proforma balance sheet as
at March 31, 2025, March 31, 2024 and March 31, 2023; and (ii) on April 1, 2024, April 1, 2023 and April 1,
2022, respectively, for the purpose of unaudited proforma statement of profit and loss for the years ended March
31, 2025, March 31, 2024 and March 31, 2023. In this regard, please see “Risk Factors – The Unaudited
Proforma Financial Information included in this Draft Red Herring Prospectus is presented for illustrative
purposes only and may not accurately reflect our future financial condition and results of operations.” on page
3950. Unless otherwise indicated or the context otherwise requires, we have provided all operational information
included herein as of August 31, 2025, assuming the completion of the acquisition of Elevate UAE Asset Holdings
Pte. Ltd. and as of or for the Academic Years 2025, 2024 and 2023, for the Post-Acquisition Group. Elevate UAE
Asset Holdings Pte. Ltd. was acquired on September [●], 2025. Our Financial Year commences on April 1 and
ends on March 31 of the subsequent year, and references to a particular Financial Year are to the 12 months
ended March 31 of that year.
This Draft Red Herring Prospectus also contains forward-looking statements, which refer to future events that
involve known and unknown risks, assumptions, estimates, uncertainties, and other factors, many of which are
beyond our control, which may cause the actual results to be materially different from those expressed or implied
by the forward-looking statements. See “Forward-Looking Statements” beginning on page 37. 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, the industry-related information contained in this Draft Red Herring Prospectus is
derived from the report titled “Industry Report on the K-12 education and student accommodation sector in India”
dated September 26, 2025 (the “CBRE Report”), which has been commissioned and paid for by our Company
for an agreed fee and prepared only for the purposes of confirming our understanding of the industry exclusively
in connection with the Issue. The CBRE Report is available on the website of our Company at
www.elevatecampuses.com/investors from the date of this Draft Red Herring Prospectus until the Bid/ Issue
Closing Date and has also been included in the “Material Contracts and Documents for Inspection – Material
Documents” on page 626. We have officially engaged CBRE South Asia Private Limited (“CBRE”), in connection
with the preparation of the CBRE Report pursuant to an engagement letter dated January 28, 2025. Unless
otherwise indicated, all financial, operational, industry, and other related information derived from the CBRE
Report and included herein with respect to any particular period refers to such information for the relevant
financial period. The data included in this section includes excerpts from the CBRE 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 Issue), that have been left out or changed in any manner. For further details, see “Risk Factor- This Draft
Red Herring Prospectus contains information from third parties including an industry report prepared by an
independent third-party research agency, CBRE, which we have exclusively commissioned and paid for to confirm
our understanding of our industry exclusively in connection with the Issue and reliance on such information for
making an investment decision in the Issue is subject to inherent risks.” on page 70.
1. The Balance Sheet Date Group derived 100.00% of its revenue from operations in the last three
Financial Years, from the student accommodation business. Any inability to maintain occupancy rates
may adversely affect our business, results of operations, financial condition, and cash flows.
Our ability to generate revenue and maintain profitability is dependent on sustaining high occupancy rates across
student accommodation in our Owned Portfolio. Set forth below are the details of contribution of student
accommodation in our Owned Portfolio to revenue from operations of the Balance Sheet Date Group for the last
three Financial Years:
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Revenue from student accommodation in our Owned 3,670.01 3,460.15 2,925.01
Portfolio (in ₹ million)
Revenue from student accommodation in our Owned 99.24% 99.72% 100.00%
Portfolio, as a percentage of revenue from operations of
the Balance Sheet Date Group for the relevant Financial
Year (in %)
Revenue from student accommodation in our Managed 28.10 9.86 -
Portfolio (in ₹ million)
Revenue from student accommodation in our Managed 0.76% 0.28% -
Portfolio, as a percentage of revenue from operations of
the Balance Sheet Date Group for the relevant Financial
Year (in %)
The following table sets forth the occupancy (Owned Beds)% for student accommodation in our Owned Portfolio
for the last three Financial Years:
40Occupancy (Owned Beds) (%)*
Academic Years
2025 2024 2023
Student accommodation in our 99.47% 99.92% 99.75%
Owned Portfolio
* Occupancy (Owned Beds) is calculated as total Owned Beds occupied in the year divided by total Owned Beds in the respective year.
Failure to achieve or maintain these occupancy rates for any reason, may result in reduction in our revenues.
Potential reasons may include a decline in student enrolment at the HEI, adverse reputational events affecting the
HEI, increased competition from alternative housing providers, regulatory restrictions and macroeconomic
conditions. For instance, on June 30, 2025, we terminated the lease for County and accordingly, the student
accommodation at County is vacant and unleased as on August 31, 2025. Further, the student accommodation at
Woodstock is vacant with effect from September 28, 2025. For details, see “Risk Factors – Our County and
Woodstock assets are currently vacant and any delay in their leasing could adversely affect our business, results
of operations, financial condition, and cash flows.” on page 53. While these vacancies have not materially
impacted our occupancy rates, we cannot assure that instances impacting our occupancy rates will not occur in
the future. Further, we cannot assure you that we will consistently achieve targeted occupancy rates across our
student accommodation business. A sustained shortfall could not only affect our revenue from operations but also
result in adverse contractual consequences. Any such developments may adversely affect our business, results of
operations, financial condition, and cash flows.
2. The Balance Sheet Date Group derived 89.00%, 88.60%, 87.50% of its revenue from operations for
the Financial Years 2025, 2024, and 2023, respectively, from three of its largest HEIs. Any adverse
developments affecting such HEIs may adversely affect our business, results of operations, financial
condition, and cash flows.
We derive a significant portion of our revenue from operations from our largest HEIs. The following table sets
forth the revenue contribution from three of the largest HEIs of the Balance Sheet Date Group, for the last three
Financial Years:
Name of For the Financial Year
Institute 2025 2024 2023
Revenue (% of Revenue (% of Revenue (% of
from revenue from from revenue from from revenue from
operations (in operations) operations (in operations) operations (in operations)
₹ million) ₹ million) ₹ million)
One HEI in 1,900.83 51.40% 1,828.70 52.70% 1,442.03 49.30%
Haryana (“HEI
Haryana”)
Manipal 1,168.60 31.60% 1,051.41 30.30% 950.63 32.50%
University Jaipur
(“MUJ”)
One HEI in 221.89 6.00% 194.32 5.60% 166.73 5.70%
Himachal
Pradesh (“HEI
Himachal
Pradesh”)
Total revenue 3,291.32 89.00% 3,074.43 88.60% 2,559.38 87.50%
from the three
largest HEIs
We cannot assure you that we will be able to maintain historical levels of business with our largest HEIs. Any
adverse developments affecting any of these HEIs or deterioration in our relationships with these HEIs may in
turn impact our ability to continue operations with such institutions and may adversely affect our business, results
of operations, financial condition, and cash flows. While we have not faced any such material instances of inability
to maintain our relationship with our largest HEIs in the past three Financial Years, any failure by us to maintain
our relationship with these HEIs will have an adverse effect on our financial performance and results of operations.
In addition, any factors or events which adversely affect the business or operations of these HEIs could in turn
adversely affect our business and results of operations.
413. The Balance Sheet Date Group derived 100% of its revenue from operations in the last three Financial
Years, from HEIs and other student accommodation assets (Woodstock and County) located in the
northern and southern regions of India. Any adverse developments affecting such regions may
adversely affect our business, results of operations, financial condition and cash flows.
We derive a significant portion of our revenue from operations from HEIs located in the northern and southern
regions of India. The following table sets forth the revenue contribution across the northern and southern regions
in India of the Balance Sheet Date Group, for the last three Financial Years:
Region For the Financial Year
2025 2024 2023
Revenue (% of Revenue (% of Revenue (% of
from revenue from from revenue from from revenue from
operations (in operations) operations (in operations) operations (in operations)
₹ million) ₹ million) ₹ million)
Northern 3,291.32 89.00% 3,074.43 88.60% 2,559.38 87.50%
Southern 406.79 11.00% 395.58 11.40% 365.63 12.50%
Revenue from 3,698.11 100.00% 3,470.01 100.00% 2,925.01 100.00%
operations
The concentration of our revenue from operations in the northern and southern regions of India increases our
vulnerability to state-level regulatory changes, policy changes by educational institutions, natural disasters,
infrastructural impairments, localized economic slowdowns, or political disruptions in this region. While there
have not been any material adverse developments in the last three Financial Years, potential regulatory,
institutional, environmental, political, economic, infrastructural or relational risks could pose challenges in the
future. These risks, if realized, may lead to increased operating costs, disruptions in service delivery, early contract
terminations or non-renewals, or reputational harm. If such developments were to persist or escalate, they may
affect our ability to maintain service quality and relationships, potentially straining operational resilience and
eroding stakeholder confidence, thereby adversely affecting our business, results of operations, financial condition
and cash flows.
4. Delays in payment of lease rentals by the operators of K-12 Assets or monthly management fees by
HEIs in our Managed Portfolio for student accommodation may adversely affect our business, results
of operations, and cash flows.
The Post-Acquisition Group derived a significant portion of its revenues from lease rentals paid to us by operators
of K-12 Assets (“K-12 Operators”) under agreements entered into with such K-12 Operators. Further, the Post-
Acquisition Group derived a portion of its revenue from management fees payable by HEIs on a monthly basis in
our Managed Portfolio for student accommodation business. Set forth below are the details of the contribution
towards revenue from operations for our Managed Portfolio for our student accommodation business, and K-12
Assets for the Financial Years 2025, 2024 and 2023:
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Pro forma revenue from operations from our student 354.86 296.20 130.75
accommodation (Managed Portfolio) (in ₹ million)
Pro forma revenue from operations from our student 6.35% 5.68% 3.01%
accommodation (Managed Portfolio), as a percentage of
pro forma revenue from operations (%)
Pro forma revenue from operations from K-12 Assets (in 1,566.68 1,455.88 1,290.07
₹ million)
Pro forma revenue from operations from K-12 Assets, as 28.02% 27.93% 29.69%
a percentage of pro forma revenue from operations (%)
Timely collection of such amounts is critical to ensure the continuity of our contractual arrangements and financial
discipline across counterparties. While all the HEIs and the majority of K-12 Operators have adhered to payment
terms under their respective agreements, there have been instances of delays in payment of lease rentals by K-12
Operators in the last three Financial Years, including delays of one to three months in certain cases.
Such delays, if they become frequent or prolonged, may result in a mismatch between our receivables and our
cost structure, affect our ability to plan operational expenditures, and may adversely affect our cash flows. Further,
42while our agreements may contain provisions requiring the payment of interest or penalties in the event of delayed
payments, our ability to enforce such provisions may be limited due to commercial, reputational, industrial or
regulatory considerations. In addition, there can be no assurance that future delays will not be of a longer duration
or of larger magnitude, or that they will not increase in frequency across K-12 Operators and HEIs in our portfolio.
There have been no material instances of non-recovery of payments from K-12 Operators or HEIs in the last three
Financial Years. However, there is no assurance that such recoverability will be maintained in the future, by the
Post-Acquisition Group. If counterparties fail to meet their payment obligations in a timely manner, it may
adversely affect our business, results of operations and cash flows.
5. Our Company proposes to utilize approximately 43.14% of the Gross Proceeds of the Issue towards
funding the Proposed Acquisitions from K-12 HoldCos which are affiliates of our Promoters. We may
not be able to achieve anticipated benefits following the acquisition of K-12 Assets, which may
adversely affect our business, results of operations, financial condition, and cash flows.
Our Company proposes to utilize approximately 43.14% of the Gross Proceeds of the Issue towards funding the
Proposed Acquisitions from K-12 HoldCos which are affiliates of our Promoters. Set forth below are the details
of the proposed objects of the Issue:
Estimated amount
Particulars
(in ₹ million)
Payment of the purchase consideration for Proposed Acquisitions 11,000
from K-12 HoldCos which are affiliates of our Promoters
Repayment and/ or prepayment, in full or in part, of certain 7,500
outstanding borrowings and prepayment penalties, as applicable,
availed by our Company and certain of our Subsidiaries, namely
GHS Shoolini, GHS Sonipat, Souk HIS UAE and Souk NLCS UAE,
through investment in such Subsidiaries
Funding inorganic growth through unidentified acquisitions, other []
strategic initiatives and general corporate purposes(1)(2)
Net Proceeds(1)(3) []
(1) The cumulative amount to be utilized towards funding inorganic growth through unidentified acquisitions and other strategic initiatives
and general corporate purposes shall not exceed 35% of the Gross Proceeds. Further, the amount to be utilised for each of: (a) funding
inorganic growth through unidentified acquisition and other strategic initiatives; and (b) general corporate purposes, shall not exceed
25% of the Gross Proceeds.
(2) To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(3) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ [●] million, as may be permitted
under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. The utilisation of the proceeds raised
pursuant to the Pre-IPO Placement will be done towards the objects in compliance with applicable law. Prior to the completion of the
Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
For further details, see “Objects of the Issue” and “Proposed Acquisitions” on pages [●] and [●], respectively.
While our acquisition of two K-12 assets in Dubai on September 23, 2025 and our Proposed Acquisitions
represents an opportunity to enhance our platform by expanding our footprint within the education services sector,
there are inherent risks in achieving anticipated benefits of such acquisitions. The K-12 Assets operate under a
distinct set of agreements with K-12 Operators that are engaged in managing and operating K-12 Assets. These
agreements include rentals to be paid, rental escalation terms generally ranging from three to five percent,
minimum lock-in generally ranging from 10 to 29 years. The terms of these agreements may vary across K-12
Assets and may not align with our current operational protocols and standard operating procedures. As a result of
such variations, including differences in rental obligations, escalation clauses, lock-in periods, and management
responsibilities, we may face difficulties managing and administering the K-12 Assets. It is possible that the
integration of the operations of the K-12 Assets could result in inconsistencies in standards, controls or procedures,
particularly due to the scale of the combined business.
An inability to realize the full extent of the anticipated benefits of the acquisitions of K-12 Assets, or an inability
to fully identify the liabilities associated with the acquisitions of K-12 Assets, may adversely affect our reputation,
43business and results of operations which may affect the value of the Equity Shares after the completion of the
Proposed Acquisitions.
Further, the securities purchase agreements entered into for the Proposed Acquisitions lay down the terms and
conditions and closing actions governing the Proposed Acquisitions. The completion of the Proposed Acquisitions
transaction will occur after the satisfaction or waiver of the conditions precedent, which include our Company
obtaining the listing and trading approval from the Stock Exchanges, and completion of closing actions within
seven business days from the date of receipt of listing and trading approval from the Stock Exchanges or such
other date as mutually agreed by between our Company and the K-12 HoldCos. For further details, see “Proposed
Acquisitions – Description of the Securities Purchase Agreements” on page 272. All of these risks, as well as the
others that typically accompany a large transaction such as the Proposed Acquisitions, could adversely affect our
business, financial condition or results of operations.
6. Our agreements with HEIs and K-12 Operators are subject to risks of early termination, non-renewal,
and renegotiation, which could adversely affect our business, results of operations, financial condition
and cash flows.
We operate under long-term contractual arrangements across our student accommodation and K-12 Assets, which
include framework agreements, service level agreements, hostel service agreements (“HSAs”) and lease
arrangements with HEIs and K-12 Operators, as well as direct arrangements with students. With respect to student
accommodation in our Owned Portfolio, while our agreements for three HEIs provide certain protections such as
minimum occupancy guarantees, rights of first fill which ensures that students first occupy student
accommodation operated by us, exclusivity arrangements, and fee parity, they also include provisions allowing
for early termination, post-lock-in, with limited notice. In addition, in the event of prolonged service deficiencies,
or upon default, such contractual protections may be rendered ineffective or considered waived. Further, certain
agreements provide for termination upon the occurrence of specific events such as breach of terms, service
deficiencies, reputational harm or regulatory non-compliance. In addition, we typically enter into agreements with
HEIs for our Managed Portfolio in the student accommodation business, for a period up to five years which may
be terminated with a notice period, ranging from three to six months, post the lock-in period. Further, while we
typically provide ancillary non-academic services (such as mess, laundry and security) to HEIs, we may have to
decrease or discontinue the provision of such services in the future, if the HEIs decide to decrease or discontinue
the outsourcing of these ancillary services, which will result in a decrease in our revenues. For instance, in relation
to one of our HEIs, they have in-sourced and assumed responsibility for these ancillary services under a revised
arrangement with us.
Similarly, under our long-term lease arrangements with K-12 Operators, while the K-12 Operators assume
responsibility for all operating expenses associated with the property, including maintenance, insurance and
property taxes, in addition to the base rent, such agreements may also contain lock-in periods and provisions for
early termination or non-renewal. The termination clause allows K-12 Operators to terminate our operating rights
upon occurrence of defined events. These include service deficiencies, regulatory non-compliance, or reputational
harm.
Though we have not experienced any material instances of termination or non-renewal of contracts on acceptable
terms with HEIs and K-12 Operators in the past three Financial Years, we cannot assure you that such termination
events or non-renewal will not happen in the future thereby adversely affecting our business, results of operations,
financial condition and cash flows.
Further, our service level agreements also include obligations relating to student satisfaction and grievance
redressal. Non-compliance with these obligations may result in penalties or renegotiation of terms. Though there
have been no material instances of non-compliance with such obligations in the last three Financial Years, any
future lapses could expose us to financial or reputational risks.
7. The sale of our student accommodation business at HEI Karnataka may affect our business, results
of operations, financial condition and cash flows.
On February 24, 2025, our Board of Directors approved a plan to transfer all rights, title and interest in the student
accommodation business at HEI Karnataka to the respective HEI, due to commercial considerations. As of March
31, 2025, the assets and liabilities related to this student accommodation were classified as a disposal group held
for sale. Subsequently, on April 9, 2025, we entered into a cancellation and transfer agreement with HEI Karnataka
to transfer this student accommodation business for a consideration of ₹2,075.00 million. For details, please see
44“History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years - Acquisition and
divestment of business undertaking in HEI Karnataka” on page 340.
The disposal comprises assets held for sale as at March 31, 2025, which includes, property, plant and equipment
of ₹7.90 million, intangible assets (including goodwill) of ₹51.40 million, and finance lease receivables of ₹927.97
million, with net assets directly associated with the disposal group of ₹869.41 million. This transaction will result
in a loss of revenue contribution from the HEI Karnataka’s student accommodation going forward, which had
historically generated revenues through rentals and related services. The following table sets forth the revenue
contribution from HEI Karnataka to the revenue from operations of the Balance Sheet Date Group for the last
three Financial Years:
For the Financial Year
2025 2024 2023
Name of HEI (% of (% of (% of
Revenue (in ₹ Revenue (in ₹ Revenue (in ₹
revenue from revenue from revenue from
million) million) million)
operations) operations) operations)
HEI Karnataka 192.30 5.20% 180.44 5.20% 149.18 5.10%
The absence of this revenue stream may adversely affect our overall revenue profile and margins. Further, the
reinvestment of the sale proceeds may not generate returns commensurate with the disposed asset.
8. The Post-Acquisition Group relies on HEIs and K-12 Operators they engage with for the quality of
education provided to students. Any adverse effect on the reputation of the HEIs and K-12 Assets
operated by K-12 Operators, or the brands under which they operate, may adversely affect the
business, results of operations, financial condition, and cash flows of the Post-Acquisition Group.
Our ability to attract and retain students, and thereby generate revenue, is dependent on the perception of quality,
reputation, and standing of the HEIs and K-12 Operators which we collaborate with or operate facilities for. The
table below set out the number of the student accommodations that we own, manage and operate and K-12 Assets
that we own as of the dates indicated:
For the For the For the
Particulars Academic Year Academic Year Academic Year
2025 2024 2023
Student Accommodation (Owned Portfolio) 6 6 6
Student Accommodation (Managed Portfolio)* 13 11 8
K-12 Assets 16 13 12
*Includes MUJ and HEI Haryana, which also forms part of our owned portfolio for student accommodation.
The table below set out the contribution of student accommodation and K-12 Assets towards revenue from
operations in the last three Financial Years (on a pro forma basis):
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Pro forma revenue from operations from Student 3,670.01 3,460.15 2,925.01
Accommodation (Owned Portfolio) (in ₹ million)
Pro forma revenue from operations from Student 65.63% 66.39% 67.31%
Accommodation (Owned Portfolio), as a percentage of
total pro forma revenue from operations (%)
Pro forma revenue from operations from Student 354.86 296.20 130.75
Accommodation (Managed Portfolio) (in ₹ million)
Pro forma revenue from operations from Student 6.35% 5.68% 3.01%
Accommodation (Managed Portfolio), as a percentage of
total pro forma revenue from operations (%)
Pro forma revenue from operations from K-12 Assets (in 1,566.68 1,455.88 1,290.07
₹ million)
Pro forma revenue from operations from K-12 Assets, as 28.02% 27.93% 29.69%
a percentage of total pro forma revenue from operations
(%)
Total pro forma revenue from operations (in ₹ million) 5,591.55 5,212.23 4,345.83
45While, we are not involved in managing the academic curriculum of the HEIs, any negative publicity or
reputational issues, regulatory censure, decline in academic standards, reduction in accreditation rankings, or
disruption in operations (including due to pandemics, lockdowns, faculty attrition, student dissatisfaction, or
political/administrative issues) affecting any of our HEIs could reduce student interest thereby leading to lower
student enrolments, adversely affect perception of quality or credibility, and reduce demand for on-campus or
associated services that we provide. Such circumstances could also affect occupancy rates across our student
accommodation portfolio or fee realization timelines and levels, which are typically directly linked to student
headcount. For details of revenue contribution of our three largest HEIs for the last three Financial Years, see “-
The Balance Sheet Date Group derived 89.00%, 88.60%, 87.50% of its revenue from operations for the Financial
Years 2025, 2024, and 2023, respectively, from three of its largest HEIs, all of which are located in the Northern
region of India. Any adverse developments affecting such HEIs or the Northern region of India may adversely
affect our business, results of operations, financial condition, and cash flows.” on page 41.
Similarly, if the reputation or overall performance of a K-12 Asset is adversely affected, it may impair the K-12
Operator’s ability to sustain fee collections, which in turn could affect our ability to realize lease rentals in full
and on a timely basis. While there have been no material instances in the last three Financial Years, we cannot
assure you that our HEIs and K-12 Assets will continue to maintain or enhance their academic quality or
reputational standing. Any adverse event affecting them could affect our business, results of operations, financial
condition, and cash flows.
9. Our expansion into greenfield development projects exposes us to regulatory, execution, financing
and reputational risks, which may adversely affect our business, results of operations, financial
condition and cash flows.
Historically, our growth has primarily been driven through acquisition of existing facilities and brownfield
developments. We have more recently begun to pursue greenfield development opportunities, which involve the
construction of new student accommodation facilities and K-12 Assets on undeveloped or previously
underdeveloped land. The following table sets forth the details of our greenfield developments:
S. Name of Institution Business Number of beds / Built up Estimated Expected
No vertical Area upon completion of timeline for Capital
. development completion of Expenditu
development re (in ₹
million)
1 Premier technology institute Student ~1,878 beds Financial Year 1,719.60
in South India* Accommodati 2028
on
2 St. Andrews Keesara K-12 Assets ~60,000 sq. ft. of Built-up Financial Year 300.00
Area 2028
3 St. Andrews Suchitra K-12 Assets ~182,000 sq. ft. of Built-up Financial Year 900.00
(Brownfield Development) Area 2028
4 St. Andrews Suchitra K-12 Assets ~95,000 sq. ft. of Built-up Financial Year 500.00
(Greenfield Development)# Area 2028
*We have received the letter of award for a greenfield development of student accommodation at a premier technology institute in South
India, in September 2025.
#The expansion of St. Andrews Suchitra includes land parcels for two planned schools.
While these projects enable us to expand our footprint and support the growth of HEIs we collaborate with, they
also expose us to risks that are higher in scale and complexity compared to our traditional business model.
Greenfield projects require substantial upfront capital commitments, complex approvals, land acquisition
processes, multi-year execution timelines, and aligning academic cycles, during which market conditions,
construction costs, or HEI demand could change materially. Moreover, as we expand through greenfield
development, the complexity of risk management across our portfolio increases. Without effective institutional
processes and a resilient crisis response framework, the risk of operational lapses across our portfolio may
intensify.
Any delays, cost overruns, inability to achieve projected occupancy rates, regulatory hurdles, or disruptions in
execution could adversely affect the financial viability of these projects and, consequently, our business, results
of operations, financial condition and cash flows.
4610. As there is no central title registry for land parcels in India and property records are generally updated
manually through physical records, we are subject to the risk of inaccuracies, errors, or contradictions
in such property records. Accordingly, we may not be able to identify or correct defects or irregularities
in title to the land which we own, lease, or intend to acquire.
There is no centralized system for maintaining land title records in India. Land and property records are generally
maintained manually by governmental authorities across different jurisdictions, and such records are often
incomplete, fragmented, outdated, or inconsistent. Further, the process of mutation of land records (updating the
records post transfer or subdivision) is not always carried out in a timely or consistent manner.
The following table presents certain summary information about student accommodation in our Owned Portfolio
as of August 31, 2025:
Name of HEI/ property Number of buildings Total Developable / Construction Area
(in square feet)
HEI Haryana 11 1,615,196
MUJ 11 1,105,520
Woodstock 1 244,204
HEI Himachal Pradesh 9
291,845
County 3 266,011
The following table presents certain summary information about our K-12 Assets, as of August 31, 2025:
Name of K-12 Assets Location Area (in acres) Leasable Area (sq. ft.)
Jain International Residential School Bengaluru, Karnataka 37.10 850,284
St. Andrews Suchitra Hyderabad, 4.08 208,621
Telangana
Expansion of St. Andrews Suchitra^ Hyderabad, 5.15 NA
Telangana
St. Michaels Hyderabad, 2.67 132,243
Telangana
Sancta Maria Hyderabad, 4.99 171,293
Telangana
St. Andrews Keesara Hyderabad, 3.80 70,654
Telangana
Expansion of St. Andrews Keesara Hyderabad, 3.78 NA
Telangana
Shri Ram Universal School Chennai Chennai, Tamil Nadu 2.2 185,000
K-12 School Pune Pune, Maharashtra 2.13 69,889
Jain Public School Chintamani, 6.4 95,339
Karnataka
Jain Public School Tumkur, Karnataka 3.5 57,434
Jain Public School Kadiri, Andhra 3.5 49,029
Pradesh
Jain Public School Korba, Chhattisgarh 2.78 40,144
HIS Dubai Dubai, UAE 9.04 359,485#
NLCS Dubai Dubai, UAE 9.50 425,921#
SET Hostel Bengaluru, Karnataka 7.68 271,572
IFIM College Hostel Bengaluru, Karnataka 2.4 73,351
* As per lease deed.
# Total built-up area (as leasable area is not applicable in the leases for Dubai schools)
^ The expansion of St. Andrews Suchitra includes land parcels for two planned schools.
As a result of inaccuracies, errors, omissions, or contradictions in title and revenue records, we are exposed to
risks in the misidentification of property boundaries and ownership, unregistered encumbrances, and unclear or
disputed chain of title. Any defect, irregularity, or grounds for litigation in relation to land titles (whether owned
or leased) may not be readily apparent from a title search. Our rights or title in respect of these lands may be
adversely affected by showing disregard to certain factors including but not limited to improperly executed,
unregistered or insufficiently stamped conveyance instruments in the property’s chain of title, unrecorded or
registered mortgages, and other encumbrances in favor of third parties, irregularities in the process followed by
47the land development authorities and other third parties who acquired the land or conveyed or mutated the land in
our favor, irregularities or mismatches or lacuna in record-keeping and title documentation, pending or
undisclosed inheritance disputes, the absence of conveyance by all right holders and/or absence of conveyance
over the entire extent of underlying land, lack of clarity on individual extents/ portions of survey numbers
conveyed to us, ownership claims of family members or co-owners or prior owners or other defects that we may
not be aware of . Further, in respect of certain K-12 Entity and Campuses namely, PE Chennai and PE Ramanagara
portions of the underlying property have been leased by way of lease deeds which are unregistered as on date of
this Draft Red Herring Prospectus. These lease deeds are yet to be adequately registered, with the jurisdictional
sub-registrar’s office, in absence of which these lease deeds may become unenforceable before the court of law.
We are particularly exposed to these associated risks as our business operations are focused on long-term lease,
acquisition, and development of land parcels for student accommodation and K-12 Assets. Moreover, we cannot
assure that we will be able to detect or cure such issues in a timely manner, or if available, obtain title insurance
that will adequately over any such defects. Further, we may not be able to identify or correct such defects or
irregularities in respect of properties that we currently lease or intend to acquire in the future, which may affect
our ability to scale or sustain our operations as envisaged. While we have not encountered any land disputes in
the last three Financial Years, we cannot provide assurance that such issues may not arise in the future.
In the event that we are unable to establish or maintain clear title to land, this may result delays or disputes in
developing our projects. We may face challenges in enforcing contractual rights, risk of eviction, and difficulties
in obtaining financing from lenders who may require clear, marketable title as a pre-condition. Additionally, we
may be required to incur costs to settle or defend claims or to relocate our operations, and such costs may not be
recoverable. Any such developments may adversely affect our business, results of operations, financial condition,
and cash flows.
11. If we are unable to successfully integrate and realize the anticipated benefits from the businesses that
we acquired or intend to acquire, our business, results of operations, financial condition, and cash
flows could be adversely affected.
Our Company acquired (i) ScholarZ on April 11, 2025; and (ii) Elevate UAE Assetco Holdings Pte. Ltd.
(including its subsidiaries, Souk HIS UAE, Souk NLCS UAE, Souk HIS Singapore and Souk NLCS Singapore)
on September 23, 2025. In addition, we have entered into arrangements to acquire (i) the student accommodation
undertaking of a HEI located in Gujarat (“HEI Gujarat”), (ii) student accommodation undertaking of a HEI
located in Uttarakhand (“HEI Uttarakhand”), and (iii) Jain International Residential School. However, with
respect to HEI Gujarat, the acquisition is subject to the outcome of ongoing litigation involving the sponsor body
of HEI Gujarat which is currently pending. Any adverse outcome in such litigation may affect our rights to acquire,
manage and operate the student accommodation facility at HEI Gujarat. For details on the risks associated with
the acquisition of the K-12 Entities and Campuses from the Net Proceeds of the Issue, see “- Our Company
proposes to utilize approximately 43.14% of the Gross Proceeds of the Issue towards funding the Proposed
Acquisitions from K-12 HoldCos which are affiliates of our Promoters. We may not be able to achieve anticipated
benefits following the acquisition of K-12 Assets, which may adversely affect our business, results of operations,
financial condition, and cash flows” on page 43.
Our growth strategy includes pursuing organic and inorganic growth opportunities. For further details, see “Our
Business – Our Growth Strategies – Pursue organic and inorganic growth with prudent capital allocation” on
page 306. While such transactions are aimed at strengthening our service offerings, market presence and financial
performance, there can be no assurance that we will be able to successfully integrate these businesses, r or other
anticipated synergies in a timely manner or at all. Failure to successfully integrate acquired businesses may result
in increased costs, disruption of existing operations, and an inability to realize strategic benefits, which could
adversely affect our business, results of operations, financial condition and cash flows. Moreover, acquiring,
investing in or entering into strategic alliances with companies based outside of India involves additional risks,
including those related to integration of operations across different cultures and languages, inability to obtain the
necessary regulatory approvals in countries in which we seek to consummate acquisitions, currency risks,
economic, political and regulatory risks and the particular economic, political and regulatory risks associated with
specific countries.
The successful implementation of acquisitions depends on a range of factors, including financing arrangements,
cultural compatibility, and integration. We cannot assure you that such acquisitions will achieve their anticipated
benefits, including any anticipated additional revenue. Further, identifying suitable acquisitions, investments or
alliances can be difficult, time consuming and costly. We cannot assure you that we will be able to identify suitable
acquisition opportunities, negotiate favorable terms or successfully acquire identified targets. Potential difficulties
48that we may encounter as part of the integration process could, among other things, difficulties in integrating the
acquired businesses, operations, technologies, products, and personnel with our existing ones, unforeseen
liabilities, contingencies, or legal issues arising from the acquired businesses or their prior operations, expected
benefits from the acquisitions taking longer to achieve than anticipated, increased costs of financing, amortization,
impairment, or goodwill charges related to the acquired businesses, and difficulties in complying with different
regulatory, legal, tax, accounting, environmental and cultural norms, and standards in the countries where the
acquired businesses operate.
Our acquisitions are generally supported by external debt funding. A constrained debt financing environment, or
an inability to secure third-party borrowings on acceptable terms, may hinder our ability to pursue new
acquisitions or affect the financial returns of such investments. In addition, if we undertake future acquisitions,
we may need to raise additional capital through debt or equity financing, which could increase our leverage or
dilute our existing shareholders’ interests, respectively. The inability to secure such financing on acceptable terms
or at all may limit our ability to pursue our growth strategies.
Further, if any of the third parties from our strategic alliance, joint venture, acquisition or investments experiences
negative publicity or harm to their reputation from events relating to their businesses, we may also suffer negative
publicity or harm to our reputation by virtue of our association with any such third party. We cannot assure you
that we will be able to prevent, detect, manage or resolve any negative publicity or harm to our reputation arising
from such strategic alliance, joint venture, acquisition or investment, which may adversely affect our business,
results of operations, financial condition and cash flows. As a result, any failure to integrate and realize synergies
from our acquisitions or investments may adversely affect our business, results of operations, financial condition,
and cash flows.
12. Our Company has experienced a period of non-compliance with the minimum shareholder
requirement under the Companies Act, 2013. While our Company has filed an adjudication
application for such violation, consequently, our Company may be subject to regulatory actions and
penalties, which could adversely affect our Company’s business, results of operations, financial
condition and cash flows.
Our Company has filed an application dated September 18, 2025 (“Application”) with the Ministry of Corporate
Affairs under Section 454 of the Companies Act, 2013 seeking adjudication of penalty for not having the minimum
stipulated members during the period from April 1, 2024 to July 28, 2025 (“Default Period”). During the Default
Period there has been a temporary reduction in the number of shareholders of our Company below the statutory
minimum of two members required for a private company, due to the forfeiture of partly paid-up shares and the
resulting cessation of membership for certain shareholders of our Company. The reduction in members resulted
in violation of Section 3(1)(b) read with Sections 3A and 10 of the Companies Act, 2013 which mandates a
minimum of two members for a private company. For details, see “Capital Structure” on page 104. While the
compliance was restored on July 29, 2025, following the transfer of one equity share each by one of our Promoter,
Genius Bidco, to six nominee shareholders, our Company has filed the Application seeking adjudication of penalty
for this non-compliance. The Application is currently pending, and our Company may be liable for penalties under
Section 450 of the Companies Act, 2013. While we believe penalty on such non compliance will not be material,
there is no assurance regarding the outcome, timing, or quantum of any penalties or other regulatory actions, and
any such developments could adversely affect the reputation and financial condition of our Company.
13. The valuation report obtained for the Proposed Acquisitions is based on various assumptions and may
not be indicative of the true value of the K-12 Entities and Campuses.
Raghuram Krishna Iyer (“Valuer”) as the independent registered valuer has issued Valuation Reports dated
September 23, 2025 setting out their opinion as to the values of the K-12 Entities and Campuses as of June 30,
2025 (the “Valuation Reports”). The purchase consideration for the Proposed Acquisitions has been arrived at
based on the Valuation Reports. For summary valuation information as derived from the Valuation Reports, see
“Proposed Acquisitions” on page 270 The Valuation Reports has also been made available as material documents
available for inspection. See “Material Contracts and Documents for Inspection – Material Documents” on page
626. The valuations are subject to certain assumptions made and conclusions derived which may turn out to be
inaccurate or incomplete, which may affect the valuation of the K-12 Entities and Campuses, as the case may be.
The valuation is an estimate and not a guarantee, and it is fully dependent upon the accuracy of the assumptions
as to income, expenses and market conditions. Further, the Valuer has evaluated the suitability of certain
methodologies and has followed a particular methodology to arrive at the valuation. There is no assurance that
other methodologies would not have resulted in a different valuation. The Valuation Reports do not confer rights
49or remedies upon investors or any other person, and does not constitute and should not be construed as any form
of assurance as to our financial condition or future performance or as to any other forward looking statements
included therein, including those relating to macro economic factors. Additionally, the price at which we may be
able to sell any of the K-12 Entities and Campuses in the future may be different from the initial acquisition value
of such entities. The Valuation Reports have not been updated since the date of its issue, and does not consider
any subsequent developments. Further, we cannot assure that other valuers would arrive at the same valuation.
Accordingly, investors should not rely solely on the Valuation Reports in making an investment decision to
subscribe to or purchase Equity Shares.
14. The Unaudited Pro Forma Financial Information included in this Draft Red Herring Prospectus is
presented for illustrative purposes only and may not accurately reflect our future financial condition
and results of operations.
As the Restated Consolidated Summary Statement does not disclose the effect of the Proposed Acquisitions or
the full effect (for all the three Financial Years) of the acquisition of ScholarZ and Elevate UAE Assetco Holdings
Pte. Ltd. (including its subsidiaries, Souk HIS UAE, Souk NLCS UAE, Souk HIS Singapore and Souk NLCS
Singapore), which we acquired post March 31, 2025, we have included the Unaudited Pro Forma Financial
Information in this Draft Red Herring Prospectus to illustrate the effect of the Proposed Acquisitions on our
financial position, as if the acquisitions had taken place (i) on March 31, 2025, March 31, 2024 and March 31,
2023, respectively, for the purpose of unaudited proforma balance sheet as at March 31, 2025, March 31, 2024
and March 31, 2023; and (ii) on April 1, 2024, April 1, 2023 and April 1, 2022, respectively, for the purpose of
unaudited proforma statement of profit and loss for the years ended March 31, 2025, March 31, 2024 and March
31, 2023. Due to its nature, the Unaudited Proforma Financial Information address a hypothetical situation and
therefore do not represent Company’s actual consolidated financial position or performance. Also, the Unaudited
Proforma Financial Information is prepared and presented for illustrative purposes only, illustrating the results of
operations that would have resulted had the Proposed Acquisitions been completed at the beginning of the period
presented and the consolidated financial position had the acquisition been completed as at year end but are not
intended to be indicative of expected results or operations in the future periods or the future financial position of
the Company and does not reflect the costs of any integration activities or cost savings or synergies that may be
achieved as a result of the acquisition. Accordingly, the Unaudited Proforma Financial Information do not
necessarily reflect what the Company's financial condition or results of operations would have been, had the
Proposed Acquisitions occurred on the dates indicated and is also not intended to be indicative of expected
financial position or results of operations in future periods. The actual consolidated balance sheet, consolidated
statement of profit and loss may differ significantly from the proforma amounts reflected in this DRHP due to a
range of factors. As the Unaudited Pro Forma Financial Statements is prepared for illustrative purposes only, it
is, by its nature, subject to change and may not be an accurate representation of what our actual results of
operations, cash flows and financial position would have been for such periods or as of such dates as they are
assumed to have been effected, nor are these intended to be indicative of expected results or operations in the
future periods or our future financial position.
The proforma adjustments are based upon available information and assumptions that the management of the
Company believes to be reasonable. Further, our Unaudited Proforma Financial Information were not prepared in
accordance with accounting or other standards and practices generally accepted in jurisdictions other than India,
such as Regulation S-X under the U.S. Securities Act, in connection with an offering registered with the SEC
under the U.S. Securities Act and consequently do not comply with the SEC’s rules or requirements of other
jurisdictions on presentation of the proforma financial information. Further, the rules and regulations related to
the preparation of proforma financial information in other jurisdictions may vary significantly from the basis of
preparation as set out in the Unaudited Proforma Financial Information included in this DRHP. Therefore, the
Unaudited Proforma Financial Information should not be relied upon as if it has been prepared in accordance with
those standards and practices. If various assumptions underlying the preparation of the Unaudited Proforma
Financial Information do not materialize, our actual results could be materially different from those indicated in
the Unaudited Proforma Financial Information. Further, in the Unaudited Proforma Financial Information, the
goodwill and other acquisition related adjustments computed in case of ScholarZ acquisition is based on purchase
price allocation (“PPA”) as at March 31, 2025, March 31, 2024, March 31, 2023 and April 1, 2022, assessed on
a hypothetical provisional basis. The final PPA will be determined upon completion of detailed valuations and
related calculations at the time of the actual acquisition, and may differ materially from the hypothetical
provisional allocation reflected in the proforma adjustments. The final allocation may include (i) changes in fair
values of property, plant and equipment and resultant change in depreciation and amortisation expense, (ii)
changes in allocations to goodwill, and (iii) other changes to assets and liabilities. Accordingly, the Unaudited Pro
Forma Financial Information included in this DRHP are not intended to be indicative of expected results or
50operations in the future periods or the future financial position of our Company or a substitute for our past results,
and the degree of reliance placed by investors on our Unaudited Proforma Financial Information should be limited.
Further, we draw attention to the matters emphasized by the Statutory Auditors, in their compilation report on
Unaudited Pro Forma Financial Information, including basis of preparation of Unaudited Pro Forma Financial
Information, non-determination of Pro Forma basic and diluted earnings per share, and emphasis of matters given
by auditors of entities included in the Unaudited Pro Forma Financial Information. These emphasis of matters
have been reproduced below:
Further, compilation report of statutory auditors on Unaudited Pro Forma Financial Information, includes
emphasis of matter paragraph indicating (a) basis of preparation of Unaudited Pro Forma Financial Information
on voluntary basis and not mandatorily required under ICDR (b) non-determination of Pro Forma basic and diluted
earnings per share, and (c) emphasis of matters included in the auditors report of target entities w.r.t. the Basis of
Preparation and Restriction of use.
15. We are dependent on the growth and stability of the education sector and any adverse developments
in this sector may adversely affect our business, results of operations, financial condition, and cash
flows.
Our business and results of operations are closely tied to the performance, growth and stability of the education
sectors in India and United Arab Emirates (“UAE”). The demand for our student accommodation and K-12 Assets
businesses is influenced by a range of sector-specific and macroeconomic factors including student enrolment
rates, economy conditions, employment trends, policy initiatives, regulatory changes, technological advancements
in education, emergence of alternative education models, establishment of new HEIs and K-12 Assets in our
markets, the financial heath and quality of HEI and K-12 Assets, demographic shifts and evolving accreditation
standards. Fluctuations in any of these factors may create operational uncertainties and impact the demand for
educational infrastructure, which could adversely affect our business, results of operations, financial condition,
and cash flows. While the education sector has experienced significant growth in recent years, according to the
CBRE Report, it remains subject to inherent risks. Regulatory changes, such as modifications to curriculum
standards, accreditation requirements, funding models, or zoning regulations, may materially affect the value and
viability of educational assets, potentially increasing operational and compliance costs.
The professionally managed student accommodation (“PMSA”) segment in India is still developing with limited
recognition as a distinct asset class, according to the CBRE Report. Similarly, as India’s private school sector
evolves, infrastructure entities face new risks that go beyond traditional challenges, that may affect demand, rental
income, and long-term asset value, according to the CBRE Report. For instance, stricter government controls on
school fee increases could limit K-12 Operators’ ability to absorb rising costs, thereby impacting their capacity to
meet rental obligations and, in turn, affecting our cash flows. For further details, see “Industry Overview”
beginning on page 158.
We cannot assure that the education sector in India or UAE will continue to grow or remain stable, or that our
business will not be adversely affected by cyclical or structural shifts in the industry. Any such developments may
adversely affect our revenue, occupancy rates, business, results of operations, financial condition, and cash flows.
16. The education infrastructure industry is competitive and our inability to compete effectively may
adversely affect our business, results of operations, financial condition, and cash flows.
According to the CBRE Report, while the overall demand for education in India has consistently grown, the
expansion in enrolments varied between public and private institutions across both K-12 and higher education
segments. Notably, according to the CBRE Report, the contribution of private unaided schools to total enrolments
has more than doubled over the past two decades, rising to 36.3% in academic year 2023 to 2024, representing 90
million enrolments from 16.6% in academic year 2001 to 2002, representing 33.5 million enrolments. A similar
trend is visible in higher education, where the share of private unaided enrolments has increased from 37.5% in
2011 to 51.4% in 2021, according to the CBRE Report. This shift reflects a strong and sustained growth story for
private education in India, driven by rising aspirations, quality gaps in public education, and growing willingness
to pay for better skill and employment outcomes. As competition intensifies, many established school chains are
also embracing private equity partnerships scale infrastructure and associated services up faster. For further
details, see “Industry Overview” on page 158.
Our ability to compete successfully is dependent on several factors, including, among others, our capacity to (i)
enter into long-term, stable, and revenue-assured agreements with reputed HEIs and K-12 Operators; (ii) deliver
51quality student accommodation management and facility maintenance services at optimal cost; and (iii) maintain
consistent service standards across our portfolio. Furthermore, some of our peers may have more financial
resources, established brand equity, and longer operating histories, enabling them to offer aggressive pricing or
absorb higher operating costs, which may adversely affect our margins and ability to retain or expand agreements.
Competition may arise from off-campus operators who may offer alternate accommodation models, pricing, or
convenience that could reduce demand for our services and pressure occupancy.
We also face competition from off-campus student accommodations, which are typically more cost-effective
compared to our on-campus offering. Further, off-campus operators may scale up their businesses. In addition,
over time, such operators may develop campus-style offerings, which may appeal to price-sensitive students or
institutions. While there have been no material instances of such competition adversely affecting occupancy or
revenue in the last three Financial Years, we cannot assure that such a shift will not occur in the future and if such
a shift occurs, there is a risk that occupancy may migrate from our facilities to these emerging alternatives.
17. The Post-Acquisition Group may not be able to maintain or increase the fees per student for student
accommodation in our Owned Portfolio, management fees charged to HEIs for student
accommodation business in our Managed Portfolio and lease rentals charged to K-12 Operators,
which may adversely affect the business, results of operations, financial condition and cash flows of
the Post-Acquisition Group.
The Post-Acquisition Group’s revenue is primarily dependent on its ability to maintain or increase the fees per
student for student accommodation in our Owned Portfolio, management fees charged to HEIs for the student
accommodation business in our Managed Portfolio and the lease rentals from K-12 Operators.
Our business model typically relies on long-term contractual arrangements that usually incorporate fee escalation
clauses, minimum occupancy guarantees, and fixed fee structures. However, our ability to implement periodic fee
increases or adjust rates in response to inflation, rising operational cost, or enhanced service offerings is subject
to significant limitations. Macroeconomic factors such as inflation, subdued economic growth, and elevated
interest rates may exert financial pressure on students, HEIs and K-12 Operators, thereby constraining our ability
to pass through cost escalations. In certain agreements with HEIs, our capacity to increase fees is further restricted
by factors including underperformance of the business, declining student enrolments, deteriorating infrastructure,
counterparty risk (including insolvency or financial distress), external benchmarking, competitive pressures,
reputational concerns, adverse occupancy rates due to changes in educational financing, student aid or academic
policies, public health concerns, shifts to hybrid/online education delivery and capacity expansion by HEIs. For
K-12 Operators, the long-term and triple-net nature of lease agreements limits our flexibility to revise rentals
beyond pre-agreed terms. These contractual constraints may delay or prevent the recovery of increased cost related
to electricity, food, wages, and other facility management expenses, and may require us to restrain fee escalations
or offer discounts, particularly during periods of reduced demand.
In many cases in the student accommodation business in our Owned Portfolio, our revenue is directly tied to bed
occupancy and student fee payments. If actual occupancy falls below the guaranteed thresholds, we may be unable
to maintain historical realizations. While certain agreements provide for minimum guarantees from three HEIs,
recoverability of such shortfalls is not assured and may be subject to delays or non-payments, especially if the
counterparty is unwilling or unable to pay. While no legal proceedings have been initiated by us in connection
with these matters in the last three Financial Years, there can be no assurance that future disputes will not arise,
potentially resulting in litigation, increased costs, diversion of management attention, and reputational harm. In
cases where we do not have minimum guarantees, lower-than-expected occupancy rates may have a direct adverse
impact on our business, results of operations, financial condition and cash flows.
Should the Post-Acquisition Group be unable to implement planned fee escalations or be compelled to lower
rental charges and management fees, operating margins may be compressed, which could adversely affect our
business, results of operations, financial condition, and cash flows.
18. Our County and Woodstock assets are currently vacant and any delay in their leasing could adversely
affect our business, results of operations, financial condition, and cash flows.
Our County asset remains vacant and unleased from July 1, 2025 as the premises were undergoing refurbishment
pursuant to a letter of intent with a third party, which however did not ultimately materialize. Further, our
Woodstock asset remains vacant and unleased with effect from September 28, 2025 due to termination of the lease
52and refurbishment plans. Set forth below are details of revenue generated from these assets as a contribution
towards the Balance Sheet Date Group’s total revenue from operations, for the last three Financial Years:
Financial Year Financial Year Financial Year
Particulars
2025 2024 2023
Revenue generated from County (in ₹ million) 133.13 131.86 134.55
Revenue generated from County as a percentage of total 3.60% 3.80% 4.60%
revenue from operations (in %)
Revenue generated from Woodstock (in ₹ million) 81.36 83.28 81.90
Revenue generated from Woodstock as a percentage of 2.20% 2.40% 2.80%
total revenue from operations (in %)
Historically, our student accommodation business (Owned Portfolio) has operated at close to full occupancy and
we achieved nearly 100% occupancy across assets in the past three Academic Years, as set out in the table below:
Occupancy (Owned Beds)(%)*
Academic Years
2025 2024 2023
Student accommodation 99.47% 99.92% 99.75%
business (Owned Portfolio)
* Occupancy (Owned Beds) is calculated as total Owned Beds occupied in the year divided by total Owned Beds in the respective year.
However, following the termination of leases entered into with County and Woodstock, the occupancy of our
student accommodation business (Owned Portfolio) reduced to 87.17%, as on September 28, 2025. Any future
divestment or prolonged vacancy of assets in our student accommodation business (owned portfolio) may
adversely affect our occupancy rates and revenue contribution. Further, we cannot guarantee you that we will be
able to achieve similar levels of occupancy rates in the future, which may adversely affect our business, results of
operations, financial condition and cash flows.
We intend to lease the beds under Woodstock and County assets to students through collaborations with HEIs or
through management agreements with HEIs. However, there can be no assurance that we will be able to secure
leasing arrangements for these assets in a timely manner or on terms commercially acceptable to us. Delays in
leasing these assets may lead to extended periods of underutilization, resulting in loss of potential revenue,
inability to recover fixed operating costs, and impairment of asset value. Furthermore, prolonged vacancy may
also necessitate increased capital expenditure for maintenance, repositioning, or marketing of these assets. Any
such delay could have an adverse effect on our business, results of operations, financial condition, and cash flows.
19. We rely on third-party vendors for delivering value-added services in our student accommodations
and K-12 Assets. Any deficiencies, disruptions, or failures by such parties may adversely affect our
business, results of operations, financial condition, and cash flows.
We provide various value-added services at our student accommodations and K-12 Assets, including meals,
laundry, housekeeping, medical support, security, internet access, and recreational activities, either through direct
deployment or through third-party vendors. While we oversee overall service standards and may appoint vendors
unilaterally or jointly with HEIs and K-12 Assets, the execution and quality of these services are substantially
dependent on external vendors. Further, many of our agreements with HEIs and K-12 Operators include stringent
service level obligations. Any lapse by our third-party vendors, particularly with respect to safety, hygiene or food
quality, can trigger contractual penalties, reputational damage, or even termination rights for our HEIs or K-12
Operators. In such events, we may also be compelled to replace non-performing vendors at short notice, resulting
in increased costs and temporary disruption in services. While we have not faced any such instances of
replacements of vendors in the last three Financial Years, we cannot assure you that we will not face such instances
in the future, which may may adversely affect our business, results of operations, financial condition, and cash
flows.
Set forth below are details of the operating expenses, which are relatively fixed in nature, for the Balance Sheet
Date Group and Post-Acquisition Group for the Financial Years 2025, 2024 and 2023:
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Balance Sheet Date Group
Total expenses (in ₹ million) (A) 3,009.15 2,904.09 2,448.85
53Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Manpower costs (in ₹ million) (B) 201.09 193.13 180.96
Manpower costs as a percentage of total expenses (in %) (B/A) 6.68% 6.65% 7.39%
Utility charges (in ₹ million) (C) 188.85 189.35 90.58
Utility charges as a percentage of total expenses (in %) (C/A) 6.28% 6.52% 3.70%
Repairs and maintenance (buildings, plant and machinery, 131.89 173.63 129.94
others) (in ₹ million) (D)
Repairs and maintenance (buildings, plant and machinery,
4.38% 5.98% 5.31%
others) as a percentage of total expenses (in %) (D/A)
Post-Acquisition Group (on pro forma basis)
Other expenses 1,336.40 1,375.02 1,027.20
As these expenses listed above are relatively fixed in nature, they do not proportionally vary with fluctuations in
occupancy rates at student accommodations and K-12 Assets or revenue from operations. For instance, under
several of our HSAs, we are committed to providing services and incurring associated costs regardless of the
number of occupied beds. Furthermore, certain leases and service agreements entered into with HEIs and K-12
Operators are subject to annual escalations and minimum guarantees, thereby further limiting our flexibility in
cost management. While we seek to achieve economies of scale and operational leverage through high occupancy
rates, any decline in student intake, academic calendar disruptions, or early terminations of agreements by HEIs
and K-12 Operators could adversely affect our revenue from operations while fixed costs continue to accrue.
Moreover, unexpected increases in input costs, such as electricity tariffs, food prices, or minimum wage
requirements, may expose us to cost pressures. The occurrence of any or all of the above factors adversely affect
our business, results of operations, financial condition, and cash flows.
20. Cash flows from student accommodation in our Owned Portfolio is linked to the academic cycle, and
is therefore subject to seasonality, which may contribute to fluctuations in our results of operations
and financial condition.
For student accommodation in our Owned Portfolio, we collect fees from students in advance at the start of each
Academic Year or semester, as the case may be for each HEI. Thus, cash flows from student accommodation in
our Owned Portfolio is linked to the academic cycle and therefore subject to seasonality, as we receive fees during
the months of August and February for the entire Academic Year or semester, as the case may be. As such, we
experience relatively lower cash flows during other months (apart from July, August, January and February) in
the rest of the calendar year. In terms of our expenses, many of them are relatively fixed in nature and we incur
them throughout the year, such as manpower costs, housekeeping and maintenance charges, utility charges, and
repairs and maintenance charges. Thus, while our net cash flows are significantly higher during the months of
August and February, our fixed expenses are continuously incurred throughout the year. As such, due to the
seasonality of our cash flows in a calendar year, we may experience negative cash flows during the other months
(apart from August and February) in the rest of the calendar year. Our net cash inflow/outflow may vary by quarter
or months, and may not be relied upon as indicators of our liquidity or of our future performance.
21. We are exposed to risks associated with the development and renovation of student accommodation
and K-12 Assets. Delays or cost overruns in the construction of new buildings or in the renovation of
our existing infrastructure may adversely affect our business, results of operations, financial
condition, and cash flows.
The Post-Acquisition Group develops and renovates student accommodation and K-12 Assets across India and
the United Arab Emirates. For details of our secured development pipeline assets in our Owned Portfolio, see
“Our Business – Our Growth Strategies – Pursue organic and inorganic growth with prudent capital allocation”
on page 305. Our growth is partially based on greenfield and built-to-suit developments for HEIs and K-12 Assets.
Accordingly, the timely execution and cost efficiency of such capital-intensive development and renovation
projects are critical to achieving our objectives. Our operations depend on the timely and cost-efficient execution
of construction and renovation projects, which are capital-intensive and subject to factors beyond our control.
These include, among others, delays in obtaining necessary regulatory approvals, unforeseen site conditions,
unavailability or increased costs of labor and materials, disruptions due to contractor performance, adverse
weather conditions. For instance, any delay in the planned development of new student accommodation or other
facilities such as gyms, mess halls, or the refurbishment of our existing buildings, could affect our ability to
provide accommodation and services in a timely manner. Such delays may lead to missed academic cycles, affect
student occupancy rates, defer revenue recognition, and result in penalties or loss of contractual entitlements
54(including guaranteed minimum occupancy payments from universities or rights to first offer for new
developments).
Additionally, cost overruns, changes in scope, or increased cost of raw materials or labor, may adversely affect
our margins, particularly in cases where fixed contractual fees have been agreed with HEIs or K-12 Operators,
without corresponding pass-through mechanisms for increased expenses. In some cases, failure to deliver projects
on agreed timelines may also result in reversionary or termination rights in favor of HEIs or K-12 Operators, or
reinstatement of previously waived rights such as non-compete or development exclusivity clauses. These risks,
if not managed effectively, could result in increased capital expenditure, reduced cash flows and potential
impairment of assets, which may adversely affect our business, results of operations, financial condition, and cash
flows.
22. Our ability to realize benefits from our pipeline projects is subject to uncertainties, and any delay,
modification or cancellation of such projects could adversely affect our business, results of operations,
financial condition and cash flows.
We have a secured pipeline of assets across both the student accommodation business and K-12 Assets, which we
expect to acquire and develop. Set forth below are details of our secured pipeline of signed and under acquisition
assets, across both the student accommodation business and K-12 Assets, along with our expected capital
expenditure:
S. Name of Business vertical Portfolio (Owned / Estimated timeline of Expected Capital
No. Institution Managed) acquisition Expenditure
1 HEI Uttarakhand Student Owned Financial Year 2026
Accommodation
2 HEI Gujarat* Student Owned Financial Year 2027
Accommodation ₹8,220.25 million
3 Jain International K-12 Assets Owned Financial Year 2027
Residential
School
* The timeline for completion of the acquisition of the student accommodation undertaking of HEI Gujarat remains subject to the outcome of
an ongoing litigation involving the sponsor body of HEI Gujarat.
The execution of these pipeline projects is contingent upon a number of factors beyond our control, including the
timely receipt of regulatory approvals, fulfillment of contractual conditions, availability of financing, changes in
commercial terms, and the willingness of counterparties to complete the transactions. There can be no assurance
that these projects will be completed on schedule, within budget, or at all. In the event that one or more of these
projects are delayed, modified, or cancelled, we may lose the anticipated revenues and cash flows associated with
them, while still incurring preliminary expenses. Any inability to successfully consummate our pipeline
acquisitions or to recover the costs already invested may have an adverse effect on our business, results of
operations, financial condition, and cash flows.
23. Our inability to effectively manage our expansion and execute our growth strategy may adversely
affect our business, results of operations, financial condition, and cash flows.
We pursue an expansion strategy by leveraging significant growth opportunities in a large, underserved market,
focusing on organic and inorganic growth with prudent capital allocation, expanding our platform by exploring
strategic adjacencies to our existing portfolio, continuing to invest in data analytics and technology enabled
solutions to drive business growth and enhance operational efficiency. For further details, see “Our Business –
Our Growth Strategies” on page 306. The execution of this strategy is dependent on our ability to identify suitable
opportunities, enter into and operationalize agreements with HEIs or K-12 Operators, invest in the development
of new facilities, deploy trained personnel, and ensure timely delivery of services at consistent standards across a
wider footprint.
The implementation of our expansion strategy may place demands on our management and operational teams and
may involve increased capital expenditure and working capital requirements. Our ability to scale is subject to,
among other factors, availability of suitable real estate, ability to secure long-term agreements with institutions
on commercially viable terms, timely receipt of approvals and permits, and access to sufficient financing on
acceptable terms. Additionally, we may face challenges in integrating newly developed or acquired assets into our
existing operations, maintaining quality standards, and managing vendor relationships across an expanded
55portfolio. Any inability to execute our expansion strategy in a timely or cost-effective manner, or to achieve
expected returns on our investments, may adversely affect our business, results of operations, financial condition,
and cash flows.
24. Our employee attrition rate was 21.43%, 18.35% and 33.33% for the Financial Years 2025, 2024, and
2023, respectively. Our business depends substantially on the efforts of our employees, particularly,
our Key Managerial Personnel, Senior Management, and failure to attract or retain such persons may
adversely affect our business, results of operations, financial condition, and cash flows.
We are dependent on our Key Managerial Personnel and Senior Management, who are experienced in real estate
and finance and have contributed to developing and executing our business propositions, maintaining our
relationships with customers, suppliers, regulators, and other stakeholders, in addition to fostering our corporate
culture and values. The loss of the services of any of our senior management, due to disability, retirement,
resignation, or otherwise, may adversely affect our business, results of operations, financial condition, and cash
flows. For details, see “Our Management” on page 357.
The table below sets forth the attrition rates of our full-time employees, Key Management Personnel and Senior
Management for the last three Financial Years, with respect to the Balance Sheet Date Group:
For Financial Year
Particulars
2025 2024 2023
Attrition (full-time employees) 12* 10* 16*
Number of full-time employees as of March 31 57 55 54
Attrition rate (full-time employees) (%) 21.43% 18.35% 33.33%
Attrition (Key Management Personnel) as of March 31 Nil Nil Nil
Number of Key Management Personnel 2 1 1
Attrition rate (Key Management Personnel) (%) 0.00% 0.00% 0.00%
Attrition (Senior Management) as of March 31 1 Nil Nil
Number of Senior Management 3 3 3
Attrition rate (Senior Management Personnel) (%) 33.33% 0.00% 0.00%
*The attrition data set forth in the table above excludes fixed-term employees engaged under two-year contracts. The headcount of such fixed-
term employees was 135, 129 and 100 as of March 31, 2025, 2024 and 2023 respectively.
We cannot assure that our employees and members of our Key Managerial Personnel and Senior Management
will not leave us and join our competitors, or that we will be able to find suitable replacements for them, in a
timely manner or at all. This could affect our operations resulting in decline in performance of our business, or
damage our reputation. Further, we cannot assure you that if one or more key members of our management are
unable or unwilling to continue in their present positions, that we would be able to replace such member(s) in a
timely and cost-effective manner. While our agreements with Key Managerial Personnel and certain employees
contain non-compete and non-solicit clauses to restrict them from engaging with competitors or soliciting our
HEIs or K-12 Operators and personnel for a specified duration, there can be no assurance that such contractual
protections will be adequate or enforceable in all circumstances. Our success also depends on our ability to recruit,
develop and retain qualified and skilled personnel, for all our lines of business. If we fail to identify, recruit and
integrate strategic personnel, our business could be adversely affected. Any loss of members of our Senior
Management or Key Managerial Personnel could significantly delay or prevent the achievement of our business
objectives, affect our succession planning and could harm our business. We may need to invest significant
amounts of cash and equity to attract and retain new employees, Key Managerial Personnel or Senior
Management, and we may never realize returns on these investments. If we are not able to retain and motivate our
current personnel or effectively integrate and retain employees, our ability to achieve our strategic objectives, and
our business could be adversely affected.
Moreover, we may be required to substantially increase the number of our qualified personnel in connection with
any future growth plans, and we may face difficulty in doing so due to the competition in the education sector for
such personnel. In addition, we may need to increase employee compensation levels in order to retain our existing
officers and employees and attract any additional personnel we may require. Any of these factors may result in an
increase in our operating costs and may adversely affect our business, results of operations, financial condition,
and cash flows.
5625. We are unable to trace some of our historical records including forms filed with the RoC, and certain
of our forms are undated and / or unstamped and / or have factual discrepancy. Further, we have
delayed in making certain regulatory filings to be made with RBI under applicable law. There is no
assurance that regulatory proceedings or actions will not be initiated against us in the future and that
we will not be subject to any penalty imposed by the competent regulatory authority in this regard.
The following corporate regulatory filings and records of our Company are neither traceable nor available in the
records maintained by our Company and the RoC:
• Form 1, 18 and 32 filed with the RoC Bengaluru at the time of incorporation of the Company on April
8, 2005;
• Form 5 for split of shares filed pursuant to Board resolution dated June 2, 2005 and a Shareholder’s
resolution on June 27, 2005;
• Share transfer forms in relation to the transfer of shares on October 24, 2013 between the erstwhile
shareholders of our Company;
• Board meeting minutes dated January 25, 2006 and December 1, 2012 of our Company;
• Minutes in relation to the Annual General Meeting dated July 18, 2008; and
• Valuation report for to allotment of shares allotted made on October 23, 2020.
We engaged a firm of independent practicing company secretaries, Mehta & Mehta, Company Secretaries, that
conducted an extensive physical and online search for our records at the offices/warehouses of the RoC and have
issued a report on such search dated September 27, 2025 (the “RoC Search Report”). However, we have not
been able to retrieve such documents, and accordingly, have relied on the RoC Search Report and other supporting
documents available in our records, including the register of members and resolutions passed by our Board or
Shareholders in their meetings, as applicable and statutory registers of the Company. For further details, see
“Capital Structure –Notes to the Capital Structure –Share capital history of our Company –History of Equity
Share capital of our Company” on page 105. Further, our Company has sent a letter dated September 27, 2025 to
the Registrar of Companies, at Karnataka, Bengaluru and Maharashtra at Mumbai, informing them about our
inability to trace the corporate records required to be filed with them. As of the date of this Draft Red Herring
Prospectus, no legal proceedings or regulatory action has been initiated by any regulatory or statutory authority
(including the RoC) in respect of the untraceable secretarial and other corporate records. While we believe penalty
on such non compliance will not be material, we cannot assure you that no proceedings may be initiated in this
regard in the future.
Further, in the past, our Company has filed for compounding application with the Reserve Bank of India in
connection with the following: (i) delay in filing of Form FC-GPR in connection with the allotment made on July
25, 2005, December 15, 2005, January 4, 2006, March 20, 2007 and November 20, 2008 for which we were
subject to payment of late submission fee of ₹50,000; and (ii) allotment of shares prior to receipt of share
application money, delay in refund of excess share application money; and (iii) delay in filing of Form FC-GPR
in connection with the allotment made on April 20, 2009 for which we were subject to payment of late submission
fee of ₹153,700, respectively, In the event that there are other instances of delays in filings with the RBI in the
future, we may be required to pay additional late submission fees, and/or compound such non-compliances, which
may also subject us to penalties or further regulatory action.
26. The Equity Shares held by one of our Promoters, Genius Bidco Holdings Pte. Ltd., have been
encumbered in favour of external lenders, which may adversely affect our business, results of
operations, financial condition and cash flows.
One of our Promoters, Genius Bidco, has created encumbrances over its shareholding in our Company in favour
of Deutsche Bank AG, Singapore Branch encumbered pursuant to a facility agreement dated November 20, 2023,
and non-disposal undertaking (“NDU”) has been provided in favor of Catalyst Trusteeship Limited (“NDU
Agent”) in accordance with the agreement dated December 21, 2023. While such encumbrances has been provided
in respect of (i) the entire issued Equity Share capital of our Company held by Genius Bidco from one business
day of Genius Bidco notifying facility agent, prior to the filing of the Draft Red Herring Prospectus, and (ii) any
securities (other than Equity Shares referred to in (i) above) held by Genius Bidco in our Company on and from
the date falling immediately prior to the date of filing of the Red Herring Prospectus. Any such enforcement may
adversely affect our shareholding structure, trigger regulatory and contractual consequences under certain of our
agreements, and affect investor confidence. Further, our Promoter Group, Genius Asset Co. Holdings Pte. Ltd.
have also pledged its entire shareholding in our Promoters i.e. Genius Bidco and Genius Rajkot, under the terms
57of a security assignment and charge agreement in connection with the aforementioned borrowings. In addition,
enforcement of such encumbrances may result in a reduction in the shareholding of our Promoter, Genius Bidco,
in our Company to that extent. Further, any change in control resulting from such enforcement may also adversely
affect our business, results of operations, financial condition and cash flows. For more details, see “Capital
Structure – Encumbrance on Equity Shares held by our Promoters”.
27. Growth of online and education technology alternatives businesses may adversely affect the demand
for the traditional in-person education delivery, and in turn affect our business, results of operations,
financial condition, and cash flows.
As we derive our revenue by relying on in-person academic programs that require students to be physically present
on campus, including, among others, to providing student accommodation, campus facilities management, and
value-added non-academic services, any sustained or structural shift away from campus-based learning towards
digital formats may adversely affect our operational performance. For instance, our agreements with HEIs (such
as MUJ) and the occupancy rates of our student accommodation are inherently linked to on-campus student
presence. While all of our HSAs typically include minimum occupancy guarantee provisions, a sustained shift by
HEIs towards hybrid or remote learning models may result in reduced on-campus student population. This, in
turn, may adversely affect our student accommodation occupancy rates, fee realizations, and overall revenue,
despite the contractual protections in place. Moreover, new agreements or renewals may be negotiated on less
acceptable terms if demand for physical infrastructure weakens due to a structural shift towards digital education.
According to the CBRE Report, the COVID-19 pandemic accelerated the adoption of digital tools in education,
leading to a rapid shift toward virtual learning. As COVID-19 restrictions eased post-2022, there was a significant
push to return to physical classrooms, recognizing the importance of in-person interactions for students’ holistic
development. Learning transitioned to a hybrid format, particularly in K-12 Assets, with the integration of
technological tools like interactive whiteboards/smartboards and digital platforms/apps to enhance engagement
with parents and students. To sustain educational continuity through alternative channels during and post
pandemic, teachers were provided with enhanced training and upskilling sessions to effectively transition to
hybrid modes of teaching.
28. We do not have any listed peer in India whose business portfolio is comparable with ours and,
accordingly, industry comparisons may not be relevant.
There are currently no listed companies in India engaged in the infrastructure and services sector with a business
portfolio comparable to ours, covering both student accommodation and K-12 Assets. Consequently, there are no
directly comparable industry peers against which our performance, scale, or business model can be benchmarked.
As a result, industry comparisons may not be relevant and the valuation of our Equity Shares may not be directly
comparable to that of any other listed company in India. Further, in the absence of listed peers, investors must
rely on their own examination of our Company, including our financial information, business model, risk factors,
and other disclosures contained in this Draft Red Herring Prospectus, when making an investment decision in the
Equity Shares.
29. Certain of our Group Companies have incurred losses in the past.
Certain of our Group Companies have experienced losses in prior financial years, which may adversely affect our
consolidated financial performance and market perception.
Set forth below is a summary of financial performance of certain Group Companies that have incurred net losses
in the last three Financial Years:
(in ₹ million)
For Financial For Financial For Financial
Name of Group Company
Year 2025 Year 2024 Year 2023
Purelearn Eduinfra Chennai Private Limited (4.31) - -
Although these losses have not had an adverse effect on our business, results of operations, financial condition
and cash flows in the past, there can be no assurance that these companies will not continue to incur losses, or that
such losses will not materially affect our business, results of operations, financial condition and cash flows in the
future.
5830. Certain of the Subsidiaries of the Balance Sheet Date Group have incurred losses in the past and may
continue to experience losses in the future, which in turn may result in an adverse effect on our
business, results of operations, financial condition and cash flows.
Certain of the Subsidiaries of the Balance Sheet Date Group have incurred losses in the past, details of which are
set out below for the last three Financial Years:
(in ₹ million)
For Financial For Financial For Financial
Name of Subsidiary
Year 2025 Year 2024 Year 2023
Good Host Spaces (Sonipat) Private Limited 79.18 88.56 (80.76)
Good Host Spaces (Jagdishpur) Private Limited (66.40) (75.43) (14.03)
Good Host Spaces (West) Private Limited (17.52) (0.86) (0.01)
Good Host Spaces Educational Foundation (0.09) (0.03) (0.05)
Elevate Hostel Management Services Private Limited (0.01) - -
Good Host Spaces (Chennai) Private Limited (0.13) - -
Although these losses have not had an adverse effect on our business, results of operations, financial condition
and cash flows in the past, there can be no assurance that these companies will not continue to incur losses, or that
such losses will not materially affect our business, results of operations, financial condition and cash flows in the
future.
31. Our Company, K-12 Entities and Campuses, Directors, Promoters, Key Managerial Personnel, Senior
Management, Subsidiaries and Group Companies are involved in certain legal proceedings. An
adverse outcome in any of these proceedings may adversely affect our reputation, business, results of
operations, financial condition, and cash flows.
There are outstanding legal proceedings against our Company, K-12 Entities and Campuses, Directors, Promoter,
Key Managerial Personnel, Senior Management, which are pending at different levels of adjudication, before
courts, tribunals, quasi-judicial authorities, and appellate tribunals, respectively. If determined adversely, may
adversely affect our reputation, business, results of operations, financial condition, and cash flows. For further
details of legal proceedings involving our Company, see “Outstanding Litigation and Material Developments” on
page 524. The summary statement of outstanding litigations is provided below:
Name Criminal Tax Statutory or Disciplinary Material civil Aggregate
proceedings proceedings regulatory actions by litigation** amount
actions the SEBI or involved*
Stock (in ₹
Exchanges million)
against the
Promoter
Company
By our Company Nil Nil N.A. N.A. Nil Nil
Against our Nil 1 Nil N.A. N.A. 526.28
Company
Directors
By our Directors Nil Nil Nil N.A. Nil Nil
Against our Nil 2 Nil N.A. Nil 0.61
Directors
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Subsidiaries
K-12 Entities and Campuses
By the K-12 Nil Nil N.A. N.A. 1 Nil
Entities and
Campuses
Against the K-12 Nil 6 Nil N.A. 1 109.90
Entities and
Campuses
Promoters
By our Promoters Nil Nil Nil Nil Nil Nil
59Name Criminal Tax Statutory or Disciplinary Material civil Aggregate
proceedings proceedings regulatory actions by litigation** amount
actions the SEBI or involved*
Stock (in ₹
Exchanges million)
against the
Promoter
Against our Nil Nil Nil Nil Nil Nil
Promoters
Key Managerial Personnel
By our Key Nil N.A. N.A. N.A. N.A. Nil
Managerial
Personnel
Against our Key Nil N.A. N.A. N.A. N.A. Nil
Managerial
Personnel
Senior Management
By our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
Against our Senior Nil N.A. N.A. N.A. N.A. Nil
Management
* To the extent quantifiable.
** Determined in accordance with the Materiality Policy.
There are no legal proceedings involving our Group Companies which may have an adverse effect on our
Company.
If any new developments arise, such as a change in the applicable laws or rulings against us by courts, tribunals
or quasi-judicial authorities, we may need to make provisions in our financial statements that could increase our
expenses and current liabilities.
We cannot assure you that these legal proceedings will be decided in our favor, or that no further liability will
arise out of these proceedings or that they will not be subject to further appeals before higher judicial authorities.
Involvement in such proceedings could divert our management’s time and attention and consume financial
resources. Furthermore, unfavorable orders may adversely affect our business, results of operations, financial
condition, and cash flows. Even if we are successful in defending such cases, we may be subject to legal and other
costs incurred pursuant to defending such litigation, and such costs may be not recoverable. For details of our
contingent liabilities, see “Summary of the Issue Document –Summary of contingent liabilities” on page 21.
Additionally, there may be proceedings/ matters involving our Company before various legal/ judicial bodies
including those that may be criminal, civil or tax matters in nature in relation to which our Company has not
received any notice or summons or any other form of communication, or such proceedings may not have been
admitted before the respective courts or adjudicating authority and accordingly such matters have not been
disclosed in this Draft Red Herring Prospectus. Furthermore, there may be certain outstanding matters, in the
future, for which the aforementioned parties may not have been served with summons or relevant case documents,
which may result in adverse findings against us. An adverse outcome in any of these proceedings, either
individually or in aggregate, may affect our reputation, business operations, results of operations, financial
condition, cash flows and prospects.
32. Any imposition or increase in goods and services tax or a change in the tax treatment of our services
may adversely affect the cost and affordability of student accommodation, thereby affecting occupancy
and our business, results of operations, financial condition, and cash flows.
The services we provide in relation to our student accommodation business, including facility management, food
and beverage, housekeeping, maintenance, and security services, are subject to indirect taxation, primarily in the
form of GST. Any increase in GST rates applicable to such services or a change in the classification or
interpretation of taxable components could materially increase the cost to HEIs or students. Set forth below are
details of the GST costs incurred by the Balance Sheet Date Group for the last three Financial Years:
Particulars Financial Year Financial Year Financial Year
2025 2024 2023
Total goods and services tax (in ₹ million) 158.86 106.46 97.79
60Increases in effective tax rates may also not be fully recoverable through fee escalation clauses in our contracts,
many of which have fixed or limited annual escalation provisions. As a result, we may face margin pressure or be
compelled to absorb some portion of the increased tax burden. In all our HSAs, the GST payable may be passed
on to students. However, a rise in effective student accommodation fees, driven by tax changes, may adversely
affect student preferences, leading to reduced occupancy rates and, in turn, lower revenues and profitability.
Furthermore, the government may withdraw or reduce exemptions currently available to educational services or
alter input tax credit structures, which may indirectly affect our ability to optimize costs. Any retrospective
amendments or inconsistent enforcement of tax laws across jurisdictions may expose us to litigation, penalties, or
unanticipated liabilities. While we endeavor to remain compliant and factor in such risks in our operational
planning, there can be no assurance that future changes in the GST regime will not have an adverse effect on our
business, results of operations, financial condition and cash flows.
33. Our inability to meet our obligations, including financial and restrictive covenants, under our
financing arrangements may adversely affect our business, results of operations, financial condition,
and cash flows.
As of August 31, 2025, the total borrowings of our Balance Sheet Date Group amounted to ₹14,321.03 million.
Set forth below are the details of the total borrowings of the Balance Sheet Date Group as of March 31, 2025,
2024 and 2023:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Current borrowings (in ₹ million) 228.67 995.10 804.65
Non-current borrowings (in ₹ million) 11,837.29 8,852.01 9,456.50
Total borrowings (in ₹ million) 12,065.96 9,847.11 10,261.15
While we intend to repay or prepay a part of the indebtedness incurred by our Company and certain Subsidiaries
from banks and other financial institutions out of the Net Proceeds, we may from time to time incur additional
indebtedness. For further details on our indebtedness, see “Objects of the Issue” and “Financial Indebtedness” on
pages [●] and [●], respectively.
Set forth below are the details of the total borrowings (on a pro forma basis) of the Post-Acquisition Group as of
March 31, 2025, 2024 and 2023:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Pro forma non-current borrowings (in ₹ million) 28,672.90 13,684.84 13,893.68
Pro forma current borrowings (in ₹ million) 541.80 1,266.63 1,375.27
Pro forma total borrowings (in ₹ million) 29,214.70 14,951.47 15,268.95
We have entered into long-term loans and working capital facilities. Our ability to meet our obligations under our
financing arrangements and repayment of our outstanding borrowings will depend primarily on the cash generated
by our business. Our financing agreements generally include conditions and covenants that require us to intimate
or obtain consents from certain of our lenders, prior to carrying out certain activities and entering into certain
transactions such as (i) any change in the capital structure, shareholding pattern, ownership, management or
control, (ii) any amendments to constitutional documents, (iii) undertaking any merger, amalgamation,
compromise or reconstruction, or (iv) prior repayment/pre-payment of credit facility.
These covenants vary depending on the requirements of the financial institution extending the loan and the
conditions negotiated under each financing document. Such covenants from time to time may restrict or delay
certain actions or initiatives that we may propose to take. We have obtained necessary consents from our lenders
for the Issue and other related actions. In the event we fail to service our debt obligations, our lenders have the
right to enforce the security in respect of our secured borrowings and dispose of our assets to recover the amounts
due from us. If we lose ownership or control of all or some of the assets as a result of the enforcement of security
by a lender, our business, results of operations, financial condition, cash flows and ability to make distributions
to our shareholders would be adversely affected.
Our ability to make payments on our indebtedness will depend on our future performance and our ability to
generate cash, which to a certain extent is subject to general economic, financial, competitive, legislative, legal,
regulatory, and other factors, many of which are beyond our control. If our future cash flows from operations and
other capital resources are insufficient to pay our debt obligations, meet our contractual obligations, or to fund
our other liquidity needs, we may be forced to sell assets, attempt to restructure or refinance our existing
61indebtedness. Any refinancing of our debt could be at higher interest rates and may require us to comply with
more onerous covenants, which could further restrict our business and operations. In addition, any failure to make
payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a
reduction of our creditworthiness and/or any credit rating we may hold. Any such reduction could harm our ability
to incur additional indebtedness on acceptable terms. We have not experienced any instances of material non-
compliance with financial or restrictive covenants under our financing agreements that have adversely affected
our results of operations during the last three Financial Years. However, we cannot assure you that we will
continue to be in compliance with these financial or restrictive covenants in the future, which may adversely affect
our business, results of operations, financial condition, and cash flows.
34. All of our financing agreements entail interest at variable rates and any increases in interest rates
may adversely affect our results of operations and cash flows.
We have entered into financing arrangements with lenders that carry interest at variable rates, which are subject
to periodic changes based on benchmark rates such as marginal cost of funds based lending rate, repo-linked
lending rates, or other market-linked indices. Any increase in these benchmark rates would result in a
corresponding increase in our interest obligations. As a result, our finance costs are exposed to volatility stemming
from macroeconomic factors, including changes in the monetary policy stance of the Reserve Bank of India,
inflationary pressures, changes in liquidity conditions, or shifts in market expectations. While the Balance Sheet
Date Group does not have any fixed rate borrowings as of March 31, 2025, 2024 and 2023, set forth below are
details of floating rate borrowings of the Balance Sheet Date Group as of March 31, 2025, 2024 and 2023:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Floating rate borrowings (in ₹ million) 12,065.96 9,847.11 10,261.15
Floating rate borrowings as a percentage of total 100% 100% 100%
borrowings (in %)
Increased interest rates may adversely affect our profitability and liquidity. Consequently, an increase in interest
rates, without a corresponding increase in our operating income or cash inflows, could reduce the surplus available
for capital expenditures, expansion plans, or distributions to shareholders. This may also constrain our ability to
refinance existing debt on acceptable terms or access additional capital, thereby affecting our growth prospects.
We have not entered into any hedging arrangements to mitigate the risk arising from interest rate volatility, which
leaves us further exposed to adverse movements in interest rates. There is no assurance that we will be able to
implement hedging mechanisms on terms acceptable to us or at all. Accordingly, any adverse movement in interest
rates may adversely affect our business, results of operations, financial condition, and cash flows.
35. 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 which
may adversely affect our business, results of operations, financial condition, and cash flows.
We have entered into various transactions with related parties. The table below provides details of the arithmetical
aggregated absolute total of related party transactions of the Balance Sheet Date Group and as a percentage of the
revenue from operations of the Balance Sheet Date Group for the years mentioned below:
For the Financial Years ended March 31
Particulars
2025 2024 2023
Total income (₹ in million) 3,941.27 3,626.08 3,009.17
Arithmetical aggregated absolute total income from related 0.46 - -
parties (₹ in million)
Income from related parties as a percentage of total income 0.01% - -
(in %)
Total expenses (₹ in million) 3,009.15 2,904.09 2,448.85
Arithmetical aggregated absolute total expenses incurred 354.05 231.40 65.65
with related parties (₹ in million)
Arithmetical aggregated absolute total expenses incurred 11.77% 7.97% 2.68%
in transactions with related parties as a percentage of total
expenses (in %)
For details of the related party transactions of the Balance Sheet Date Group, for the Financial Years 2025, 2024,
and 2023, see “Summary of the Issue Document – Summary of related party transactions” on page 21.
62While we believe all such transactions have been conducted in the ordinary course of business and on an arm’s
length basis, in accordance with Companies Act 2013, relevant accounting standards and other statutory
compliances and contain commercially reasonable terms, we cannot assure you that we could not have achieved
more acceptable terms had such transactions been entered into with unrelated parties. It is likely that we may enter
into related party transactions in the future.
Although 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 2013 and the SEBI Listing Regulations, in the interest of our
Company and its shareholders and in compliance with the Listing Regulations, we cannot assure you that such
future transactions, individually or in the aggregate, will not adversely affect our business, results of operations,
financial condition, and cash flows or that we could not have achieved more acceptable terms if such transactions
had not been entered into with related parties. Such related-party transactions and any future related-party
transactions may also not always be in the best interests of our minority shareholders. Any existing or future
transactions with our related parties could potentially involve conflicts of interest which may be detrimental to
our Company, and we cannot assure you that we will be able to address such conflicts of interests in our favour
in the future, and such conflicts may have an adverse effect on our business, results of operations, financial
condition and cash flows.
36. We rely on a large workforce, including contract labor, and face risks of service disruptions,
compliance failures, and related liabilities that may adversely affect our business, results of
operations, financial condition and cash flows.
Our business model is manpower-intensive, with a significant portion of operational services in the student
accommodation business being carried out by a large workforce comprising both our employees and contract
laborers engaged through third-party service providers. Set forth below are the details of the workforce of the
Company and the Subsidiaries as of August 31, 2025, March 31, 2025, 2024 and 2023:
Particulars As at and for As at and for Financial Years ended March 31,
the five
months
ended
August 31, 2025 2024 2023
2025
Number of permanent employees 57 57 55 54
Number of fixed term contract employees 136 135 129 100
Costs paid to fixed term contract employees (in ₹ 16.00 32.53 27.13 11.69
million)
Costs paid to fixed term contract employees as a N/A** 1.08% 0.93% 0.48%
percentage of total expense (%)
Number of contract labourers 499* 546* 629 661
Costs paid to contract labourers (in ₹ million) 69.87 190.13 174.62 167.14
Costs paid to contract labourers as a percentage of N/A** 6.32% 6.01% 6.83%
total expense (%)
*This does not include the security personnel for HEI Haryana as the services were provided by the university from February 2025 onwards.
**N/A because “total expense” for the five months ended August 31, 2025 is unavailable, since financial information for the five months
ended August 31, 2025 have not been prepared and included in this Draft Red Herring prospectus.
While we typically have contractual arrangements with contract laborers requiring compliance with applicable
labor laws (including the Contract Labour (Regulation and Abolition) Act, 1970, Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, and other employment-related regulations), we cannot assure you that
these obligations will always be met. In the event of non-compliance, we may be held liable as the principal
employer.
Our reputation and ability to retain and grow our business is directly linked to the consistency and reliability of
service quality delivered by our workforce. Disruptions such as absenteeism, high attrition, misconduct,
inadequate training, unionization efforts, or dissatisfaction among employees or outsourced vendors may result in
service failures, operational bottlenecks, or legal claims. In particular, our on-ground teams interact directly with
students and faculty members on a daily basis. Any allegations of negligence, misconduct, or breach of duty could
result in reputational harm and/or exposure to litigation or financial liability.
While we have implemented standard operating procedures and digital monitoring tools to manage service
delivery, there can be no assurance that such measures will prevent service failures or mitigate risks arising from
63workforce-related disruptions. Any adverse developments on this front could lead to non-compliance with
contractual obligations, imposition of penalties, early termination of agreements, reputational damage, or inability
to win new mandates, all of which may adversely affect our business, results of operations, financial condition,
and cash flows.
37. Our limited operating history makes it difficult to evaluate our business, results of operations,
financial condition and cash flows.
We commenced our student accommodation business in Financial Year 2018 and have a limited operating history,
particularly in the current scale and structure of our operations, which could make it difficult for investors to
evaluate our business and results of operations. The following table sets forth certain financial information for the
last three Financial Years:
For the Financial Year
Particulars
2025 2024 2023
Balance Sheet Date Group
Revenue from Operations (in ₹ million) 3,698.11 3,470.01 2,925.01
Year on year growth in revenue from operations (in %) 6.57% 18.63% -
Total Income (in ₹ million) 3,941.27 3,626.08 3,009.17
EBITDA (in ₹ million) 2,593.16 2,201.29 1,866.37
Post-Acquisition Group (on a proforma basis)
Proforma Revenue from Operations (in ₹ million) 5,591.55 5,212.23 4,345.83
Proforma Total Income (in ₹ million) 5,914.18 5,443.70 4,501.24
While we have demonstrated growth in our business, the limited period over which we have operated in our
current form restricts the availability of historical data on our operations, margins, and financial performance. Any
inability to maintain growth momentum, manage costs, or adapt to market conditions may adversely affect our
financial condition and prospects.
38. Incidents of accidents, injuries, health hazards or criminal activities, particularly affecting the
students using our student accommodations or K-12 Assets, may adversely affect our business, results
of operations, financial condition, and cash flows.
We own, operate and manage on-campus student accommodation and own K-12 Assets. The safety and security
of the students residing in or attending these facilities is critical to our operations and reputation. Despite
implementing security measures, such as CCTV monitoring, on-site staff, medical services, health, hygiene and
security protocols, and structured student engagement programs, we cannot assure you that incidents involving
accidents, injuries, fire safety lapses, unauthorized access, infrastructure breakdowns, communicable disease
outbreaks, violence, food safety violations, thefts or other criminal acts will not occur within our premises. While
the primary responsibility for maintaining campus safety rests with the respective HEIs, shortcomings in their
implementation of safety protocols or coordination with our services could still expose us to reputational damage
or operational disruptions. Although there has been no material instance in the last three Financial Years, we
cannot assure that such instances will not occur in the future.
Such incidents, particularly if they result in severe injury or loss of life, could lead to adverse publicity, legal
proceedings, regulatory scrutiny, and reputational damage. For instance, incidents have included fire accidents
caused by unattended electrical equipment and short circuits, road accidents involving students both within and
outside campus, attempted self-harm cases requiring medical intervention, cyber fraud targeting students, health
emergencies, maintenance, infrastructure and safety lapses such as falling fixtures and equipment failures,
flooding hostels room, ceiling collapses, physical altercations among students, extortion attempts by outsiders,
and other operational hazards, each of which necessitated immediate response measures, engagement with
authorities, and corrective action to safeguard students and maintain safety standards. Negative media coverage
or social media discussions may also result in a loss of trust among students, parents, HEIs and K-12 Assets.
Moreover, any allegations of negligence in implementing adequate safety or preventive measures could result in
civil or criminal liabilities, monetary penalties, and could jeopardize our existing agreements with educational
institutions. For instance, certain of our agreements contain clauses that place responsibility for facility
management and student safety on us, including the provision of services such as security. Further, as we also
provide food and pantry services as part of our offerings, any incident involving food contamination or unhygienic
practices could expose us to legal, regulatory, and reputational risk. In addition, any failure in incident
management, such as delayed evacuation during a fire, failure in handling of health emergencies, or ineffective
64response to a serious student grievance, could attract regulatory penalties, adverse media coverage and loss of
occupancy across student accommodations and K-12 Assets. While there has been no material instance of any of
the above incidents in the last three Financial Years, we cannot assure that such instances will not occur in the
future, which may lead to termination of agreements, financial claims, or blacklisting by educational authorities.
39. We are subject to several risks relating to owning real estate assets, such as the Government of India’s
right to use or acquire properties and real estate market conditions.
Our business operations are dependent on real estate assets that we either own or lease for the purposes of
constructing, developing, managing, and operating student accommodation for HEIs and owning K-12 Assets.
Consequently, we are exposed to a range of risks inherent in owning or occupying such real estate assets. Set forth
below are details of properties leased and owned by us as of August 31, 2025:
Owned/Leased Number
Owned properties 20*
Leased properties 1^
*Comprises two HEIs, two owned assets (County and Woodstock) and 16 K-12 Assets (excluding HIS Dubai and NLCS Dubai)
^Comprises one HEI.
Under Indian law, the Government of India has the power to temporarily use or permanently acquire our land,
including leasehold land, for public purposes without our consent. In some instances, this power may be exercised
with or without compensation that, if provided, may not reflect the fair market value of the asset. For instance,
under the terms of certain lease deeds, for Manipal University, government authorities (such as the Jaipur
Development Authority) retain the right to temporarily use the leased land without paying compensation. For
instance, Manipal University, Jaipur, the sub-lease agreement is co-terminus with the main lease between Manipal
University, Jaipur and the Jaipur Development Authority. The HSA provides that Manipal University, Jaipur must
renew the sub-lease upon renewal of its main lease; however, if such renewal does not occur, our Company would
continue to hold only operator rights. If any such rights are exercised or if any part of our leased land is acquired
by the Government of India, it could affect our ability to operate our facilities, thereby adversely affecting our
revenues, profitability, and growth prospects.
In addition to regulatory and contractual risks, we are also exposed to general real estate market conditions and
requirements. For instance, our Manipal and County assets are currently vacant, which illustrates that ownership
of real estate carries the risk of prolonged non-utilization and underperformance, leading to higher carrying costs
without corresponding revenue generation. The value and utility of our real estate assets may be influenced by
changes in zoning laws, market demand for student accommodation, cost of capital improvements, local
infrastructure development and delays or challenges in obtaining or renewing regulatory approvals, permissions
or licenses. Any adverse change in these factors may hinder our growth through reduced occupancy, decreased
returns on capital employed, impairments in asset valuations, penalties, and litigation.
Further, the lease or title deeds entered into by us contain restricted end-use provisions that allow us to utilize the
land parcels solely for student accommodation purposes and not for any alternative commercial use. This
significantly limits our flexibility to repurpose or monetize such properties in response to changing market
conditions, which may constrain our business strategy and adversely affect our financial performance. Given the
capital-intensive nature of our business and the long-term tenor of our agreements, any disruption to our rights in
land and buildings, whether due to governmental action, market dynamics, or contractual disputes, may adversely
affect our business, results of operations, financial condition, and cash flows.
40. Failure to obtain, maintain or renew the statutory and regulatory licenses, permits, and approvals
required for our business and operations may adversely affect our business, results of operations,
financial condition and cash flows.
We are required to obtain and maintain various statutory and regulatory licenses, permits and approvals for the
development, operation and maintenance of student accommodation and K-12 Assets. Such licenses, permits, and
approvals may be obtained from relevant state and central governmental authorities, including, among others,
municipal authorities, land and building development authorities, state pollution control boards, local electricity
and water supply departments, fire safety departments, and health and safety regulators. Some of these approvals
may be subject to conditions, including inspections or compliance with specific standards such as building codes,
fire safety, hygiene, food safety, and environmental norms. Such approvals may expire from time to time in the
ordinary course, requiring applications to be made for their renewal. Our approvals are often issued in the name
of the HEI or K-12 Operator. In the event the HEI or K-12 Operator fails to obtain or renew such approvals on a
65timely basis, or if there are delays in meeting evolving regulatory requirements, our ability to continue operations
at the concerned asset could be affected. While there has been no material instance of such non-compliance in the
last three Financial Years, we cannot assure you that similar risks will not arise in the future.
Further, any changes in applicable laws, including those related to labour, fire safety, urban development norms,
or educational regulations, may require additional approvals or revalidation of the existing ones. Such changes, if
not addressed in a timely manner by the HEIs or K-12 Operators, could adversely affect our operations and
financial performance. While there has been no material affect of regulatory amendments, on our business, in the
last three Financial Years, we cannot assure that such regulatory amendments will not have a material effect on
our business, operations, or financial condition in the future. For further details, see “Key Regulations and
Policies” and “Government and Other Approvals” on pages [●] and [●].
Moreover, failure to obtain requisite land use conversions or development permissions may result in regulatory
scrutiny, imposition of penalties, or even termination of leasehold rights. The inability to adapt to such regulatory
changes in a timely manner may adversely affect our business operations and delay execution of our development
projects.
We have applied for renewal of one of the approvals, there is no assurance that such renewal will be issued or
granted to us in a timely manner, or at all. Further, one of our subsidiaries, GHS Jagdishpur is required to have a
CLRA registration from the relevant local authorities, however, we have not been able to obtain CLRA. Such
instances of any failure or delay in obtaining or renewing required approvals, or any non-compliance with the
terms of the approvals, may result in suspension of operations, termination of lease or service agreements,
imposition of penalties or fines, loss of revenue, reputational harm, and may adversely affect our business, results
of operations, financial condition, and cash flows.
41. Any adverse effect on our brand and reputation may adversely affect our business, results of
operations, financial condition, and cash flows.
Our brand and reputation are critical to our ability to attract and retain HEIs and K-12 Operators to engage with
us and for students to live in our student accommodations and study in the K-12 Assets. We operate in a sector
that requires a high degree of trust, particularly because our services effect the daily lives, wellbeing, and
development of students across HEIs and K-12 Assets. Any negative publicity, whether substantiated or not,
concerning the quality of our facilities, food and health standards, safety and security practices, data privacy, or
even issues arising from our contractual relationships with educational institutions, service vendors or landlords,
could tarnish our brand and diminish stakeholder confidence. There have been no material developments affecting
our operations, reputation, or contractual relationships in the last three Financial Years.
Given our scale, with operations spanning multiple campuses, even isolated operational lapses, such as disruptions
in student accommodation, community services, or facility maintenance, can gain visibility through social media,
press coverage, causing harm to our reputation. Furthermore, scrutiny by regulators, civil society, or student
interest groups can compound the reputational damage in such cases.
We are also exposed to reputational risk stemming from our association with third-party service providers and
HEIs or K-12 Assets. Any misconduct, service failure, or regulatory non-compliance on their part can reflect
adversely on us, particularly if such incidents occur at renowned campuses or involve minors or women.
A decline in our reputation could result in reduced trust from existing and potential HEIs and K-12 Operators,
affecting our ability to enter into or renew service agreements. This may also lead to lower occupancy rates across
our Managed Beds and Owned Beds and reduce student satisfaction. Collectively, such developments may
adversely affect our business, results of operations, financial condition, and cash flows.
42. Increasing focus on sustainability requirements, such as green buildings, may increase costs or
require redesigns, affecting our business, results of operations, financial condition, and cash flows.
There is an increasing global and domestic emphasis on sustainability and environmentally responsible
development, particularly in the real estate and infrastructure sectors (Source: CBRE Report). Key stakeholders
including regulatory bodies, HEIs and K-12 Assets, and capital providers are increasingly prioritizing
environmental, social, and governance metrics, including green building certifications, energy efficiency,
renewable energy usage, and waste and water management protocols.
66As an owner, operator and administrator of student accommodation and K-12 Assets, we may be required to invest
in environmentally sustainable upgrades, such as solar power systems, energy-efficient heating, ventilation, and
air conditioning systems, and water conservation infrastructure. These upgrades may result in higher capital
expenditures or operating costs than anticipated in our budget. We have voluntarily implemented certain
environmental social governance (“ESG”) standards, including obtaining WELL certifications and other building-
level audits, to strengthen our positioning with HEI’s and K-12 Operators. However, there can be no assurance
that we will recover these costs through pricing or improved occupancy, or that such measures will be sufficient
to meet evolving sustainability mandates.
Further, as part of regulatory policy shifts or institutional mandates, green building norms may become mandatory,
particularly for projects involving public or private institutions (Source: CBRE Report). These could require us to
redesign existing or upcoming properties, leading to cost overruns, delays in execution, and potential disruption
of services.
Failure to meet the ESG expectations of shareholders may also restrict access to capital, particularly from investors
with sustainability mandates, and could result in reputational harm, loss of competitive advantage, or
disqualification from tenders where such metrics are pre-qualification criteria. Additionally, any inconsistency in
execution or failure to achieve or maintain certifications may affect our ability to attract HEIs or K-12 Assets or
command premium pricing.
Any of these factors, individually or in combination, may adversely affect our business, results of operations,
financial condition, and cash flows.
43. Our technology infrastructure is susceptible to disruptions, failures, security breaches and cyber-
attacks. Any such events could potentially result in damage to our business and reputation adversely
affecting our business, results of operations, financial condition, and cash flows.
We rely on third-party technology platforms to manage and deliver services across our student accommodation
and the K-12 Assets businesses. Set forth below are details of the information technology related costs of the
Balance Sheet Date Group for the last three Financial Years:
Financial Year Financial Year Financial Year
Particulars
2025 2024 2023
Information technology related costs (in ₹ million) 6.75 8.21 5.92
Total expenses (in ₹ million) 3,009.15 2,904.09 2,448.85
Information technology related costs as a percentage of
total expenses (in %) 0.22% 0.28% 0.24%
The platform supports core operations such as student onboarding, occupancy management, fee collection, facility
services (such as mess, laundry, and housekeeping), on-demand maintenance, real-time service request resolution
and digital community engagement. Any disruption or system failure that causes interruptions or delays in the
input, retrieval or transmission of data could disrupt our normal operations and possibly interfere with our ability
to undertake our services pursuant to the requirements of our arrangements.
Given our scale of operations with a large student user base in multiple states and campuses, the uninterrupted
performance, integrity, and security of our digital infrastructure is critical to maintaining operational excellence
and service consistency. A failure or prolonged outage, whether due to system error, software failure, cyber
intrusion, ransomware, data corruption or unintentional human error, could disrupt our operations, delay service
delivery, result in inaccurate billing or record-keeping, and compromise our contractual obligations to HEIs and
K-12 Operators. While there has been no material instance in the last three Financial Years, we cannot assure that
such instances will not occur in the future.
Moreover, any cyber-attack or breach resulting in unauthorized access to sensitive data (including student or
institutional information) could result in reputational damage, potential litigation, regulatory fines under emerging
data privacy regimes, and erosion of trust among our HEIs, K-12 Operators and students. While we have adopted
several measures to secure our platforms, including restricted access, security protocols, and third-party audits,
digital burglary and asset care policies, these may not be sufficient to prevent evolving threats or zero-day
vulnerabilities. Although our Company has undertaken data localization measures in line with evolving regulatory
requirements, there can be no assurance that such measures will fully safeguard against breaches, cross-border
transfer risks, or liabilities under future data protection regimes.
67Further, our agreements with HEIs and trusts operating K-12 Operators often include commitments on service
levels, and operational performance. Disruptions in our technology platform could cause us to breach these
obligations, which may trigger penalties, termination rights, or buy-back clauses. In addition, any systemic failure
could undermine our differentiating value proposition as a tech-enabled institutional platform and affect our ability
to win and retain contracts in a competitive market.
As we continue to scale operations and digitize our service layers, our exposure to such risks is likely to grow.
Any technology-related disruption may adversely affect our business, results of operations, financial condition,
and cash flows.
44. Our international operations are subject to a number of risks that could affect our business, results of
operations, financial condition, and cash flows.
We have expanded our operations beyond India into an international geography, namely United Arab Emirates.
Operating in international markets subjects us to risks and uncertainties including, among others, distinct foreign
legal and regulatory frameworks, tax regimes, accounting standards, culture and language factors, foreign
exchange controls, labor laws, real estate ownership, leasing structures, local education policies, and political
social and economic circumstances, including civil unrest, diplomatic tensions or policy shifts.
These distinctions may hinder our ability to expand or continue operations in those jurisdictions by making it
difficult to, enforce our agreements, obtain regulatory approvals, gain market access, repatriate profits, receive
contractual payments in a timely manner, attract and retain skilled personnel familiar with local practices, navigate
language and cultural differences, among others.
We may inadvertently fail to comply with regulations and laws of countries where we operate, which could lead
to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or delay
in receipt of regulatory approvals, which may increase our costs for complying with applicable laws, rules and
other requirements. While we have not faced any such instances that have materially and adversely affected our
results of operations during the last three Financial Years, we cannot assure you that we will not be subject to
regulatory actions due to our inability to comply with the applicable regulatory requirements in jurisdictions
outside India in the future. Any such instance could adversely affect our business, financial condition, cash flows,
and results of operations.
Further, we are exposed to fluctuations in foreign currency exchange rates that may adversely affect our results
of operations. Moreover, any failure to comply with local laws and regulations, whether due to oversight,
misinterpretation or local enforcement practice, may subject us to penalties, sanctions, or reputational harm.
There can be no assurance that we will be able to manage these risks effectively or that our international operations
will perform in line with our expectations. Any adverse developments in our overseas business may adversely
affect our consolidated results of operations and hinder our growth trajectory.
45. Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Management have
interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.
Certain of our Directors, Key Management Personnel and Senior Management are interested in our Company, in
addition to regular remuneration or benefits and reimbursement of expenses, to the extent of their direct or indirect
shareholding and stock options in our Company and benefits arising therefrom. Our Promoters are also interested
in our Company to the extent of their shareholding in our Company and any benefits arising therefrom. Some of
our Directors may also be interested to the extent of any transaction entered into by our Company with any other
company/firm/entity in which they are director/promoter/partner.
Further, while our Promoters, Directors, Key Managerial Personnel and Senior Management are not interested in
other business ventures which are in the same line of activity or business as us, we cannot assure you that such a
conflict will not arise in the future, or that we will be able to suitably resolve any such conflict without an adverse
effect on our business or operations. Additionally, we cannot assure you that our Promoters, Directors, Key
Managerial Personnel and Senior Management will not undertake or acquire interests in competing ventures in
the locations or segments in which we operate. Conflicts of interest may arise in the future, which may adversely
affect our business, results of operations, financial condition and cash flows.
46. Our Company does not own the premises on which our Registered and Corporate office is situated. If
68we are unable to renew our current leases or if we renew them on terms which are detrimental to us,
we may suffer a disruption in our operations or increased relocating costs, or both, which could
adversely affect our business, results of operations, financial condition cash flows.
Our Company has leased the premises where our Registered and Corporate Office is situated from a third party
pursuant to a lease agreement, which is currently valid for a period of five years until February 10, 2027. We
cannot assure you that the lease term will be renewed or extended once their terms are complete. If we are unable
to renew or extend our current lease, or if we renew or extend them on terms which are detrimental to us, we may
suffer a disruption in our operations or increased relocating costs, or both, which could adversely affect our
business, results of operations, cash flows and financial condition.
While there have been no instances of non-compliance of the terms of our lease agreement in the last three Fiscals,
we cannot assure you that there will be no such non-compliance leading to termination of such lease in the future.
Any change in the terms and conditions of the lease agreements and any premature termination of such lease
agreements may have an adverse impact on our operations. Any adverse effect on the title, ownership rights,
development rights of the owners from whose premises we operate, breach of the contractual terms of any lease,
leave and license agreements, or any inability to renew such agreements on acceptable terms may also affect our
operations.
47. The Balance Sheet Date Group has recorded exceptional items in its Restated Consolidated Summary
Statement which may not be recurring and may affect the comparability of our results of operations,
and any similar items in the future may have an adverse effect on our business, results of operations,
financial condition and cash flows.
The Restated Consolidated Summary Statement of the Balance Sheet Date Group includes exceptional items that
have affected our reported performance, such as (i) incentive payable to employees of ₹282.30 million and a gain
on sale of land of ₹175.57 million in Financial Year 2025, (ii) repairs and maintenance expense and contractual
damages of ₹72.00 million and ₹15.30 million, respectively, and (iii) transaction cost incurred pursuant to business
combination of ₹13.36 million of a student hostel block in GHS Jagdishpur in Financial Year 2024, and (iv)
additional consideration payable in business combination of ₹168.32 million payable to HEI Haryana in Financial
Year 2023. These exceptional items may not recur and therefore affect comparability of our results. We cannot
assure you that similar or other exceptional items will not arise in the future, which may have an adverse effect
on our business, results of operations, financial condition and cash flows. For further details, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Our Results of Operations - Financial
Year 2024 compared to Financial Year 2023” on page 512.
48. Our insurance coverage may not be adequate to protect us against all potential losses, which adversely
affect our business, results of operations, and cash flows.
We maintain customary insurance policies, including fire and perils insurance, burglary insurance, vehicle
insurance, directors and officers liability insurance, group medical insurance and digital insurance, among others
to protect our business operations. For further information, see “Our Business – Insurance” on page 328. Our
insurance coverage may not fully protect us against potential liabilities or may not be available to the extent we
anticipate. We attempt to obtain coverage for and mitigate our liability for damages arising from negligent acts,
errors, or omissions through insurance policies. However, our liability may sometimes not be covered as a result
of the limitations of liability set forth in our insurance policies. In such event, our insurance policies may not
protect us from liability for damages, which may lead to financial liability and other adverse consequences. For
details of insurance policies that we maintain, see “Our Business – Insurance” on page 328. Set forth below are
the details of the total assets and the insurance coverage on such assets of the Balance Sheet Date Group as of
March 31, 2025:
As of March 31,
Particulars
2025
Total assets (in ₹ million) 21,526.03*
Insurance coverage (in ₹ million) 13,818.59
% of insurance coverage (%) 64.19%
*excluding other intangible assets, goodwill.
While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the usual
risks associated with the operation of our business, we cannot assure you that any claim under the insurance
69policies maintained by us will be honored fully, in part or on time, or that we have obtained sufficient insurance
to cover all potential losses. In addition, our insurance coverage expires from time to time. We apply for the
renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such
renewals will be granted in a timely manner, or at acceptable cost, or at all. To the extent that we suffer loss or
damage, or successful assertion of one or more large claims against us for events for which we are not insured, or
for which we did not obtain or maintain insurance, or which is not covered by insurance, exceeds our insurance
coverage or where our insurance claims are rejected, the loss would have to be borne by us thereby adversely
affecting our business, results of operations, and cash flows.
49. This Draft Red Herring Prospectus contains information from third parties including an industry
report prepared by an independent third-party research agency, CBRE, which we have exclusively
commissioned and paid for to confirm our understanding of our industry exclusively in connection
with the Issue and reliance on such information for making an investment decision in the Issue is
subject to inherent risks.
The industry and market information included in this Draft Red Herring Prospectus includes information derived
from third parties including an industry report prepared by CBRE, exclusively commissioned and paid for by our
Company, pursuant to an engagement letter dated January 28, 2025. We have relied on the report titled “Industry
Report on the K-12 education and student accommodation sector in India”, dated September 26, 2025 (“CBRE
Report”), for industry related data in this Draft Red Herring Prospectus, which is available on the website of our
Company at www.elevatecampuses.com/investors. The CBRE Report uses certain methodologies for market
sizing and forecasting, and may include numbers relating to our Company that differ from those we record
internally.
Industry sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on estimates,
projections, forecasts, and assumptions that may prove to be incorrect. Due to possibly flawed or ineffective
collection methods or discrepancies between published information and market practice and other problems, the
statistics herein may be inaccurate or may not be comparable to statistics produced for other economies and should
not be unduly relied upon. While industry sources take due care and caution while preparing their reports, they do
not guarantee the accuracy, adequacy, or completeness of the data. Accordingly, investors should read the
industry-related disclosure in this Draft Red Herring Prospectus in this context and not place undue reliance on,
or base their investment decision solely on this information. For further details see “Certain Conventions, Use of
Financial Information and Market Data and Currency of Presentation” on page 31.
50. Certain non-generally accepted accounting principle financial measures and other statistical
information relating to our operations and financial performance have been included in this Draft
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 with those presented by other
companies.
Certain non-GAAP measures and other statistical information relating to our operations and financial performance
such as EBITDA, EBITDA Margin, Earnings before interest, tax, depreciation and amortisation and exceptional
items, % margin of Earnings before interest, tax, depreciation and amortisation and exceptional items, Profit
margin, Net debt and Net debt to EBITDA ratio, Net Asset Value per Equity Share, Return on adjusted capital
employed, Total Capitalization, Non-Current Borrowings to Total Equity ratio, and Total Borrowings to Total
Equity ratio. have been included in this Draft Red Herring Prospectus.
Such non-GAAP measures are supplemental measures of our performance and liquidity that are not required by,
or presented in accordance with, Ind AS, IFRS and US GAAP. Further, these non-GAAP measures are not a
measurement of our financial performance or liquidity under Ind AS, IFRS and US GAAP and should not be
considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period, or any other
measure of financial performance. Further it should not be considered in isolation or construed 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, IFRS and US GAAP. We compute and disclose such non-GAAP
measures and 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, as these metrics are widely
used measured to evaluate an entity’s operating performance. However, such information may not be computed
on the basis of any standard methodology that is applicable across the industry, and these non GAAP measures
are not standardised terms and therefore may not be comparable to financial measures and statistical information
70of similar nomenclature that may be computed and presented by other companies, and has limited usefulness as a
comparative measure and are not measures of operating performance or liquidity defined by Ind AS, IFRS and
US GAAP. For further details, see “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 293 and 626, respectively.
51. Our ability to pay dividends in the future will depend on our earnings, financial condition, working
capital requirements, capital expenditures, and restrictive covenants of our financing arrangements.
Our Company has not declared and paid any dividends on the Equity Shares in the Financial Years 2025, 2024,
and 2023 and until the date of this Draft Red Herring Prospectus. Our ability to pay dividends in the future and
the amount of any such dividends, if declared, may depend upon a number of internal and external factors, limited
to profits, capital requirements, contractual obligations and restrictions, restrictive covenants in financing
arrangements, the overall financial condition of our Company and other factors considered relevant by the Board.
The declaration and payment of dividends will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act 2013. We may retain all future earnings, if any, for use in the operations and
expansion of the business. As a result, we may be unable to pay dividends in the near or medium term, and our
future dividend policy may depend on our capital requirements and financing arrangements. Further, dividends
distributed by us may cost dividend distribution tax at rates applicable from time to time. Accordingly, realization
of a gain on the Shareholders’ investments will depend on the appreciation of the price of our Equity Shares. We
cannot assure you that our Company will declare and pay, or have the ability to declare and pay, any dividends
on Equity Shares at any point in the future. We cannot assure you that our Equity Shares will appreciate in value.
For details, see “Dividend Policy” on page 379.
52. We may be unable to protect our intellectual property rights and may be exposed to misappropriation
and infringement claims by third parties, which may adversely affect our reputation, business, results
of operations, financial condition, and cash flows.
We are dependent on the trademarks across our student accommodation business and K-12 Entities and
Campuses’ educational services platforms. We rely on a combination of contractual arrangements (such as
confidentiality agreements with employees and vendors), trademark registrations, and internal processes to protect
our intellectual property. However, these measures may not be adequate to prevent unauthorized use, copying,
reverse engineering, or misappropriation by third parties, particularly in a fast-evolving digital and services
environment. For details of intellectual property owned by us, see “Our Business - Intellectual Property” on page
327.
We operate in a sector where the use of digital platforms for student accommodation (such as mobile-based service
request tracking, application programming interface-integrated onboarding systems, and student engagement
applications) and technology-enabled K-12 Entities and Campuses (including smart classrooms and data
analytics-driven teaching tools) is central to delivering differentiated offerings. As we expand our Portfolio and
geographic footprint, particularly through asset-light and managed services, we are increasingly reliant on third-
party vendors and contractors, which raises the risk of inadvertent disclosure or misuse of our intellectual property.
Further, the applications for trademark registration in relation to our name ‘Elevate Campuses’ and our logos ‘
and are pending. Until such registrations are obtained, our ability to enforce exclusive rights
over these trade marks may be limited. Furthermore, we may not be able to detect unauthorized use of our
intellectual property promptly or enforce our rights in all jurisdictions, especially where enforcement mechanisms
are weak or legal proceedings are costly and time-consuming. In addition, we may face allegations of intellectual
property infringement from third parties, particularly as we continue to enhance and integrate technology solutions
for our student accommodation business and classroom management. Any such claims, regardless of merit, may
lead to litigation, diversion of management attention, reputational harm, and financial liabilities. While we have
not experienced any material instances over the last three Financial Years, we cannot assure you that such
instances will not arise in the future.
Failure to effectively protect or enforce our intellectual property rights, or successfully defend against
infringement claims, could limit our ability to offer unique and standardized services across institutions, impair
our brand equity and technological differentiation, and adversely affect our business, results of operations,
financial condition, and cash flows.
7153. Disruptions or lack of basic infrastructure such as water supply may adversely affect our operations.
Our operations are dependent on the uninterrupted availability of basic infrastructure, including water supply,
sewage systems, and waste disposal facilities, to ensure seamless service delivery across our student
accommodation and K-12 Assets campuses. Any material disruption in these essential utilities, due to, among
other things, force majeure events, regional infrastructure deficiencies, temporary utility failures, or local
government regulations, may lead to adverse consequences for our business operations, failure of
university/lessors of properties where our business operations are location from complying with local and
municipal regulations, including uninhabitable premises, reduced service standards, and deterioration in student
experience. While we engage with local utility providers and invest in mitigation measures (such as diesel
generators and backup water tanks), we cannot assure that such measures will be sufficient to address disruptions
or systemic infrastructural challenges in certain locations.
For instance, we offer certain services at our student accommodation that require a continuous water supply, such
as drinking water, sewage treatment plants, and chillers. A prolonged outage of water or inadequate supply of
water could affect our ability to meet service-level obligations under our HSAs. In turn, this could result in
breaches of contractual terms, triggering escalation processes, penalty clauses, or even early termination rights,
particularly where our agreements contain minimum performance standards and multi-level service quality
obligations. While there has been no material instance in the last three Financial Years, we cannot assure that such
instances will not occur in the future.
Further, we are exposed to reputational risks and reduced occupancy in the event of persistent utility failures.
Since HEIs, K-12 Operators and students evaluate us based on service reliability and living standards,
infrastructure failures at one or more of our key campuses may adversely affect our brand perception, hinder our
ability to retain existing HEIs or K-12 Operators or secure new ones, and ultimately affect our revenue and
profitability.
54. Any delay in payment of statutory dues by our Company and Subsidiaries in future, may result in the
imposition of penalties and in turn may adversely affect our business, results of operations, financial
condition, and cash flows.
Our Company and Subsidiaries is required to pay certain statutory dues including provident fund contributions
and employee state insurance contributions as indicated in the tables below. The table below sets out the statutory
payments for the last three Financial Years with respect to the Balance Sheet Date Group:
(₹ million)
Financial Year Financial Year Financial Year
Nature of Payment
2025 2024 2023
Employee State Insurance Act, 1948 0.65 0.56 0.34
Payment of Gratuity Act, 1972 1.28 - 0.08
Income Tax Act, 1961 45.00 39.65 10.92
The Employees Provident Fund and Miscellaneous
19.58 17.83 14.43
Provisions Act, 1952
Professional taxes 0.05 0.06 0.07
Tax Deducted at Source 86.83 124.53 70.90
Goods and services tax 158.86 106.46 97.79
The table below sets out details of instances of delays in payment of statutory dues during the Financial Years
2025, 2024, and 2023 with respect to the Balance Sheet Date Group:
Number of Amount Delayed (₹
Particulars Number of Instances
Employees* million)
The Employees Provident Fund and Miscellaneous Provisions Act, 1952
As of Financial Year 2025 192 - -
As of Financial Year 2024 184 - -
As of Financial Year 2023 154 - -
Payment of Gratuity Act, 1972
As of Financial Year 2025 4 1.28 4
As of Financial Year 2024 - - -
As of Financial Year 2023 1 - -
Income Tax Act, 1961
As of Financial Year 2025 N.A. - -
72Number of Amount Delayed (₹
Particulars Number of Instances
Employees* million)
As of Financial Year 2024 N.A. - -
As of Financial Year 2023 N.A. - -
Goods and services tax
As of Financial Year 2025 N.A. - -
As of Financial Year 2024 N.A. - -
As of Financial Year 2023 N.A. - -
Employee State Insurance Act, 1948
As of Financial Year 2025 115 - -
As of Financial Year 2024 95 0.00 1
As of Financial Year 2023 88 - -
Professional Taxes
As of Financial Year 2025 20 0.00 1
As of Financial Year 2024 22 - -
As of Financial Year 2023 29 - -
Labour Welfare Fund
As of Financial Year 2025 N.A. - -
As of Financial Year 2024 N.A. - -
As of Financial Year 2023 N.A. - -
*Number of employees includes permanent and FTC employees. These numbers are as on March 31, of their respective years.
These delays were primarily due to operational issues and various technical glitches with the filing and payment
portal.
While these delays were not material, our Company has subsequently made payment of all pending statutory dues,
we cannot assure you that we will not incur delays in payment of statutory dues in the future. Further, any failure
or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well as significant
penalties, which may adversely affect our business, results of operations, financial condition, and cash flows.
55. A downgrade in our credit rating may adversely affect our ability to raise capital in the future.
Our Company and Subsidiaries have received the following credit ratings on our debt and credit facilities as of
March 31, 2025, 2024, and 2023:
As of March 31, Long term
Particulars loans/Short term
2025 2024 2023
loans
Our Company A+ A A Long Term Loans
Subsidiaries
Good Host Spaces (Shoolini) Pvt. Ltd. A- A- BBB+ Long Term Loans
Good Host Spaces (Sonipat) Pvt. Ltd. A A A- Long Term Loans
Our credit ratings, which are intended to measure our ability to meet our debt obligations, is a factor in determining
our finance costs. The interest rates of certain of our borrowings may be significantly dependent on our credit
ratings. While there has not been a downgrade in our credit ratings in the last three Financial Years, any future
downgrade of our credit ratings could lead to greater risk with respect to refinancing our debt and would likely
increase our cost of borrowing and adversely affect our business, results of operations, financial condition, cash
flows and future prospects.
56. Any variation or delay in the proposed utilization of Net Proceeds may be subject to additional
regulatory and shareholder approvals and could adversely affect our business plans and results of
operations.
We propose to utilize the Net Proceeds towards (i) payment of the purchase consideration for Proposed
Acquisitions to K-12 Holdcos; (ii) repayment and/ or prepayment, in full or in part, of certain outstanding
borrowings and prepayment penalties, as applicable of availed by our Company and certain of our Subsidiaries,
namely GHS Shoolini, GHS Sonipat, Souk HIS UAE and Souk NLCS UAE, through investment in such
Subsidiaries, through investment in such Subsidiaries; and (iii) funding inorganic growth through unidentified
acquisitions, other strategic initiatives and general corporate purposes. For further details, see “Objects of the
Issue” and “Proposed Acquisition” beginning on pages 123 and 270, respectively.
73The deployment of the Net Proceeds is based on management estimates, current circumstances of our business,
prevailing market conditions and has not been appraised by any bank, financial institution or other independent
party. These estimates may be inaccurate, and we may require additional funds to implement the purposes of the
Issue. Accordingly, at this stage, we cannot determine with any certainty if we will 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. Any delay in our schedule of implementation
may cause us to incur additional costs. Such time and cost overruns may adversely affect our business, results of
operations, financial condition and cash flows. Further, pending utilization of Net Proceeds towards the Objects
of the Issue, our Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds
temporarily in deposits with one or more scheduled commercial banks included in Second Schedule of Reserve
Bank of India Act, 1939, as may be approved by our Board or a duly constituted committee thereof.
In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the
utilization of the Net Proceeds or in the terms of any contract as disclosed in this Draft Red Herring Prospectus
without obtaining the Shareholders’ approval through a special resolution. In the event of any such circumstances
that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain
the Shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such Shareholders’
approval may adversely affect our business or operations.
In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized
proceeds of the Issue, if any, or vary the terms of any contract referred to in this Red Herring Prospectus, even if
such variation is in our interest. This may restrict our ability to respond to any change in our business or financial
condition by redeploying the unutilized portion of the Net Proceeds, if any, or varying the terms of any contract,
which may adversely affect our business and results of operations.
57. Our Promoters and members of the Promoter Group will continue to retain significant shareholding
in our Company after the Issue, which will allow them to exercise significant influence over us.
As at the date of this Draft Red Herring Prospectus, our Promoters collectively hold 100% of our issued,
subscribed and paid-up share capital (on a fully diluted basis) and after the completion of the Issue, our Promoters
collectively will hold a significant percentage of our post-Issue Equity Share capital. For details of the Equity
Shares held by our Promoters, see “Capital Structure —Notes to the Capital Structure –Shareholding of our
Promoters, the members of our Promoter Group and directors of our Promoters” on page114. Accordingly, our
Promoters and members of the Promoter Group will continue to exercise significant over our business and all
matters requiring shareholders’ approval, including the composition of our Board of Directors, the adoption of
amendments to our certificate of incorporation, 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
expenditures. The interests of our Promoters, as our Company’s significant shareholder, could be different from
the interests of our other Shareholders and their influence may result in change of management or control of our
Company, even if such a transaction may not be beneficial to our other Shareholders. In addition, the trading
price of our Equity Shares could be adversely affected if potential new investors are disinclined to invest in us
because they perceive disadvantages to a large shareholding being concentrated in our Promoters.
External Risks
58. Political, economic or other factors that are beyond our control may adversely affect our business,
results of operations, financial condition, and cash flows.
The Indian economy and capital markets are influenced by economic, political and market conditions in India and
globally. We are incorporated in and partially manufacture in India and, as a result, are dependent on prevailing
economic conditions in India. Our results of operations are significantly affected by factors influencing the Indian
economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
• epidemics or any other public health concerns in India or in countries in the region or globally, including
in India’s various neighboring countries, such as the highly pathogenic H7N9, H5N1 and H1N1 strains
of influenza in birds and swine and more recently, the COVID-19 pandemic;
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
74or repatriate currency or export assets;
• any scarcity of credit or other financing in India, adversely affecting economic conditions in India and
scarcity of financing for our expansions;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• changes in India’s tax, trade, deregulation, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;
• occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods, earthquakes, tsunamis
and fires) which may cause us to suspend our operations;
• acts of war, civil unrest, local agitation, acts of violence, terrorist attacks, regional conflicts or situations
of war may adversely affect the Indian markets as well as result in a loss of business confidence in Indian
companies. For instance, any deterioration in relations between India and its neighboring countries,
including Pakistan, following the recent attack in Pahalgam, Jammu and Kashmir in April 2025, may
result in escalations in the acts of war and violence, which in turn may lead to investor concern about
stability in the region, which may adversely affect the price of our Equity Shares;
• decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
• any downgrading of India’s debt rating by a domestic or international rating agency;
• international business practices that may conflict with other customs or legal requirements to which we
are subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export
tariffs, increased regulations or capital investment requirements;
• imposition of duties and other trade barriers and retaliatory countermeasures implemented by the U.S.
and other governments; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional
costs to do so.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, may
adversely affect our business, results of operations, financial condition, cash flows, and subsequently, the price of
the Equity Shares. Also, a change in the government or a change in the economic and deregulation policies may
adversely affect economic conditions prevalent in the areas in which we operate in. High rates of inflation in India
could increase our costs without proportionately increasing our revenues, and as such decrease our operating
margins. Our performance and the growth of our business depends on the overall performance of the Indian
economy as well as the economies of the regional markets in which we operate. We are dependent on the various
policies, initiatives and schemes proposed or implemented in India and the United Arab Emirates, however, there
can be no assurance that such policies, initiatives and schemes will yield the desired results or benefits which we
anticipate and rely upon for our growth.
59. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may adversely
affect the value of our Equity Shares, independent of our operating results.
Upon listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that it
takes to undertake such conversion may reduce the net dividend to foreign investors. In addition, any adverse
movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares
may reduce the net proceeds received by a foreign investor. For instance, a delay in regulatory approvals needed
75for the sale of Equity Shares may reduce the proceeds received by Equity Shareholders. Further, the exchange rate
between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to
fluctuate substantially in the future. This may adversely affect the returns on the Equity Shares, independent of
our operating results.
60. Changing laws, rules and regulations and legal uncertainties, including adverse application of
corporate and tax laws, may adversely affect our business, results of operations, financial condition,
and cash flows. Investors can be subject to Indian taxes arising out of capital gains on the sale of the
Equity Shares or dividend paid thereon.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations, financial
condition, and cash flows to the extent that we are unable to suitably respond to and comply with any such changes
in applicable law and policy.
Further, any future amendments may affect our tax benefits such as exemptions for income earned by way of
dividend from investments in other domestic companies and units of mutual funds, exemptions for interest
received in respect of tax-free bonds, and long-term capital gains on equity shares. Changes in capital gains tax
or tax on capital market transactions or the sale of shares could affect investor returns. As a result, any such
changes or interpretations may adversely affect our business and financial performance.
For instance, the Government of India has announced the Union Budget for the Financial Year 2026 (the
“Budget”), pursuant to which the Finance Act, 2025 has amended the Income-tax Act, 1961, including the capital
gains tax rates with effect from the date of announcement of the Budget. We have not fully determined the effects
of these recent and proposed laws and regulations on our business.
The Government introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social Security 2020
(“Social Security Code”); (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 labor
legislations. Except certain portions of the Wages Code, which have come into force pursuant to notification by
Ministry of Labor and Employment, the rules for implementation under such codes are yet to be notified.
The Digital Personal Data Protection Act, 2023 (“PDP Act”) which has received the assent of the President on
August 11, 2023 (but is yet to be notified), provides for personal data protection and privacy of individuals,
regulates cross border data transfer, and provides several exemptions for personal data processing by the
Government. 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 PDP 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 PDP Act. The enactment of the PDP Act introduces stricter data protection norms
for companies in India, which may result in additional costs incurred to ensure compliance.
The Parliament of India has passed the Bharatiya Nyaya Sanhita, 2023, the Bharatiya Nagarik Suraksha Sanhita,
2023 and the Bharatiya Sakshya Adhiniyam, 2023, which have repealed the Indian Penal Code, 1860, the Code
of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively, with effect from July 1, 2024. The
effect of the provisions of these on us and the litigations involving us cannot be predicted with certainty.
Unfavorable changes in or interpretations of existing, 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. Uncertainty in
the application, interpretation, or implementation of any amendment to or change in, governing law, regulation,
or policy may be time consuming as well as costly for us to resolve. For instance, the absence, or a limited body
of administrative or judicial precedent may increase uncertainty and affect the viability of our current business or
restrict our ability to grow our businesses in the future.
We cannot predict whether any tax laws or other regulations affecting it will be enacted and if so what the nature
and effects of any such laws or regulations are. Further, we cannot predict whether, if at all, any laws or regulations
would adversely affect our business, results of operations, financial condition and cash flows. For details, see
“Key Regulations and Policies” on page 329.
7661. A downgrade in India’s debt ratings may affect the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors beyond our control, including changes
in tax or fiscal policy or a decline in India’s foreign exchange reserves. Our borrowing costs and our access to the
debt capital markets depend significantly on the sovereign credit ratings of India. Any revisions to India’s credit
ratings for domestic and international debt by international rating agencies may adversely affect our ability to
raise additional external financing, including the interest rates and other commercial terms at which such
additional financing may be available. This may adversely affect our business and future financial performance,
our ability to obtain financing for capital expenditures and the trading price of the Equity Shares.
62. If inflation continues to rise in India, increased costs may result in a decline in profits.
Inflation rates in India have been volatile with high inflation rates in recent years, and such volatility may continue.
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 entirely or in part, be able to
adequately pass on to our customers and may adversely affect our business and financial condition. If we are
unable to sufficiently increase our revenues to offset our increased costs due to inflation, it may adversely affect
our business, results of operations, financial condition, and cash flows. 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.
63. 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 regulation currently in force in India, the transfer of shares between non-residents and
residents is freely permitted (subject to compliance with sectoral norms and certain other restrictions, including
pricing guidelines and reporting requirements specified by the RBI). If the purported transfer of shares does not
comply with such pricing guidelines or reporting requirements or does not fall under any of the exceptions referred
to above, then prior regulatory approval will be required. Further, unless specifically restricted, foreign investment
is freely permitted to any extent in all sectors of the Indian economy, so long as the foreign investor follows the
required and prescribed procedures for making such investment. The RBI and the concerned
ministries/departments are responsible for granting approval for foreign 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.
Furthermore, this conversion is subject to the shares having been held on a repatriation basis and, either the
security having been sold in compliance with the pricing guidelines or, the relevant regulatory approval having
been obtained for the sale of shares and corresponding remittance of the sale proceeds. We cannot assure you that
any necessary approvals from the RBI or any other governmental agency can be obtained on any particular terms,
or at all.
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 Rules, investments where the beneficial owner of the
equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made
through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and
the FEMA Rules. 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. Restrictions on foreign investment activities and affect our ability to attract foreign investors may
cause uncertainty and delays in our future investment plans and initiatives. We cannot assure investors that any
required approval from the RBI or any other governmental agency can be obtained on any particular terms or
conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page
579. Our ability to raise foreign capital through foreign direct investment is therefore constrained by Indian law
and any potential future changes to Indian law, which may adversely affect our business, financial condition,
results of operations and cash flow.
64. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such
regulatory restrictions limit our financing sources and could constrain our ability to obtain financings on
77competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required
regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at
all. Limitations on foreign debt may adversely affect our business growth, results of operations, financial
condition, and cash flows.
65. Rights of shareholders under Indian laws may be different from laws of other jurisdictions.
Indian laws and legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’
rights including in relations to class actions, under Indian law, may not be as extensive as shareholders’ rights
under the laws of other countries or jurisdictions. Shareholders may also face challenges in asserting their rights
as a shareholder that they may not face in other jurisdictions.
66. Any adverse application or interpretation of competition laws may adversely affect our business.
The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing
practices that have or are likely to have an appreciable adverse effect on competition (“AAEC”) in certain markets
in India and has mandated the Competition Commission of India (the “CCI”) to separate such practices. Under
the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is
likely to cause an AAEC is deemed void and attracts substantial penalties.
Further, certain types of agreements among competitors are presumed to have an appreciable AAEC in the relevant
Indian market and void. These types of agreement include any agreements that directly or indirectly, limits or
controls production, determines the purchase or sale price, or shares the market (such as by geographical area or
number of customers). Additionally, the Competition Act 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, 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 guilty of the contravention and liable to be punished.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC
in India. Consequently, certain agreements entered into by us could be within the purview of the Competition Act.
Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination
thereof occurring outside India if it has an AAEC within India. The effects of the provisions of the Competition
Act on the agreements entered into by us cannot be predicted with certainty at this stage. The Government of India
has also passed the Competition (Amendment) Act, 2023, which has proposed several amendments to the
Competition Act, 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 providing false information or a failure to provide material information.
If we implement our growth strategy and pursue acquisitions, 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, or any prohibition
or substantial penalties levied under the Competition Act, which would adversely affect our business, results of
operations, financial conditions, and cash flows.
67. Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as IFRS and U.S. GAAP, with which investors may be more familiar.
The Restated Consolidated Summary Statements of our Company comprises of the Restated Consolidated
Summary Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the
Restated Consolidated Summary Statement of Profit and Loss (including Other Comprehensive Income), Restated
Consolidated Summary Statement of Changes in Equity and the Restated Consolidated Summary Statement of
Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary statement
of material accounting policies and explanatory notes, which are prepared to comply in all material respects with
the requirements of (i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the
“Companies Act, 2013”); (ii) Relevant provisions of The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, (the “SEBI ICDR Regulations”) SEBI on September
11, 2018 as amended from time to time in pursuance of the Securities and Exchange Board of India Act, 1992;
and (iii) Guidance note on Reports in Company Prospectuses (Revised 2019) (the “Guidance Note”) issued by the
Institute of Chartered Accountants of India (the “ICAI”) as amended. The Restated Consolidated Summary
Statements have been compiled by the management from the audited consolidated financial statements of the
78Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, which were prepared
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 from time to time, other accounting
principles generally accepted in India and presentation requirements of Division II of Schedule III of Companies
Act, 2013.
We have not attempted to quantify the effects of US GAAP or IFRS on the financial data included in this Draft
Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of US GAAP or
IFRS. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the Restated
Consolidated Summary Statement, which are restated as per the SEBI ICDR Regulations and included in this
Draft Red Herring Prospectus, will variably provide meaningful information entirely dependent on the reader’s
level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Draft Red Herring Prospectus should be limited
accordingly.
68. Investors may have difficulty enforcing foreign judgments against us or our management.
Our Company is a company incorporated under the laws of India. All of our Directors and executive officers are
citizens and residents of India. A substantial portion of our Company’s assets and the assets of our Directors and
executive officers resident in India are located in India. As a result, it may be difficult for investors to effect
service of process upon us or such persons in India or to enforce judgments obtained against us or such parties
outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code
of Civil Procedure, 1908, as amended (the “Civil Procedure Code”). India is not a party to any international
treaty in relation to the recognition or enforcement of foreign judgments. India has reciprocal recognition and
enforcement of judgments in civil and commercial matters with a limited number of jurisdictions, including the
United Kingdom, Singapore, United Arab Emirates, and Hong Kong. A judgment from certain specified courts
located in a jurisdiction with reciprocity must meet certain requirements of the Civil Procedure Code. The United
States has not been notified as a reciprocating territory.
In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating territory
must meet certain requirements of the Civil Procedure Code. Section 13 of the Civil Procedure Code provides that
foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i) where the judgment
has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the
merits of the case, (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect
view of international law or refusal to recognize the law of India in cases to which such law is applicable, (iv)
where the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the
judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of any law
then in force in India. Under the Civil Procedure Code, a court in India shall, on the production of any document
purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of
competent jurisdiction, unless the contrary appears on record; such presumption may be displaced by proving
want of jurisdiction. The Civil Procedure Code only permits the enforcement and execution of monetary decrees
in the reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes, or other
charges of a like nature or in respect of a fine or other penalty and does not provide for the enforcement of
arbitration awards even if such awards are enforceable as a decree or judgment. A foreign judgment rendered by
a superior court (as defined under the Civil Procedure Code) in any jurisdiction outside India which the
Government of India has by notification declared to be a reciprocating territory, may be enforced in India by
proceedings in execution as if the judgment had been rendered by a competent court in India. Judgments or decrees
from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in
execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-
reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
reciprocating territory, would not be directly enforceable in India. Even if an investor obtained a judgment in such
a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and
obtain a decree from an Indian court.
However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in
India based on a final judgment that has been obtained in the United States or other such jurisdiction within three
years of obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis
as a foreign court if an action is brought in India. Moreover, it is unlikely that an Indian court would award
79damages to the extent awarded in a final judgment rendered outside India if it believes that the amount of damages
awarded were excessive or inconsistent with public policy in India. In addition, any person seeking to enforce a
foreign judgment in India is required to obtain the prior approval of the RBI to repatriate any amount recovered,
and we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or that
conditions of such approvals would be acceptable. Such amount may also be subject to income tax in accordance
with applicable law. Further, any judgment in a foreign currency would be converted into Indian Rupees on the
date of judgment (and not on the date of payment), which could also increase risks relating to foreign exchange.
Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or
effect service of process outside of India, against Indian companies, entities, their directors and executive officers
and any other parties resident in India. Additionally, there is no assurance that a suit brought in an Indian court in
relation to a foreign judgment will be disposed of in a timely manner.
69. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.
There are provisions in Indian law that may delay, deter, or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent types of
transactions involving actual or threatened change in control of our Company. Under the Takeover Regulations,
an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or
voting rights or control over a company, whether individually or acting in concert with others. Although these
provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions
may also discourage a third party from attempting to take control of our Company. Further, there are requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the
Takeover Regulations if the shareholding of any entity exceeds the specified threshold. Consequently, even if a
potential takeover of our Company would benefit its stakeholders, it is possible that such a takeover would not be
attempted or consummated because of the Takeover Regulations.
70. The determination of the Price Band is based on various factors and assumptions and the Issue Price
of the Equity Shares, market capitalization, enterprise multiples, and price to earnings ratio on the
Issue Price of the Equity Shares, may not be indicative of the market price of our Equity Shares upon
listing or thereafter.
The Issue Price of the Equity Shares will be determined by our Company, in consultation with the BRLMs and
through the Book Building Process. This price will be based on various factors and assumptions, as described
under “Basis for Issue Price” on page 140 and may not be indicative of the market price for the Equity Shares
after the Issue. Our market capitalization to revenue from operations for the Financial Year 2025 multiple is [●]
times at the upper end of the Price Band and [●] times at the lower end of the Price Band, and our price to earnings
ratio multiple for Financial Year 2025 is [●] times at the upper end of the Price Band and [●] times at the lower
end of the Price Band. Further, our price to earnings ratio and market capitalization to revenue from operations at
Issue Price is [●] and [●] times, respectively. The Issue Price, multiples and ratios may not be indicative of the
market price of our Company on listing or thereafter. The relevant financial parameters based on which the Price
Band would be determined, shall be disclosed in the advertisement that would be issued for publication of the
Price Band. Any valuation exercise undertaken by us for the purposes of the Issue is not based on a benchmark
against our industry peers. Further, there can be no assurance that our key metrics will improve or become higher
than our comparable industry peers in the future or that we will be able to compete effectively against our
comparable industry peers in relation to these key metrics in the future. If we are unable to improve or maintain
our key metrics in comparison with our comparable industry peers, there may be an adverse effect on the market
price of the Equity Shares. There may not always be standard methodologies in the industry for the calculation of
our key metrics, as a result, corresponding indicators for our comparable industry peers may be calculated and
presented in a different manner. We cannot assure that our methodologies are correct, or that they will not change
subsequently. Accordingly, our position in the market may differ from that presented in this Draft Red Herring
Prospectus.
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 or globally, announcements by us or our competitors of significant acquisitions, alliances, our
competitors launching new services, 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
80growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and
changes in economic, legal and other regulatory factors. The occurrence of one or more of these factors may cause
the market price of the Equity Shares to decline below the Issue Price.
The table below provides details of our market capitalization at Issue Price to revenue from operations and
EV/EBITDA ratio at Issue Price for the Financial Year 2025:
Particulars Market capitalization at Issue Price to Revenue from Operations* Price to earnings ratio*
Financial Year 2025 [●] [●]
*To be updated upon finalization of Issue Price
71. Subsequent to the listing of the Equity Shares, we may be subject to surveillance measures, such as
Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in
order to enhance the integrity of the market and safeguard the interest of investors.
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”)
and Graded Surveillance Measures (“GSM”) by the Stock Exchanges and the Securities and Exchange Board of
India. These measures have been introduced to enhance the integrity of the market and safeguard the interest of
investors. The criteria for shortlisting any security trading on the Stock Exchanges to undergo ASM is based on
objective criteria, which includes market-based parameters such as high low price variation, concentration of
accounts, close to close price variation, market capitalization, average daily trading volume and its change, and
average delivery percentage, among others. A scrip is subject to GSM when the share price is not commensurate
with the financial health and fundamentals of our Company. Specific parameters for GSM include net worth, net
fixed assets, price to earnings ratio, market capitalization and price to book value, among others. Factors within
and beyond our control may lead to our securities being subject to GSM or ASM. In the event the Equity Shares
are subject to such surveillance measures implemented by SEBI and the Stock Exchanges, we may be subject to
certain additional restrictions in connection with trading of the Equity Shares such as limiting trading frequency
(for instance, trading either allowed once in a week or a month) or freezing of price on upper side of trading which
may adversely affect the market price of the Equity Shares or may in general cause disruptions in the development
of an active trading market for the Equity Shares.
72. Any sale of Equity Shares by our Promoters or future issuance of Equity Shares, or convertible
securities or other equity–linked securities by us may dilute your shareholding and adversely affect
the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future issuance of Equity Shares,
convertible securities or securities linked to the Equity Shares by us, including through exercise of employee stock
options, may dilute your shareholding in our Company. Any sale of the Equity Shares by our Promoters or future
equity issuances by us 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. In addition, any perception by investors that such issuances or sales might occur may also affect the market
price of the Equity Shares. We cannot assure you 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.
73. Investors may be subject to Indian taxes arising out of income or capital gains arising on the sale of
and dividend received from 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. In addition to payment of Securities Transaction Tax (“STT”),
investors may be subject to payment of long-term or short-term capital gains tax in India, depending on if the
Equity Share were held for more or less than 12 months immediately preceding the date of transfer. While
nonresidents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties
do not limit India’s right to impose a tax on capital gains arising from the sale of shares of an Indian company.
In terms of the Finance Act, 2024, with effect from July 23, 2024, taxes payable by an assessee on the capital
gains arise from transfer of long-term capital assets (introduced as Section 112A of the Income-Tax Act, 1961).
Where the long-term capital gains exceed ₹125,000, the tax shall be calculated on such long-term capital gains at
the rate of 12.50%, subject to certain exceptions in the cases of resident individuals and Hindu Undivided Families.
The stamp duty for transfer of certain securities, other than debentures, on a delivery basis is currently specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount.
81The Government of India announced the Union Budget for Fiscal 2025, pursuant to which the Finance Bill 2025
proposes various amendments. Further, the Income Tax Act, 1961 is proposed to be amended. We cannot predict
whether the amendments proposed to be made pursuant to the Finance Act, 2025 or the Income Tax Act, 1961
would adversely affect our future business, results of operations, financial condition, and cash flows. Likewise,
we cannot predict whether any amendments made pursuant to the Finance Acts would adversely affect our future
business, results of operations and 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.
74. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian
law and thereby suffer future dilution of their ownership position.
Under the Companies Act, prior to the issuance of any new equity shares, a company incorporated in India that
has share capital must offer its equity shareholders pre-emptive rights. These pre-emptive rights allows equity
shareholders to maintain their existing ownership percentages, by giving them the right to subscribe and pay for
a proportionate number of equity shares. However, the pre-emptive rights may be waived by the adoption of a
special resolution by holders of three-fourths of the Equity Shares voting on such a resolution.
Further, for you to exercise such pre-emptive rights, the law of the jurisdiction you are in may require us to file
an offering document or registration statement with the applicable authority in the jurisdiction. Without such a
filing, you will be unable to exercise such pre-emptive rights. If we elect not to file a registration statement, the
new securities may be issued to a custodian, who may sell the securities for your benefit. The value such custodian
receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that
you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, your proportional interests
in our Company would be diluted.
75. QIBs and Non-Institutional Investors 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, and Retail Individual
Investors are not permitted to withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount
on submission of the Bid. Once the bid is submitted. they are not permitted to withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can revise their
Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. While we are required
to complete Allotment pursuant to the Issue within such period as may be prescribed under applicable law, events
affecting the Bidders’ decision to invest in the Equity Shares, including adverse changes in international or
national monetary policy, financial, political or economic conditions affecting our business, results of operations,
financial condition, cash flows or otherwise may arise between the date of submission of the Bid and Allotment.
Therefore, QIBs and Non-Institutional Bidders will not be able to withdraw or lower their bids in the case of any
adverse developments in international or national monetary policy, financial, political or economic conditions,
that affect our business, results of operations, financial condition, cash flows or otherwise, between the dates of
submission of their Bids and Allotment. We may complete the Allotment of the Equity Shares even if such events
occur, and such events may limit the Bidders’ ability to sell the Equity Shares allotted pursuant to the Issue or
cause the trading price of the Equity Shares to decline upon listing.
76. Our Equity Shares have never been publicly traded, and after the Issue, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may not
develop. Further, the Issue Price may not be indicative of the market price of the Equity Shares after
the Issue.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market for our
Equity Share on the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation do
not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for
the Equity Shares. Furthermore, the Issue Price of the Equity Shares will be determined through the Book Building
Process based on numerous factors. Such factors include factors as described under “Basis for Issue Price”
beginning on page 140] and may not be indicative of the market price for the Equity Shares after the Issue. In
addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the Book Running Lead Managers is below their respective issue price. For further details,
82see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” on
page 541.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors:
• the failure of security analysts to cover the Equity Shares after this Issue;
• changes in the estimates of our performance by analysts;
• the activities of competitors and lenders;
• future issuances and sales of the Equity Shares by our Company or our shareholders;
• variations in our operating results of our Company;
• differences between our actual financial and operating results and those expected by investors and
analysts;
• market conditions specific to the industry we operate in;
• volatility in securities markets in jurisdictions other than India;
• actual or purported “short squeeze” trading activity;
• variations in the growth rate of financial indicators;
• variations in revenue or earnings estimates by research publications; and
• the market capitalization not being indicative of the valuation of our business, and changes in economic,
legal and other regulatory factors.
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.
In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate
to the operating performance of a particular company. Recent stock run-ups, divergences in valuation ratios
relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical
retail investor interest in the markets may also affect the demand for and price of our shares that are not directly
correlated to our operating performance. On some occasions, our stock price may be, or may purport to be, subject
to “short squeeze” activity. A “short squeeze” is a technical market condition that occurs when the price of the
stock increases substantially, forcing market participants who have taken a position that its price would fall
(known as someone who had sold the stock “short”), to buy it, which in turn may create significant, short-term
demand for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire
the stock in order to forestall the risk of even greater losses. A “short squeeze” condition in the market for a stock
can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental
valuation assessments. As a result of these fluctuations, our Equity Shares may trade at prices significantly below
the Issue Price. These broad market fluctuations and industry factors may reduce the market price of the Equity
Shares, regardless of our Company’s performance. There can be no assurance that the investor will be able to
resell their Equity Shares at or above the Issue Price or at all.
For further details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled
by the BRLMs” on page 540.
77. There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner
or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be
granted until after certain actions have been completed in relation to this Issue such as Allotment of Equity Shares
pursuant to this Issue. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are
83required to be listed on the BSE and NSE within such time as mandated under the applicable laws including the
UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that
the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining
final listing and trading approvals may delay and restrict your ability to dispose of your Equity Shares.
78. You may not be able to immediately sell any of the Equity Shares you subscribe to in this Issue on the
Stock Exchanges.
The Equity Shares will be listed on the Stock Exchange. Pursuant to the applicable Indian laws and practice,
permission for listing of the Equity Shares will not be granted till the Equity Shares in this Issue have been issued,
allotted and all relevant documents are submitted to the Stock Exchanges. Further, certain actions must be
completed prior to the commencement of listing and trading of the Equity Shares. Such actions include the
Investor’s book entry or ‘demat’ accounts with the depository participants in India, expected to be credited within
one working day of the date on which the Basis of Allotment is finalized with the Designated Stock Exchange. In
addition, the Allotment of Equity Shares in the Issue and the credit of such Equity Shares to the applicant’s demat
account with the depository participant could take approximately two working days from the Bid/Issue Closing
Date. Trading in Equity Shares upon receipt of listing and trading approval from the Stock Exchanges, trading of
Equity Shares is expected to commence within three working days from Bid/ Issue Closing Date. Any failure or
delay in obtaining the approval or otherwise commence trading in Equity Shares would restrict your ability to
dispose of your Equity Shares. We cannot assure you that the Equity Shares will be credited to investors’ demat
accounts or that trading in the Equity Shares will commence in a timely manner (as specified herein) or at all. We
could also be required to pay interest at the applicable rates if the allotment is not made, refund orders are not
dispatched or demat credits are not made to investors within the prescribed time periods.
84SECTION III – INTRODUCTION
THE ISSUE
The following table summarizes details of the Issue:
Issue(1)(2) [●] Equity Shares bearing face value of ₹1 each aggregating up to
₹25,500 million
The Issue consists of:
A. QIB Portion(3) Not less than [●] Equity Shares bearing face value of ₹1 each
Of which:
Anchor Investor Portion(4) [●] Equity Shares bearing face value of ₹1 each
Net QIB Portion (assuming Anchor Investor Portion [●] Equity Shares bearing face value of ₹1 each
is fully subscribed)
Of which:
Available for allocation to Mutual Funds only (5% of [●] Equity Shares bearing face value of ₹1 each
the Net QIB Portion)
Balance of Net QIB Portion for all QIBs including [●] Equity Shares bearing face value of ₹1 each
Mutual Funds
B. Non-Institutional Portion(5) Not more than [●] Equity Shares bearing face value of ₹1 each
Of which:
One-third of the Non-Institutional Portion available [●] Equity Shares bearing face value of ₹1 each
for allocation to Bidders with an application size of
more than ₹200,000 and up to ₹1,000,000
Two-third of the Non-Institutional Portion available [●] Equity Shares bearing face value of ₹1 each
for allocation to Bidders with an application size of
more than ₹1,000,000
C. Retail Portion Not more than [●] Equity Shares bearing face value of ₹1 each
Pre-Issue and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue (as on the [●] Equity Shares bearing face value of ₹1 each
date of this Draft Red Herring Prospectus)
Equity Shares outstanding after the Issue [●] Equity Shares bearing face value of ₹1 each
Use of proceeds of the Issue See “Objects of the Issue” on page 123for details regarding the use
of proceeds from the Issue.
(1) The Issue has been authorised by our Board pursuant to its resolution dated September 26, 2025 and by our Shareholders pursuant to
a special resolution dated September 26, 2025.
(2) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities, aggregating up to ₹5,100.00
million, as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the completion of
the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
(3) If at least 75% of the Issue cannot be Allotted to QIBs, the entire application money will be refunded forthwith. In the event aggregate
demand in the QIB Category has been met, subject to valid Bids being received at or above the Issue Price, under-subscription, if any,
in any category, except the QIB Category, 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, in accordance with
applicable laws. Under subscription, if any, in the Net QIB Category will not be allowed to be met with spill-over from other categories
or a combination of categories.
(4) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion will be available for allocation to domestic
Mutual Funds only, subject to valid Bids being received from domestic 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 in the Anchor Investor
Portion shall be added back to the QIB Portion. 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. In the
event the aggregate demand from Mutual Funds is less than as specified above, 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. For further details, see “Issue Procedure” and “Issue Structure” on pages 559 and 555,
respectively.
(5) Not more than 15% of the Issue shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds
85of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000 and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of
Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, 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.
Allocation to all categories of Bidders, other than Anchor Investors, Retail Individual Investors and Non-
Institutional Investors, shall be made on a proportionate basis, subject to valid Bids received at or above the Issue
Price, as applicable. The allocation to each Retail Individual Investor and Non-Institutional Investor shall not be
less than the minimum Bid Lot, subject to availability of Equity Shares in Retail Portion and the Non-Institutional
Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For more
information, see “Issue Structure”, “Issue Procedure” and “Terms of the Issue” on pages 555, 559, 549,
respectively
86SUMMARY OF RESTATED CONSOLIDATED SUMMARY STATEMENT
The following tables provide the summary of financial information of our Company derived from the Restated
Consolidated Summary Statement as and at for the Financial Years ended March 31, 2025, March 31, 2024, and
March 31, 2023.
The Restated Consolidated Summary Statement referred to above are presented under “Other Financial
Information” beginning on page 497. The summary of financial information presented below should be read in
conjunction with the “Restated Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 380 and 501, respectively.
[The remainder of this page has been intentionally left blank]
87Summary of restated consolidated statement of assets and liabilities
(in ₹ million)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
ASSETS
Non-current assets
Property, plant and equipments 85.95 139.27 137.85
Investment properties 9,898.83 10,318.82 8,249.37
Goodwill 178.62 203.82 203.82
Other intangible assets 2,455.72 2,698.17 2,666.32
Financial assets
Finance lease receivables 3,784.57 4,715.63 4,716.79
Investments 1,200.00 - -
Loans 60.42 - -
Other financial assets 18.33 41.83 19.89
Non-current tax assets (Net) 41.16 4.67 2.06
Deferred tax assets (Net) 266.51 291.57 347.57
O ther non-current assets 11.62 36.07 181.71
18,001.73 18,449.85 16,525.38
Current assets
Inventories 9.96 17.98 13.07
Financial assets
Investments 722.75 288.14 15.25
Trade receivables 23.71 19.74 7.57
Cash and cash equivalents 3,067.30 774.02 837.88
Other bank balances 234.44 867.63 421.75
Loans 17.00 - -
Finance lease receivables 3.10 3.11 2.76
Other financial assets 1,100.51 575.79 632.16
O ther current assets 44.00 51.11 44.14
5,222.77 2,597.52 1,974.58
Assets held for sale 987.27 - -
Total assets 24,211.77 21,047.37 18,499.96
EQUITY AND LIABILITIES
Equity
Equity share capital 22.11 22.12 22.12
O ther equity 7,004.98 6,535.58 5,747.76
7,027.09 6,557.70 5,769.88
LIABILITIES
Non-current liabilities
Financial Liabilities
Borrowings 11,837.29 8,852.01 9,456.50
Lease liabilities 6.06 64.80 70.34
Other financial liabilities 320.82 2,000.99 237.68
Provisions 3.43 2.78 1.94
Deferred tax liabilities (Net) 890.76 619.25 477.69
O ther non-current liabilities - 101.29 64.26
13,058.36 11,641.12 10,308.41
Current liabilities
Financial liabilities
Borrowings 228.67 995.10 804.65
Lease liabilities 5.53 5.54 8.84
Trade payables
Total outstanding dues of micro enterprises and small 6.51 3.55 8.39
enterprises
Total outstanding dues of creditors other than micro 277.71 606.81 333.95
enterprises and small enterprises
Other financial liabilities 2,489.07 251.94 259.80
Other current liabilities 997.27 979.59 992.76
Provisions 3.70 2.66 2.13
Current tax liabilities (Net) - 3.36 11.15
88Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
4,008.46 2,848.55 2,421.67
Liabilities directly associated with assets held for sale 117.86 - -
Total equity and liabilities 24,211.77 21,047.37 18,499.96
89Summary of restated consolidated statement of profit and loss
(in ₹ million, unless otherwise specified)
Particulars For the year For the year For the year
ended ended ended
March 31, March 31, March 31,
2025 2024 2023
Income
Revenue from operations 3,698.11 3,470.01 2,925.01
Other income 243.15 156.07 84.16
Total income 3,941.27 3,626.08 3,009.17
Expenses
Employee benefits expenses 263.23 279.87 203.98
Finance costs 1,255.42 1,092.34 1,036.23
Depreciation and amortisation expenses 512.35 487.62 438.14
Other expenses 978.15 1,044.26 770.50
T otal expenses 3,009.15 2,904.09 2,448.85
Restated profit before exceptional items and tax 932.12 721.99 560.32
E xceptional items 106.73 100.66 168.32
Restated profit before tax 825.39 621.33 392.00
Tax expenses
Current tax 2.33 39.23 7.99
Current tax pertaining to earlier years - 3.18 -
Deferred tax 254.28 190.40 92.98
Deferred tax pertaining to earlier years 42.27 (8.37) 1.00
T otal tax expense 298.88 224.44 101.97
R estated profit for the year (A) 526.51 396.89 290.03
Restated Other comprehensive income
Items that will not be reclassified subsequently to profit and loss
Bargain purchase gain on business combination - 521.83 -
Remeasurements gain / (loss) on defined benefit plans 0.10 (0.06) 0.88
Tax on Remeasurements gain / (loss) on defined benefit plans (0.02) 0.02 (0.22)
Restated Total other comprehensive income / (loss) for the year
0.08 521.79 0.66
( net of tax) (B)
Restated Total comprehensive income for the year (A + B) 526.59 918.68 290.69
Restated Earnings per equity share (In INR):
[Equity shares of face value of INR 1 (March 31, 2024: INR 1,
March 31, 2023: INR 1) each]
(a) Basic 23.81 17.94 13.11
(b) Diluted 23.81 17.86 13.05
90Summary of restated consolidated statement of cash flows
(in ₹ million)
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Cash flow from operating activities
Restated Profit before tax 825.39 621.33 392.00
Adjustment to reconcile profit before tax to net cash
flows
Depreciation and amortisation expenses 512.35 487.62 438.14
Exceptional items 106.73 13.36 168.32
Employee share based payments expense - - 7.58
Lease liability written back (8.87) - -
Lease equalisation income 33.85 22.13 11.04
Interest expense 1,255.42 1,092.34 1,036.23
Amortisation of deferred lease (6.67) (6.67) (4.87)
Loss on modification of finance lease receivable - 10.77 -
Expected credit loss on security deposits and trade 0.80 4.25 -
receivables
Gain on sale of investments (77.22) - -
Gain on sale of property, plant and equipments - (0.18) -
Liabilities no longer required written back (4.05) (0.80) -
Fair value gain on financial instruments at FVTPL (4.79) (12.92) (2.62)
Interest income (other than interest on finance lease) (139.84) (142.01) (81.28)
Operating profits before working capital changes 2,493.10 2,089.22 1,964.54
Movement in working capital:
Decrease/(increase) in trade receivables (3.97) (12.97) 0.72
Decrease/(increase) in inventories 8.02 (4.88) (6.20)
Decrease/(increase) in finance lease receivables 3.10 (9.96) 5.07
Decrease/(increase) in other financial assets (27.41) 58.27 (56.90)
Decrease/(increase) in other assets 4.66 (8.65) (12.52)
Increase/(decrease) in trade payables (320.64) 271.25 94.35
Increase/(decrease) in other liabilities 37.45 295.71 388.54
Increase/(decrease) in provisions 1.79 1.33 2.49
Increase/(decrease) in other financial liabilities 31.93 17.99 80.41
Operating profits after working capital changes 2,228.03 2,697.31 2,460.50
Income taxes paid (net of refunds) (40.95) (52.80) (8.23)
Net cash flow from operating activities (A) 2,187.08 2,644.51 2,452.27
Cash flows from investing activities
Purchase of property, plant and equipment and investment (69.88) (94.28) (104.63)
property
Purchase of intangible assets (0.27) (6.97) (0.27)
Proceeds from sale of property, plant and equipment, 362.92 118.27 -
investment property
Consideration paid on business combination - (619.08) -
Proceeds from redemption of fixed deposits 11,933.63 8,415.16 5,548.84
Investment in fixed deposits (11,769.98) (8,888.84) (5,250.09)
Proceeds from redemption of mutual funds 4,398.35 501.53 304.75
Investment in mutual funds (4,750.95) (761.50) (320.00)
Investment in optionally convertible debentures (1,200.00) - -
Loans given (81.00) - -
Receipt of loans given 4.00 - -
Interest received 133.11 140.91 83.05
Net cash flow from / (used in) in investing activities (B) (1,040.07) (1,194.80) 261.65
Cash flows from financing activities
Proceeds from call on partly paid shares - - 1.56
Deemed distribution to shareholder - (130.86) -
Proceeds from borrowings 11,750.43 139.14 -
Repayment of borrowings (9,531.58) (561.47) (1,363.08)
Payment of lease liabilities (4.25) (2.01) (2.33)
Payment pursuant to forfeiture of partly paid equity shares (57.20) - -
Interest paid (1,011.13) (958.37) (1,026.28)
Net cash flow from / (used in) financing activities (C) 1,146.27 (1,513.57) (2,390.13)
91Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Net increase / (decrease) in cash and cash equivalents (A 2,293.28 (63.86) 323.79
+ B + C)
Cash and cash equivalents at the beginning of the year 774.02 837.88 514.09
Cash and cash equivalents at the end of the year 3,067.30 774.02 837.88
92SUMMARY OF PRO FORMA FINANCIAL INFORMATION
The following tables set forth the summary pro forma financial information derived from the Unaudited Proforma
Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The
summary pro forma financial information presented below should be read in conjunction with “Unaudited
Proforma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 454 and 501, respectively. For further details, see “Proposed Acquisitions”,
“History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/
undertakings, mergers, amalgamations or any revaluation of assets, in the last ten years” and “Risk Factors –
The Unaudited Pro Forma Financial Information included in this Draft Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition and results of operations”
on pages 270, 338 and 50, respectively.
(The remainder of this page has intentionally been left blank)
93Summary of pro forma assets and liabilities
Particulars As at As at As at
31-Mar-25 31-Mar-24 31-Mar-23
ASSETS
Non-Current Assets
Property, plant and equipments 92.95 141.77 146.39
Investment properties 20,361.60 16,176.28 13,790.59
Investment properties under development 88.71 102.05 5.95
Goodwill 484.32 686.81 898.66
Other intangible assets 4,422.16 4,598.31 4,444.16
Financial assets
Investments 43.67 43.67 43.64
Loans 224.11 - -
Finance lease receivables 5,096.03 6,214.08 6,197.77
Other financial assets 271.39 278.42 201.89
Non-current tax assets (Net) 108.81 53.18 31.14
Deferred tax assets (Net) 270.88 293.98 348.84
Other non-current assets 1,803.44 1,565.90 1,376.86
Total Non-current assets 33,268.07 30,154.45 27,485.89
Current Assets
Inventories 9.96 17.98 13.07
Financial assets
Investments 722.75 160.88 -
Trade receivables 191.81 197.67 119.48
Cash and cash equivalents 12,980.48 1,998.19 2,653.09
Other bank balances 234.44 867.63 440.07
Loans 17.00 - -
Finance lease receivables 3.10 3.11 2.76
Other financial assets 1,103.49 578.01 652.58
Other current assets 185.48 93.14 53.51
Total current assets 15,448.51 3,916.61 3,934.57
Asset Held for Sale 987.27 - -
Total assets 49,703.85 34,071.06 31,420.46
EQUITY AND LIABILITIES
Equity
Equity share capital 11,088.94 11,088.95 11,088.95
Other equity 2,322.61 1,401.50 830.28
Attributable to equity holders of company 13,411.55 12,490.45 11,919.23
Non Controlling Interest 0.40 0.40 0.40
Total equity 13,411.95 12,490.85 11,919.63
LIABILITIES
Non-Current Liabilities
Financial Liabilities
Borrowings 28,672.90 13,684.84 13,893.68
Lease liabilities 207.78 451.95 445.87
Other financial liabilities 645.57 2,305.22 521.59
Provisions 15.14 9.55 4.64
Deferred tax liabilities (Net) 1,824.94 1,429.89 800.93
Other non-current liabilities 295.71 410.34 380.81
Total non- current liabilities 31,662.04 18,291.79 16,047.52
Current Liabilities
Financial liabilities
Borrowings 541.80 1,266.63 1,375.27
Lease liabilities 5.53 5.54 8.84
Trade payables
Total outstanding dues of micro and small 6.51 3.55 8.39
enterprises
Total outstanding dues of creditors other 297.54 616.89 342.30
than micro and small enterprises
94Particulars As at As at As at
31-Mar-25 31-Mar-24 31-Mar-23
Other financial liabilities 2,564.23 322.19 657.09
Other current liabilities 1,062.76 1,043.96 1,045.25
Provisions 4.24 3.30 2.56
Current tax liabilities (Net) 29.39 26.36 13.61
Total current liabilities 4,512.00 3,288.42 3,453.31
Liabilities directly associated with assets held for 117.86 - -
sale
Total equity and liabilities 49,703.85 34,071.06 31,420.46
Summary of pro forma statement of profit and loss
Fiscal
2025 2024 2023
Income
Revenue from operations 5,591.55 5,212.23 4,345.83
Other income 322.63 231.47 155.41
Total income 5,914.18 5,443.70 4,501.24
Expenses
Employee benefits expense 394.48 390.99 279.43
Finance costs 1,848.96 1,871.47 1,819.85
Depreciation and amortisation expenses 858.31 775.80 681.28
Other expenses 1,336.40 1,375.02 1,027.20
Total expenses 4,438.15 4,413.28 3,807.76
Profit before exceptional items and tax 1,476.03 1,030.42 693.48
Exceptional items 106.73 100.66 168.32
Profit before tax 1,369.30 929.76 525.16
Tax expenses
Current tax 47.77 62.23 12.99
Current tax pertaining to earlier years - 3.18 0.93
Deferred tax 375.84 676.68 137.39
Deferred tax pertaining to earlier years 42.27 (8.37) 1.00
Total tax expense 465.88 733.72 152.31
Profit for the year (A) 903.42 196.04 372.85
Other comprehensive income
Items that will not be reclassified
subsequently to profit and loss
Bargain purchase gain on business - 521.83 -
combination
Remeasurements gain / (loss) on defined 0.10 (0.06) 0.88
benefit plans
Tax on Remeasurements gain / (loss) on (0.02) 0.02 (0.22)
defined benefit plans
Total other comprehensive income / (loss) 0.08 521.79 0.66
for the period (net of tax) (B)
Total comprehensive income for the year 903.50 717.83 373.51
(A + B)
95GENERAL INFORMATION
Registered and Corporate Office
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Naman Midtown, Unit No 902-906, 9th Floor
Tower B, Senapati Bapat Marg,
Lower Parel, Mumbai 400 013,
Maharashtra, India
For details in relation to changes in the registered office address of our Company, see “History and Certain
Corporate Matters – Changes in the registered office of our Company” on page 336.
CIN: U74994MH2005PLC339336
Company Registration Number: 339336
Address of the Registrar of Companies
Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai which is located at the
following address:
Registrar of Companies, Maharashtra at Mumbai
100, Everest, Marine Drive
Mumbai 400 002
Maharashtra, India
Board of Directors
The following table sets out details regarding our Board as on the date of this Draft Red Herring Prospectus:
Name and Designation DIN Address
Anami Narayan Roy 01361110 62, Sagar Tarang, Khan Abdul Gaffar Khan Road, Worli
Designation: Chairman and Independent Sea Face, Mumbai – 400 030, Maharashtra, India
Director
Vinod Raja Rao 11291901 Flat No 2203, Lodha Grandeur, Sayani Road, Opp Parel
Designation: Whole-time Director and ST Depot, Prabhadevi, Mumbai – 400 025, Maharashtra,
Chief Financial Officer India
Siddhartha Gupta 05146690 A-2502, Lodha Bellissimo, N.M. Joshi Marg,
Designation: Non-executive Director Mahalaxmi, Mumbai – 400 011, Maharashtra, India
Joseph Raymond Gagnon 08442273 57, Grange Rd, #09-01 Gramercy Park, Singapore,
Designation: Non-executive Director 249569
Mukesh Tiwari 06599112 B/1604-5, Julian Alps, Bhakti Park, Anik Wadala Link
Designation: Non-executive Director Road, Near Imax, Wadala East, Mumbai - 400 037,
Maharashtra, India
Rashmi Satish Joshi 06641898 B-1103, Eldora CHS, Hillside Avenue, Hari Om Nagar,
Designation: Independent Director Hiranandani Gardens, Powai, Mumbai - 400 076,
Maharashtra, India
For brief profiles and further details in respect of our Directors, see “Our Management” on page 357.
Company Secretary and Compliance Officer
Nishthi Haresh Dharmani is our Company Secretary and Compliance Officer. Her contact details are as follows
Nishthi Haresh Dharmani
Naman Midtown, Unit No 902-906,
9th Floor, Tower B, Senapati Bapat Marg,
Lower Parel, Mumbai 400 013,
Maharashtra, India
Tel: +91 22 6820 1600
E-mail: companysecretary@elevatecampuses.com
96Statutory Auditors to our Company
S R B C & CO LLP, Chartered Accountants
The Ruby, 12th Floor
29 Senapati Bapat Marg, Dadar (W)
Mumbai 400 028
Maharashtra, India
Tel: +91 22 6819 8000
E-mail: srbc.co@srb.in
Peer review number: 014892
Firm registration number: 324982E/E300003
Changes in statutory auditors
There has been no change in the statutory auditors of our Company during the three years immediately preceding
the date of this Draft Red Herring Prospectus.
Book Running Lead Managers
JM Financial Limited IIFL Capital Services Limited (formerly known as
7th Floor, Cnergy IIFL Securities Limited)
Appasaheb Marathe Marg 24th Floor, One Lodha Place
Prabhadevi, Mumbai 400 025 Senapati Bapat Marg, Lower Parel (West)
Maharashtra, India Mumbai 400 013
Tel: + 91 22 6630 3030 Maharashtra, India
E-mail: elevate.ipo@jmfl.com Tel: + 91 22 4646 4728
Website: www.jmfl.com E-mail: elevatecampuses.ipo@iiflcap.com
Investor grievance e-mail: grievance.ibd@jmfl.com Website: www.iiflcapital.com
Contact person: Prachee Dhuri Investor grievance e-mail: ig.ib@iiflcap.com
SEBI registration no.: INM000010361 Contact person: Gaurav Mittal / Pawan Kumar Jain
SEBI registration no.: INM000010940
Morgan Stanley India Company Private Limited
Altimus, Level 39 & 40
Pandurang Budhkar Marg, Worli
Mumbai 400018
Tel: + 91 22 6118 1000
E-mail: elevate_ipo@morganstanley.com
Website: www.morganstanley.com
Investor grievance e-mail: investors_india@morganstanley.com
Contact person: Dhruv Lowe
SEBI registration no.: INM000011203
Statement of inter-se allocation of responsibilities amongst the Book Running Lead Managers
The responsibilities and coordination by the BRLMs for various activities in this Issue are as follows:
S. Activities Responsibility Coordination
No.
1. Due diligence of the Company including its BRLMs JM Financial
operations/management/business plans/legal etc. Drafting and design of
the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI including
finalisation of Prospectus and RoC filing. Capital structuring with the
relative components and formalities such as type of instruments, size of
issue, allocation between primary and secondary, etc.
2. Drafting and approval of all statutory advertisements including BRLMs JM Financial
coordination for audio visual
3. Drafting and approval of all publicity material other than statutory BRLMs IIFL
advertisement as mentioned above including corporate advertising,
brochure, etc. and filing of media compliance report
97S. Activities Responsibility Coordination
No.
4. Appointment of intermediaries - Registrar to the Issue, advertising BRLMs JM Financial
agency, printer including coordination of all agreements to be entered into
with such intermediaries
5. Appointment of intermediaries - Banker(s) to the Issue, Sponsor Banks, BRLMs IIFL
Monitoring Agency and any other intermediaries, including coordination
of all agreements to be entered into with such intermediaries
6. Preparation of road show presentation BRLMs Morgan Stanley
7. Preparation of frequently asked questions BRLMs Morgan Stanley
8. International institutional marketing of the Issue, which will cover, inter BRLMs Morgan Stanley
alia:
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
• Finalizing international road show and investor meeting schedule
9. Domestic institutional marketing of the Offer, which will cover, inter BRLMs JM Financial
alia:
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings;
and
• Finalizing road show and investor meeting schedule
10. Non-Institutional and retail marketing of the Issue, which will cover, BRLMs IIFL
inter alia:
• Finalizing media, marketing and public relations strategy; and
• Finalizing centres for holding conferences for brokers, etc.
• Formulating marketing strategies, preparation of publicity budget;
• Finalizing collection centres;
• Follow-up on distribution of publicity and issue material including
form, RHP, Prospectus and deciding on the quantum of the issue
material
11. Coordination with Stock Exchanges for book building software, bidding BRLMs IIFL
terminals, mock trading
12. Preparation of CAN for Anchor Investors, Managing Anchor book BRLMs IIFL
related activities and submission of letters to regulators post completion
of anchor allocation
13. Managing the book and finalization of pricing in consultation with the BRLMs Morgan Stanley
Company
14. Post bidding activities including management of escrow accounts, BRLMs IIFL
coordinate non- institutional allocation, coordination with Registrar,
SCSBs, Sponsor Banks and other Bankers to the Issue, intimation of
allocation and dispatch of refund to Bidders, etc. Other post-Issue
activities, which shall involve essential follow-up with Bankers to the
Offer and SCSBs to get quick estimates of collection and advising
Company 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,
Sponsor Bank, SCSBs including responsibility for underwriting
arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-
Offer reports including the final post-Issue report to SEBI
Legal counsel to our Company as to Indian Law
Shardul Amarchand Mangaldas & Co
24th Floor, Express Towers
Nariman Point,
Mumbai 400 021
Maharashtra, India
Tel: + 91 22 4933 5555
98E-mail: cm.partners@amsshardul.com
Registrar to the Issue
KFin Technologies Limited
Selenium, Tower-B, Plot No. 31 & 32, Financial District
Nanakramguda, Serilingampally, Rangareddi
Hyderabad 500 032
Telangana, India
Tel: + 91 40 6716 2222/ 1800 309 4001
E-mail: Elevatecampuses.ipo@kfintech.com
Website: www.kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration no.: INR000000221
Syndicate Member(s)
[●]
Bankers to the Issue
Escrow Collection Bank(s)
[●]
Public Issue Account Bank(s)
[●]
Refund Bank(s)
[●]
Sponsor Bank(s)
[●]
Banker to our Company
Bank of Maharashtra
Branch Manager, Bank of Maharashtra
Office No 23-24, second floor
Maker chamber 3, Nariman Point
Mumbai – 400 021
Maharashtra, India
Tel: 022 - 22844882
Contact person: Branch Head, CFB Mumbai South
E-mail: bom972@mahabank.co.in
Designated Intermediaries
Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
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 UPI Bidders using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a
Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
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.
99Self Certified Syndicate Banks (“SCSB”) and mobile applications enabled for UPI Mechanism
In accordance with SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appear on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 respectively, and updated
from time to time.
Syndicate Self Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investors and RIIs) 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 (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 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 eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/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
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/Rtadp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.
Grading of the Issue
No credit agency registered with SEBI has been appointed for grading of the Issue.
Monitoring Agency
Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus with the RoC in
accordance with Regulation 41 of the SEBI ICDR Regulations, for monitoring the utilisation of the Gross
Proceeds. For details in relation to the proposed utilisation of the proceeds from the Issue, please see “Objects of
the Issue” on page 123.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red
Herring Prospectus:
Our Company has received written consent dated September 28, 2025 from S R B C & CO LLP, Chartered
Accountants to include their name as required under Section 26(1) of the Companies Act 2013 read with SEBI
ICDR Regulations, in this Draft 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 (i)
examination report dated September 28, 2025 on our Restated Consolidated Summary Statement; and (ii) report
dated September 28, 2025 on the statement of possible special tax benefits, included in this Draft Red Herring
100Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
Our Company has received written consent dated September 28, 2025 from N B T and Co, Chartered Accountants,
bearing firm registration number 140489W, to include their name as required under Section 26 of the Companies
Act 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined
under Section 2(38) of the Companies Act 2013 in respect of various certifications issued by them in their capacity
as independent chartered accountant to our Company and details derived therefrom as included in this Draft Red
Herring Prospectus.
Our Company has received written consent dated September 22, 2025 from architect, R. Laxman, bearing
membership number CA/2004/33750 to include its name as required under Section 26 of the Companies Act 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined under Section
2(38) of the Companies Act 2013 to the extent and in its capacity as an independent architect, in respect of
information certified by it, as included in this Draft Red Herring Prospectus.
Our Company has received written consent dated September 24, 2025 from architect, PNC Architect, bearing
Registration No. 72383/2023 to include its name as required under Section 26 of the Companies Act 2013 read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined under Section
2(38) of the Companies Act 2013 to the extent and in its capacity as an independent architect, in respect of
information certified by it, as included in this Draft Red Herring Prospectus.
Our Company has received written consent dated September 23, 2025 from architect, Quantum ProjectInfra Ltd.
bearing membership number CA/2019/116678 to include their name as required under Section 26 of the
Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”,
as defined under Section 2(38) of the Companies Act 2013 in respect of various certifications issued by them in
their capacity as an independent architect and details derived therefrom as included in this Draft Red Herring
Prospectus.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency
Credit Rating
As the Issue is of Equity Shares, credit rating is not required.
Debenture Trustees
As the Issue is of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI intermediary portal at
www.siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, as specified in Regulation 25(8)
of SEBI ICDR Regulations. A copy of this Draft Red Herring Prospectus has also been filed with SEBI at:
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 (East)
Mumbai 400 051
Maharashtra, India
Filing of the Red Herring Prospectus and the Prospectus
101A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act 2013 will be filed with the RoC at its office and a copy of the Prospectus to be
filed under Section 26 of the Companies Act 2013 with the RoC at its office and through the electronic portal at
www.mca.gov.in/mcafoportal/loginvalidateuser.do. For details of the address, see “General Information- Address
of the Registrar of Companies” on page 96.
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
the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The
Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and
advertised in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a
widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi daily
newspaper, Marathi being the regional language of Mumbai, Maharashtra 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 purposes of uploading on their respective websites. Pursuant to the Book Building
Process, the Issue Price shall be determined by our Company, in consultation with the BRLMs after the Bid/ Issue
Closing Date. For details see “Issue Procedure” on page 559.
All Bidders (other than Anchor Investors) can participate in this Issue only through the ASBA process by
providing details of their respective ASBA Account in which the corresponding Bid Amount will be blocked
by SCSBs. In addition to this, the UPI Bidders may participate through the ASBA process by either (a)
providing the details of their respective ASBA Account in which the corresponding Bid Amount was
blocked by the SCSBs; or (b) through the UPI Mechanism. Anchor Investors are not permitted to
participate in the Issue through the ASBA process.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares bearing face
value of ₹1 or the Bid Amount) at any stage. Retail Individual Investors can revise their Bid(s) during the
Bid/ Issue Period and withdraw their Bid(s) until the Bid/ Issue Closing Date. Anchor Investors are not
allowed to revise or withdraw their Bids after the Anchor Investor Bidding Date. Allocation to all
categories, other than Anchor Investors, Non-Institutional Investors and Retail Individual Investors, shall
be made on a proportionate basis, subject to valid Bids received at or above the Issue Price. Allocation to
the Anchor Investors will be on a discretionary basis. For further details on method and process of Bidding,
see “Issue Structure” and “Issue Procedure” on pages 559 and 555, respectively.
The Book Building Process and bidding process are subject to change, from time to time. Bidders are
advised to make their own judgment about an investment through this process prior to submitting a Bid in
the Issue.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and
the terms of the Issue.
Bidders should note that the Issue is also subject to (i) obtaining final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment; and (ii) filing of the Prospectus with the RoC.
For further details on the method and procedure for Bidding, an illustration of the Book Building Process and the
price discovery process see “Issue Procedure” and “Terms of the Issue” on pages 555 and 549, respectively.
Investor Grievances
Investors can contact the 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 orders or
non-receipt of funds by electronic mode, etc.
All Issue-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue
with a copy to the relevant Designated Intermediary(ies) 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 bearing face value of ₹1 applied for, ASBA
Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders
102who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the
name and address of the relevant Designated Intermediary(ies) 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. The
Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders.
All Issue -related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
bearing face value of ₹1 applied for, Bid Amount paid on submission of the Anchor Investor Application Form
and the name and address of the BRLMs where the Anchor Investor Application Form was submitted by the
Anchor Investor.
The Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned above.
Underwriting Agreement
After the determination of the Issue Price and allocation of Equity Shares but prior to the filing of the Prospectus
with the RoC, our Company will enter into an underwriting agreement with the Underwriters for the Equity Shares
proposed to be offered through the Issue. The extent of underwriting obligations and the Bids to be underwritten
by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement,
the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified
therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares bearing face value of ₹1 each:
The Underwriting Agreement has not been executed as on the date of this Draft 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 Indicative number of Amount underwritten (₹
of the Underwriters Equity Shares bearing in million)
face value of ₹1 each to
be underwritten
[●] [●] [●]
Total [●] [●]
The abovementioned amounts are provided for indicative purposes only and will be finalised after the pricing and
actual allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations.
In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or
registered as brokers with the Stock Exchange(s). Our Board of Directors/ IPO Committee, at its meeting held on
[●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. 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 subscription for or subscribe
to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.
103CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Draft Red Herring Prospectus, is set forth below:
(in ₹, except share data)
Particulars Aggregate value at face Aggregate
value value at
Issue Price*
A. AUTHORIZED SHARE CAPITAL(1)
100,000,000 Equity Shares bearing face value ₹1 each 100,000,000 -
100,000,000 CCPS bearing face value ₹1 each 100,000,000 -
Total 200,000,000 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE, PRIOR TO THE
CONVERSION OF THE CONVERTIBLE SECURITIES
22,104,372 Equity Shares bearing face value ₹1 each 22,104,372(5) [●]
66,313,116 CCPS bearing face value ₹1 each 66,313,116 [●]
Total 88,417,488
C. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE, AFTER THE CONVERSION
OF THE CONVERTIBLE SECURITIES
140,917,488 Equity Shares bearing face value ₹1 each(2) 140,917,488 [●]
D. PRESENT ISSUE
Fresh Issue of up to [●] Equity Shares bearing face value of ₹1 each [●] [●]
aggregating up to ₹25,500.00 million(3)(4)
E. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE
[●] Equity Shares bearing face value ₹1 each - [●]
F. SECURITIES PREMIUM ACCOUNT
Before the Issue (in ₹ million) 6,625,321,222.26
After the Issue (in ₹ million) [●]
* To be included upon finalisation of the Issue Price and subject to finalization of the Basis of Allotment.
(1) For details in relation to changes in the authorized share capital of our Company in the last 10 years preceding the date of this Draft
Red Herring Prospectus, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association in the last 10
years” on page 338.
(2) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod
Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of Genius Bidco) holds
3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharat Singhee
(as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds
3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; and (viii)
Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each (collectively “Convertible Securities”). Prior to the filing of the Red
Herring Prospectus with the RoC, the Convertible Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face
value ₹1 each, in accordance with Regulation 5(2) of the SEBI ICDR Regulations. For details in relation to the conversion of the
Convertible Securities, including the conversion ratios and estimated price, see “–History of Preference Share capital of our Company”
and “-Convertible Debentures issued by our Company” on pages 110 and 111.
Number of Convertible Securities Maximum number of resultant Equity Shares upon
conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
(3) The Issue has been authorized by our Board pursuant to a resolution passed at the meeting held on September 26, 2025, and by our
Shareholders, through a special resolution, at their meeting held on September 26, 2025.
(4) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹5,100.00 million, as may be
permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the completion of
the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the
Prospectus.
(5) Our Board pursuant to its resolution dated October 23, 2020 and December 2, 2020 issued and allotted 167,449 Equity Shares of face
value of ₹1 each and 242,116 Equity Shares of face value of ₹1 each, respectively, on a partly paid basis. Subsequently, pursuant to a
Board resolution dated April 1, 2024, these 409,565 Equity Shares of face value of ₹1 each were forfeited on account of non-payment
of balance money. The persons to whom these partly paid equity shares were allotted do not have the right to receive such Equity Shares.
104Notes to the Capital Structure
1. Share capital history of our Company
(a) History of equity share capital of our Company
The following table sets forth the history of the equity share capital of our Company:
Date of No. of Face value Issue price Nature of Reason for / Cumulative Cumulative paid- Details of allottees
allotment equity per equity per equity consideration nature of number of up equity share
shares share (₹) share (₹) allotment equity shares capital (₹)
allotted
April 8, 2005(1) 10,000 10 10 Cash Allotment 10,000 100,000 Name No. of equity
pursuant to initial shares allotted
subscription to the Umashankar 5,000
Memorandum of Vishvanath
Association Smita 5,000
Umashankar
Pursuant to a resolution passed by our Board on June 2, 2005 and a resolution passed by the Shareholders on June 27, 2005, each equity share of face value of ₹10 each has been split into ten
Equity Shares of face value of ₹1 each. Accordingly, the issued, subscribed and paid-up capital of our Company was sub-divided from 10,000 equity shares of face value of ₹10 each to 100,000
Equity Shares of face value of ₹1 each.(2)
July 25, 2005 709,680 1 91.50 Cash Private placement 809,680 809,680 Name No. of equity
shares allotted
M. J. Aravind 370,700
Amit Dilip 218,700
Shah
Hifin Products 76,540
Private
Limited
Subba Rao 43,740
Telidevera
July 25, 2005 41,271 1 1 Cash Further issue 850,951 850,951 Name No. of equity
shares allotted
Umashankar 13,757
Vishvanath
Shalabh Jain 13,757
Nakul 13,757
Subramanyam
December 15, 360,266 1 91.50 Cash Private placement 1,211,217 1,211,217 Name No. of equity
2005 shares allotted
M. J. Aravind 267,825
105Date of No. of Face value Issue price Nature of Reason for / Cumulative Cumulative paid- Details of allottees
allotment equity per equity per equity consideration nature of number of up equity share
shares share (₹) share (₹) allotment equity shares capital (₹)
allotted
Amit Dilip 48,786
Shah
Hifin Products 32,750
Private
Limited
Subba Rao 10,905
Telidevera
December 15, 18,360 1 1 Cash Further issue 1,229,577 1,229,577 Name No. of equity
2005 shares allotted
Umashankar 6,120
Vishvanath
Shalabh Jain 6,120
Nakul 6,120
Subramanyam
January 4, 2006 143,935 1 91.50 Cash Private placement 1,373,512 1,373,512 Name No. of equity
shares allotted
M. J. Aravind 110,656
Amit Dilip 20,000
Shah
Hifin Products 13,279
Private
Limited
January 4, 2006 7,515 1 1 Cash Further issue 1,381,027 1,381,027 Name No. of equity
shares allotted
Umashankar 2,505
Vishvanath
Shalabh Jain 2,505
Nakul 2,505
Subramanyam
January 25, 2006 3,607 1 91.50 Cash Further issue 1,384,634 1,384,634 Name No. of equity
shares allotted
Subha Rao 3,607
Telidevara
March 20, 2007 445,088 1 91.50 Cash Private placement 1,829,722 1,829,722 Name No. of equity
shares allotted
M J Aravind 262,295
Amit Dilip 117,219
Shah
106Date of No. of Face value Issue price Nature of Reason for / Cumulative Cumulative paid- Details of allottees
allotment equity per equity per equity consideration nature of number of up equity share
shares share (₹) share (₹) allotment equity shares capital (₹)
allotted
Bhukhanvala 43,716
Holdings
Private
Limited
Subba Rao 21,858
Telidevara
November 20, 121,169 1 91.50 Cash Private placement 1,950,891 1,950,891 Name No. of equity
2008 shares allotted
Amit Dilip 121,169
Shah
April 22, 2009 1,041,841 1 91.50 Cash Further issue 2,992,732 2,992,732 Name No. of equity
shares allotted
Aravind 655,737
Morappakkam
Josiam
Amit Dilip 167,526
Shah
Subba Rao 109,289
Telidevara
Bhukhanvala 109,289
Holdings
Private
Limited
September 30, 220,394 1 1 Cash Further issue 3,213,126 3,213,126 Name No. of equity
2011 shares allotted
Umashankar 43,392
Vishvanath
K S 76,279
Ravishankar
Mathew 76,279
Chacko
Dilip Mishra 8,000
Sathish 16,444
Shenoy
September 28, 8,991,984 1 202.30 Cash Private placement 12,205,110 12,205,110 Name No. of equity
2017 shares allotted
Broad Street 8,092,786
Investments
107Date of No. of Face value Issue price Nature of Reason for / Cumulative Cumulative paid- Details of allottees
allotment equity per equity per equity consideration nature of number of up equity share
shares share (₹) share (₹) allotment equity shares capital (₹)
allotted
Holding
(Singapore)
Pte. Ltd.
Stonebridge 899,198
2017
(Singapore)
Pte. Ltd.
March 20, 2020 6,888,400 1 503.31 Cash Rights issue 19,093,510 19,093,510 Name No. of equity
shares allotted
Broad Street 4,649,065
Investments
Holding
(Singapore)
Pte. Ltd.
Stonebridge 516,563
2017
(Singapore)
Pte. Ltd.
Housing 1,722,772
Development
Finance
Corporation
Limited
October 23, 2020 167,449 1 202.30(3)(5) Cash Private placement 19,260,959 19,098,533.47(3)@ Name No. of equity
shares allotted
Nimesh 124,036
Suresh Grover
Stanislos 31,009
Simon
D’britto
Viraj Prasad 12,404
December 2, 242,116 1 503.31(4) Cash Private placement 19,503,075 19,105,796.95(4)@@ Name No. of equity
2020 shares allotted
Nimesh 188,013
Suresh Grover
Stanislos 37,252
Simon
D’britto
108Date of No. of Face value Issue price Nature of Reason for / Cumulative Cumulative paid- Details of allottees
allotment equity per equity per equity consideration nature of number of up equity share
shares share (₹) share (₹) allotment equity shares capital (₹)
allotted
Viraj Prasad 16,851
April 22, 2021 3,010,862 1 431.77 Cash Private placement 22,513,937 22,116,658.95 Name No. of equity
shares allotted
Baskin Lake 2,050,335
Investment
Ltd.
Broad Street 960,527
Investments
Holding
(Singapore)
Pte. Ltd.
April 1, 2024 (409,565) 1 N.A. N.A. Forfeiture of 22,104,372 22,104,372 Name No. of equity
shares(3)(4) shares allotted
Forfeiture of (312,049)
equity shares
allotted to
Nimesh
Suresh Grover
Forfeiture of (68,261)
equity shares
allotted to
Stanislos
Simon
D’britto
Viraj Prasad (29,255)
were
forfeited.
(1) Our Company was incorporated on April 8, 2005. The date of subscription to the Memorandum of Association is April 2, 2005 and the allotment of Equity Shares pursuant to such subscription was taken on record
by our Board on April 20, 2005.
(2) Our Company has been unable to trace certain corporate record, i.e. Form 5 for sub-division of the equity shares of face value of ₹10 each to ten Equity Shares of face value of ₹1 each. Our Company has
commissioned an extensive search of its records with the RoC, both physically and on the MCA portal, and in this regard has obtained and relied on a search report dated September 27, 2025, issued by an
independent practicing company secretary, Mehta & Mehta, Company Secretaries. Further, we have also sent an intimation through our letter dated September 27, 2025 , to the RoC Bengaluru informing them of
the missing RoC filings, including Form 5 with respect to subdivision of equity shares. In relation to the missing corporate record, we have included the details based on the minutes of meeting of our Board and
Shareholders, where relevant and information available to our Company. For further details, see “Risk Factors – We are unable to trace some of our historical records including forms filed with the RoC, and
certain of our forms are undated and / or unstamped and / or have factual discrepancy. Further, we have delayed in making certain regulatory filings to be made with RBI under applicable law. There is no
assurance that regulatory proceedings or actions will not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page
57.
(3) The allottees paid ₹2.02 (comprising ₹0.01 towards face value and ₹2.01 towards premium) per Equity Share towards allotment of 167,449 partly paid-up Equity Shares of face value ₹1 each issued through private
placement on October 23, 2020. Subsequently, the Board pursuant to its resolution dated April 1, 2024 approved the forfeiture of 167,449 partly paid-up Equity Shares of face value ₹1 each.
109(4) The allottees paid ₹5.03(comprising ₹0.01 towards face value and ₹5.02 towards premium) per Equity Share towards allotment of 242,116 partly paid-up Equity Shares of face value ₹1 each issued through private
placement on December 2, 2020. Subsequently, the Board pursuant to its resolution dated April 1, 2024 approved the forfeiture of 242,116 partly paid-up Equity Shares of face value ₹1.
(5) The Board of Directors of our Company approved the allocation of options under the Employee Stock Option Program, 2019 pursuant to the Board resolution dated October 11, 2019 at an exercise price per option
which shall be equal to the price of the immediate previous round of investment/financing which took place in the Company.
@ This includes the amount received towards allotment on October 23, 2020 as mentioned in Note (3) above, and the two calls made on such equity shares on February 11, 2022 and January 31, 2023 respectively,
each of ₹ 2.02 (comprising ₹ 0.01 towards face value and ₹ 2.01 towards premium) per Equity Share..
@@ This includes the amount received towards allotment on December 2, 2020 as mentioned in Note (4) above, and the two calls made on such equity shares on February 11, 2022 and January 31, 2023 respectively,
each of ₹ 5.03 (comprising ₹ 0.01 towards face value and ₹ 5.02 towards premium) per Equity Share..
(b) History of preference share capital of our Company
The following table sets forth the history of the Preference Share capital of our Company:
Date of Nature of No. of CCPS Face Issue Form of Maximum Maximum number of Estimated Details of allottees
allotment allotment allotted value price consideration Conversion Equity Shares to be conversion
per per Ratio (Equity allotted post price per
CCPS CCPS Shares: conversion Equity Share
(₹) (₹) CCPS)(1) (based on
conversion)
(₹)
September Bonus issue in the 66,313,116 1 N.A. N.A 1:1 66,313,116 1 Genius Bidco 66,313,098
19, 2025 ratio of three Vinod Raja 3
CCPS for every Rao(2)
one Equity Shares Viraj Prasad(2) 3
held as of record Ajay Kumar(2) 3
date i.e.,
Sharat Singhee 3
September 19,
(2)
2025
Stanislos 3
Simon
D’britto(2)
Genius 3
Rajkot(2)
Notes:
(1) Prior to the filing of the Red Herring Prospectus with the RoC, the CCPS will be converted into a maximum of 66,313,116 Equity Shares bearing face value ₹1 each in accordance with Regulation 5(2) of the SEBI
ICDR Regulations.
(2) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1;
(iii) Viraj Prasad (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharat Singhee (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius Bidco) holds 3
CCPS bearing face value ₹1.
110(c) Convertible Debentures issued by our Company
Date of Nature of No. of CD allotted Face Issue Form of Maximum Maximum number of Estimated Name of
allotment allotment value price consideration Conversion Equity Shares to be conversion debenture
per per CD Ratio (Equity allotted post conversion price per holder
CD (₹) (₹) Shares : Equity Share
CD)(1) (based on
conversion)
(₹)
September 24, Private 52,500,000 200 200 Cash 1:1 52,500,000 [●](2) Genius Rajkot
2025 Placement
Notes:
(1) Prior to the filing of the Red Herring Prospectus with the RoC, the CD will be converted into a maximum of 52,500,000 Equity Shares bearing face value ₹1 each in accordance with Regulation 5(2) of the SEBI
ICDR Regulations.
(2) The CD shall be mandatorily and compulsorily converted into fully paid-up Equity Shares at the fair market value of the Equity Shares as on the date of conversion. However, such conversion price shall not be
lower than the Issue Price offered in the Issue.
111(d) Shares issued for consideration other than cash or out of revaluation reserves (excluding bonus issue)
Our Company has not issued any Equity Shares, CCPS or CD for consideration other than cash or out of
revaluation reserves at any time since incorporation.
2. Specified Securities issued at a price lower than the Issue Price in the last one year
The Issue Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Issue
Closing Date. Our Company has not issued any Specified Securities a price lower than the Issue Price in
the last one year (excluding bonus issue) preceding the date of filing of this Draft Red Herring Prospectus.
3. Issue of shares pursuant to any schemes of arrangement
Our Company has not allotted any equity shares or preference shares pursuant to any scheme of
arrangement approved under Sections 391-394 of the Companies Act 1956 or Sections 230-234 of the
Companies Act 2013.
4. History of build-up of Promoters’ shareholding and lock-in of Promoters’ shareholding
As on the date of this Draft Red Herring Prospectus, our Promoters hold, in aggregate, (a) 22,104,372
Equity Shares (including the Equity Shares held by the nominee shareholders on behalf of Genius Bidco)
bearing face value of ₹1 each; (b) 66,313,116 CCPS (including the CCPS held by the nominee
shareholders on behalf of Genius Bidco) bearing face value of ₹1 each; and (c) 52,500,000 CD bearing
face value of ₹200 each. Further, as on the date of this Draft Red Herring Prospectus, the aggregate
shareholding of our Promoters constitute 100.00% of the pre-Issue equity share capital of our Company
on a fully diluted basis (calculated on the basis of total Equity Shares and such maximum number of
Equity Shares which will result upon conversion of outstanding CCPS and CD).
Encumbrance on Equity Shares held by our Promoters
The Equity Shares held by our Promoter, Genius Bidco, i.e., 22,104,372 Equity Shares of face value ₹1
each were encumbered pursuant to a facility agreement dated November 20, 2023, and non-disposal
undertaking (“NDU”) has been provided in favor of Catalyst Trusteeship Limited (“NDU Agent”) in
accordance with the agreement dated December 21, 2023. In terms of the release letter dated September
22, 2025, the NDU shall cease to apply in respect of (i) the entire issued Equity Share capital of our
Company held by Genius Bidco from one business day of Genius Bidco notifying facility agent, prior to
the filing of the Draft Red Herring Prospectus, and (ii) any securities, including CCPS (other than Equity
Shares referred to in (i) above) held by Genius Bidco in our Company on and from the date falling
immediately prior to the date of filing of the Red Herring Prospectus. The release of the NDU and
depository hold is conditional upon there being no continuing event of default at the time of release. If
the DRHP is not filed within 15 business days of such release, the NDU and depository hold will be
promptly re-applied to the relevant shares and securities. If the DRHP is not filed by September 30, 2025,
the NDU will automatically re-apply on October 1, 2025 and the depository hold must be recreated by
filing the relevant form by October 9, 2025. Any interim release before DRHP/RHP filing will be re-
subjected to the NDU if the relevant filing does not occur within 15 business days of such release. In the
event the Issue does not occur by the agreed longstop date or is withdrawn, all shares and securities held
by Genius Bidco and Genius Rajkot (“Promoters”) in the Company will be promptly re-subjected to the
NDU and the Genius Rajkot Non-Disposal Undertaking, and the required filings and holds will be
recreated.
Pursuant to the release letters dated July 28, 2025 and September 22, 2025, NDU on entire Equity Shares
held by Genius Bidco (along with its nominee shareholders) has been released for the purpose of
minimum promoters’ contribution or lock-in as required by law. The NDU Agent has made requisite
filings with the depository regarding the release of the entire equity shareholding held by Genius Bidco
(along with its nominee shareholders). If the facility remains outstanding after the Issue, our Promoter
i.e. Genius Bidco may be required to re-create encumbrances on their post-listing shareholdings after the
lock-in period, subject to applicable law.
Our Promoter Group, Genius AssetCo. Holdings Pte. Ltd. Ltd. pledged has its entire shareholding in our
Promoters under the terms of a security assignment and charge agreement in connection with the above
borrowings.
112For further details, see “Risk Factors— The Equity Shares held by one of our Promoters, Genius Bidco
Holdings Pte. Ltd., have been encumbered in favour of external lenders, which may adversely affect our
business, results of operations, financial condition and cash flows.” on page 57
(i) Build-up of Promoters’ shareholding in our Company
Set forth below is the build-up of our Promoters’ shareholding since the incorporation of our Company:
A. Genius Bidco Holdings Pte. Ltd.
Date of Nature of No. of Nature of Face Issue/ % of the pre- % of the % of the
allotment/ transaction Equity consideration value per acquisition/ Issue equity pre-Issue post-Issue
transfer Shares / Equity transfer share capital equity equity
CCPS / CD Share / price per or preference share share
allotted/ CCPS / Equity share capital, capital on capital*
transferred CD Share / as the case a fully
(₹) CCPS / CD may be diluted
(₹) basis^
Equity share capital
November Transferred by 13,846,969 Cash 1 591.67 62.64 9.83 [●]
21, 2023 Broad Street
Investments
Holding
(Singapore)
Pte. Ltd.
November Transferred by 1,431,827 Cash 1 591.67 6.48 1.02 [●]
21, 2023 Stonebridge
2017
(Singapore)
Pte. Ltd.
November Transferred by 6,825,576 Cash 1 591.67 30.88 4.84 [●]
21, 2023 Baskin Lake
Investment
Ltd.
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Vinod Raja
Rao(1)
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Viraj Prasad(1)
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Ajay Kumar(1)
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Sharat
Singhee(1)
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Stanislos
Simon D’britto
(1)
September Transfer to (1) - 1 - Negligible Negligible [●]
19, 2025 Genius Rajkot
Investment
Holding Pte.
Ltd. (1)
Total (Equity Shares) 22,104,372(1) 100.00(1) 15.69 [●]
Preference share capital
September Bonus 6,63,13,116 Bonus issue 1 N.A. 100.00(2) 47.06 [●]
19, 2025 allotment in (2)
the ratio of
three CCPS for
every one
Equity Shares
held
Total (Preference Shares) 6,63,13,116(2) 100.00(2) 47.06 [●]
Total Equity Shares on a 88,417,488 62.74
fully diluted basis^
*To be updated prior to filing of the Prospectus with the RoC and subject to the Basis of Allotment.
^The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares and
such maximum number of Equity Shares which will result upon conversion of outstanding CCPS and CD.
(1) Equity Share being held on behalf of and as a nominee of our Promoter, Genius Bidco.
(2) As on the date of this Draft Red Herring Prospectus 66,313,116 CCPS bearing face value ₹1 each are outstanding, held by
(i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod Raja Rao (as a nominee of Genius Bidco)
113holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1;
(iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharat Singhee (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon D’britto (as a nominee of Genius Bidco) holds 3
CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1. Prior
to the filing of the Red Herring Prospectus with the RoC, the CCPS will be converted to a maximum of 66,313,116 Equity
Shares bearing face value ₹1 each, in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
B. Genius Rajkot Investment Holdings Pte. Ltd.
Date of Nature of No. of Nature of Face Issue/ % of the pre- % of the % of the
allotment/ transaction Equity consideration value per acquisition/ Issue equity pre-Issue post-
transfer Shares / Equity transfer share capital equity share Issue
CCPS / CD Share / price per or preference capital on a equity
allotted/ CCPS / Equity share capital, fully diluted share
transferred CD Share / as the case basis^ capital*
(₹) CCPS / CD may be
(₹)
Equity share capital
September Transfer from 1 - 1 - Negligible Negligible [●]
19, 2025 Genius Bidco
Holdings Pte.
Ltd. (1)
Convertible Debentures
September Convertible 52,500,000 Cash 200 200 - 37.26 [●]
24, 2025 Debentures
*To be updated prior to filing of the Prospectus with the RoC and subject to the Basis of Allotment.
^ The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares and
such maximum number of Equity Shares which will result upon conversion of outstanding CCPS and CD.
(1) Equity Share being held on behalf of and as a nominee of our Promoter, Genius Bidco
(2) As on the date of this Draft Red Herring Prospectus 52,500,000 CD bearing face value ₹200 each are outstanding. Prior to
the filing of the Red Herring Prospectus with the RoC, the CD will be converted to a maximum of 52,500,000 Equity Shares
bearing face value ₹1 each, in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
(ii) Shareholding of our Promoters, the member of our Promoter Group and directors of our Promoters
Except as disclosed below, our Promoters do not hold any Equity Shares, or Convertible Securities (i.e.
CCPS or CD) in our Company:
Name of Pre-Issue Post-Issue*
shareholder No. of % of pre- No. of % of pre-Issue No. of % of post-
Equity Issue Convertible Equity Share Equity Issue Equity
Shares Equity Securities capital on a Shares Share
Share (i.e. CCPS or fully diluted capital
capital CD) basis ^
Promoters
Genius Bidco 22,104,372(1) 100.00 66,313,116(3) 62.74 [●] [●]
Genius Rajkot -(2) Negligible 52,500,000(3) 37.26
Total 22,104,372 100.00 118,813,116 100.00 [●] [●]
*To be updated prior to filing of the Prospectus with the RoC and subject to the Basis of Allotment.
^ The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares and
such maximum number of Equity Shares which will result upon conversion of outstanding CCPS and CD.
(1) This includes six Equity Shares held on behalf of and as a nominee of our Promoter, Genius Bidco by (i) Vinod Raja Rao (ii)
Viraj Prasad, (iii) Ajay Kumar, (iv)Sharat Singhee, (v) Stanislos Simon D’britto; and (vi) Genius Rajkot
(2) Genius Rajkot holds 1 Equity Share as a nominee of Genius Bidco
(3) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each;
(ii) Vinod Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing
face value ₹1; (v) Sharat Singhee (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon
D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius
Bidco) holds 3 CCPS bearing face value ₹1; and (viii) Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each
(collectively “Convertible Securities”). Prior to the filing of the Red Herring Prospectus with the RoC, the Convertible
Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face value ₹1 each, in accordance with
Regulation 5(2) of the SEBI ICDR Regulations.
Number of Convertible Securities Maximum number of resultant Equity Shares upon
conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
As on the date of this Draft Red Herring Prospectus, neither the members of our Promoter Group nor
the directors of our Promoters hold any Equity Shares, CCPS or CD in our Company.
114(iii) Secondary Transactions involving the Promoters and Promoter Group
Except as disclosed in “– Notes to the Capital Structure – History of build-up of Promoters’ shareholding
and lock-in of Promoters’ shareholding – Build-up of Promoters’ shareholding in our Company” on
page 113, there has been no acquisition of Equity Shares through secondary transactions by our
Promoters and the members of the Promoter Group, as on the date of this Draft Red Herring Prospectus.
(iv) Lock-in requirements
(a) Details of Promoters’ Contribution and lock-in
i. Pursuant to Regulation 14 and Regulation 16(1)(a) of the SEBI ICDR Regulations, an aggregate
of 20% of the fully diluted post-Issue Equity Share capital of our Company held by our
Promoters shall be considered as minimum promoters’ contribution and locked-in for a period
of three years from the date of Allotment (“Promoters’ Contribution”). Our Promoters’
shareholding in excess of 20% of the fully diluted 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 considered for calculation of Promoters’ Contribution are set
forth below:
Name of Number Date of Nature of Face value Issue/ Percentage of Percentage
the of Equity allotment/ transactio per equity Acquisition pre-Issue of post-Issue
Promoter Shares transfer of n/ share (₹) price per paid-up paid-up
locked-in* equity allotment equity share equity share equity share
shares and (₹) capital capital
made fully
paid-up
[●] [●] [●] [●] [●] [●] [●] [●]
Total [●]
Note: To be updated prior to filing of the Prospectus with the RoC. The Equity Shares forming part of the Promoters’
Contribution shall be subject to lock-in up to [●], 2029.
* Subject to finalisation of Basis of Allotment.
Our Promoters have given consent to include such number of Equity Shares held by them (or
upon conversion to Equity Shares), in aggregate, as may constitute 20% of the fully diluted
post-Issue Equity Share capital of our Company as Promoters’ Contribution. Our Promoters
have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner,
the Promoters’ Contribution from the date of filing of this Draft Red Herring Prospectus, until
the expiry of the lock-in period specified above, or for such other time as required under SEBI
ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for
computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR
Regulations. For details of the build-up of the share capital held by our Promoters, see “– Notes
to the Capital Structure – 4. History of build-up of Promoters’ shareholding and lock-in of
Promoters’ shareholding – (a) Build-up of Promoters’ shareholding in our Company” on page
113.
iii. In this connection, we confirm the following:
a. The Equity Shares offered for Promoters’ Contribution do not include specified
securities acquired in the three immediately preceding years: (a) for consideration other
than cash and revaluation of assets or capitalisation of intangible assets; 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 Promoters’ Contribution;
b. Since the Equity Shares forming part of the Promoters’ Contribution shall also arise
upon conversion of the CD at a price not lower than the Issue Price, the Promoters’
Contribution does not include any Equity Shares acquired during the immediately
preceding year at a price lower than the price at which the Equity Shares are being
offered to the public in the Issue.
115c. Our Company has not been formed by the conversion of one or more partnership firm
or a limited liability partnership firm into a company;
d. The specified securities held by our Promoters which are offered for Promoters’
Contribution are not subject to any pledge or any other encumbrance. Please refer to
“- Encumbrance on Equity Shares held by our Promoters” on page 112.; and
e. All the specified securities held by our Promoters are held in dematerialised form.
(b) Other lock-in requirements:
i. In accordance with Regulation 17 of the SEBI ICDR Regulations, in addition to the
shareholding locked in by Promoters, 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) any Equity
Shares held by the employees (whether currently employees or not) of our Company which have
been or will be allotted to them under the ESOP Scheme; and (ii) the Equity Shares held by
Shareholders who are VCFs, Category I AIFs, Category IIAIFs or FVCIs, provided that such
Equity Shares will be locked-in for a period of at least six months from the date of purchase by
such VCFs or Category I AIFs or Category II AIFs or FVCI Shareholders respectively.
ii. 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.
iii. In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our
Promoters, which are locked-in may be transferred to and among the member of our Promoter
Group or to any new promoter of our Company, subject to continuation of the lock-in in the
hands of the transferees for the remaining period (and such transferees shall not be eligible to
transfer until the expiry of the lock-in period) and compliance with the SEBI Takeover
Regulations, as applicable.
iv. Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our
Promoters, which are locked-in for a period of three years from the date of Allotment (as
mentioned above) may be pledged as collateral security for loans granted by scheduled
commercial banks, public financial institutions, NBFC-SI or deposit accepting housing finance
companies, provided that such loans have been granted by such bank or institution for the
purpose of financing one or more of the objects of the Issue and pledge of the Equity Shares is
a term of sanction of such loans.
v. Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our
Promoters which are locked-in for a period of one year from the date of Allotment may be
pledged only with scheduled commercial banks, public financial institutions, NBFC-SI or
deposit accepting housing finance companies as collateral security for loans granted by such
banks or public financial institutions, provided that such pledge of the Equity Shares is one of
the terms of the 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 the Equity Shares till the
relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
vi. The Equity Shares held by any person other than our Promoters and locked-in for a period of
one year from the date of Allotment in the Issue 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 such transferees shall not be eligible to transfer until
the expiry of the lock-in period) and compliance with the SEBI Takeover Regulations.
(c) Lock-in of the Equity Shares to be allotted, if any, to the Anchor Investors
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 a lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the
Anchor Investors from the date of Allotment.
1165. Our shareholding pattern
Set forth below is the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
Category Category of No. of No. of No. of No. of Total no. Shareholding No. of Voting Rights held in each No. of Shareholding Number of Number of Number
(I) the Sharehold fully partly shares Shares as a % of class of securities (IX) Equity as a % Locked in shares pledged of Equity
Shareholder ers (III) paid paid- underlying held (VII) total no. of Shares assuming full shares (XII) or otherwise Shares
(II) up up Depository = shares Underlyin conversion of encumbered held in
Equity Equity Receipts (IV)+(V) (calculated g convertible (XII I)^* demateri
Shares Shares (VI) + (VI) as per Outstandi securities (as alized
held held SCRR, 1957) ng a % of form
(IV) (V) As a % of convertible diluted share (XIV)
(A+B+C2) No. of Voting Total as a % securities capital No. As a % No. As a %
(VIII) Rights of total (including (XI)=(VII)+ (a) of total (a) of total
voting rights Warrants) (X) as a % of shares shares
(X)# (A+B+C2)) held (b) held (b)
Class Class Total
eg: eg:
Equity Other
Shares s
(A) Promoters and 7 22,104 - - 22,104,37 100 22,104 - 22,10 100 140,917,48 100 - - 66,3 47.05 22,104,37
Promoter ,372 2 ,372 4,372 8 13,1 2
Group 16
(B) Public - - - - - - - - - - - - - - - - -
(C) Non-
Promoter-Non
Public
(1) Shares - - - - - - - - - - - - - - - - -
underlying
Custodian/
Depository
Receipts
(2) Shares held by - - - - - - - - - - - - - - - - -
Employee Trust
Total 7 22,104 - - 22,104,37 100 22,104 - 22,10 100 140,917,48 100 - - 66,3 47.05 22,104,37
(A)+(B)+(C) ,372 2 ,372 4,372 8 13,1 2
16
# As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each; (ii) Vinod Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (v) Sharat Singhee (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon
D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; and (viii) Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each
(collectively “Convertible Securities”). Prior to the filing of the Red Herring Prospectus with the RoC, the Convertible Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face value ₹1 each, in accordance with Regulation
5(2) of the SEBI ICDR Regulations.
Number of Convertible Securities Maximum number of resultant Equity Shares upon conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
^The Equity Shares held by our Promoter, Genius Bidco, i.e., 22,104,372 Equity Shares of face value ₹1 each were encumbered pursuant to a facility agreement dated November 20, 2023, and non-disposal undertaking (“NDU”) has been provided
in favor of Catalyst Trusteeship Limited (“NDU Agent”) in accordance with the agreement dated December 21, 2023. In terms of the release letter dated September 22, 2025, the NDU shall cease to apply in respect of (i) the entire issued Equity
Share capital of our Company held by Genius Bidco from one business day of Genius Bidco notifying facility agent, prior to the filing of the Draft Red Herring Prospectus, and (ii) any securities (other than Equity Shares referred to in (i) above) held
by Genius Bidco in our Company on and from the date falling immediately prior to the date of filing of the Red Herring Prospectus. Pursuant to the release letters dated July 28, 2025 and September 22, 2025, NDU on entire Equity Shares held by
Genius Bidco (along with its nominee shareholders) has been released for the purpose of minimum promoters’ contribution or lock-in as required by law. The NDU Agent has made requisite filings with the depository regarding the release of the
entire equity shareholding held by Genius Bidco (along with its nominee shareholders). If the facility remains outstanding after the Issue, our Promoter i.e. Genius Bidco may be required to re-create encumbrances on their post-listing shareholdings
117after the lock-in period, subject to applicable law. For further details, see “Risk Factors— The Equity Shares held by one of our Promoters, Genius Bidco Holdings Pte. Ltd., have been encumbered in favour of external lenders, which may adversely
affect our business, results of operations, financial condition and cash flows.” on page 57 .
1186. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our
Company
As on the date of this Draft Red Herring Prospectus, except (i) Vinod Raja Rao, Whole-time Director
and Chief Financial Officer (ii) Ajay Kumar, Chief Investment Officer and (iii) Stanislos Simon D’britto,
Chief Operating Officer, who hold one Equity Share each and three CCPS each, as nominees of Genius
Bidco Holdings Pte. Ltd. none of our Directors, Key Managerial Personnel and Senior Management hold
any Equity Shares in our Company.
7. Details of shareholding of the major Shareholders of our Company
(a) As on the date of this Draft Red Herring Prospectus, our Company has 7 Shareholders (including 6
nominee shareholders).
(b) Set forth below are details of the Shareholders holding 1% or more of the paid-up share capital of our
Company as on the date of this Draft Red Herring Prospectus:
Name of the Number of % of the No. of Convertible No. of Equity % of pre-
shareholder Equity pre-Issue Securities Shares on a fully Issue
Shares of equity (i.e. CCPS or CD) diluted basis equity
face value share share
of ₹1 each capital capital on a
fully
diluted
basis
Genius Bidco 22,104,372(1) 100.00 66,313,116 (3) 88,417,488(3) 62.74
Genius Rajkot Nil(2) Negligible 52,500,000 (3) 52,500,000(2)(3) 37.26
Total 22,104,372 100.00 118,813,116 140,917,488 100.00
(1) This includes six Equity Shares held on behalf of and as a nominee of our Promoter, Genius Bidco by (i) Vinod Raja Rao (ii)
Viraj Prasad, (iii) Ajay Kumar, (iv)Sharat Singhee, (v) Stanislos Simon D’britto; and (vi) Genius Rajkot
(2) Genius Rajkot holds 1 Equity Share as a nominee of Genius Bidco.
(3) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each;
(ii) Vinod Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing
face value ₹1; (v) Sharat Singhee (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon
D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius
Bidco) holds 3 CCPS bearing face value ₹1; and (viii) Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each
(collectively “Convertible Securities”). Prior to the filing of the Red Herring Prospectus with the RoC, the Convertible
Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face value ₹1 each, in accordance with
Regulation 5(2) of the SEBI ICDR Regulations.
Number of Convertible Securities Maximum number of resultant Equity Shares upon
conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
(c) Set forth below are details of the Shareholders holding 1% or more of the paid-up share capital of our
Company as of 10 days prior to the date of this Draft Red Herring Prospectus:
Name of the Number of % of the No. of Convertible No. of Equity % of pre-
shareholder Equity pre-Issue Securities Shares on a fully Issue
Shares of equity (i.e. CCPS or CD)* diluted basis equity
face value share share
of ₹1 each capital capital on a
fully
diluted
basis ^
Genius Bidco 22,104,372(1) 100.00 66,313,116 (3) 88,417,488(3) 62.74
Genius Rajkot Nil(1) Negligible 52,500,000 (3) 52,500,000(2)(3) 37.26
Total 22,104,372 100.00 118,813,116 140,917,488 100.00
(1) This includes six Equity Shares held on behalf of and as a nominee of our Promoter, Genius Bidco by (i) Vinod Raja Rao (ii)
Viraj Prasad, (iii) Ajay Kumar, (iv)Sharat Singhee, (v) Stanislos Simon D’britto; and (vi) Genius Rajkot
(2) Genius Rajkot holds 1 Equity Share as a nominee of Genius Bidco.
(3) As on the date of this Draft Red Herring Prospectus, (i) Genius Bidco holds 66,313,098 CCPS bearing face value ₹1 each;
(ii) Vinod Raja Rao (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (iii) Viraj Prasad (as a nominee of
Genius Bidco) holds 3 CCPS bearing face value ₹1; (iv) Ajay Kumar (as a nominee of Genius Bidco) holds 3 CCPS bearing
face value ₹1; (v) Sharat Singhee (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vi) Stanislos Simon
119D’britto (as a nominee of Genius Bidco) holds 3 CCPS bearing face value ₹1; (vii) Genius Rajkot (as a nominee of Genius
Bidco) holds 3 CCPS bearing face value ₹1; and (viii) Genius Rajkot holds 52,500,000 CD bearing face value ₹200 each
(collectively “Convertible Securities”). Prior to the filing of the Red Herring Prospectus with the RoC, the Convertible
Securities will be converted to a maximum of 118,813,116 Equity Shares bearing face value ₹1 each, in accordance with
Regulation 5(2) of the SEBI ICDR Regulations.
Number of Convertible Securities Maximum number of resultant Equity Shares upon
conversion of the Convertible Security
66,313,116 CCPS bearing face value ₹1 each 66,313,116 Equity Shares bearing face value ₹1 each
52,500,000 CD bearing face value ₹200 each 52,500,000 Equity Shares bearing face value ₹1 each
Total 118,813,116 Equity Shares bearing face value ₹1 each
(d) Set forth below are details of the Shareholders holding 1% or more of the paid-up share capital of our
Company as of one year prior to the date of this Draft Red Herring Prospectus:
S. No. Name of the Shareholder Number of Equity Shares % of the pre-Issue equity
of face value of ₹1 each share capital
(i) Genius Bidco Holdings Pte . Ltd# 22,104,372 100
Total 22,104,372 100.00
#For further details, please see ‘Risk Factors- Our Company has experienced a period of non-compliance with the minimum
shareholder requirement under the Companies Act, 2013. While our Company has filed an adjudication application for such
violation, consequently, our Company may be subject to regulatory actions and penalties, which could adversely affect our
Company’s business, results of operations, financial condition and cash flows’ and ‘Outstanding Litigation and Material
Development- Litigation by our Company- Other matters involving our Company on page 49 and 525.
(e) Set forth below are details of the Shareholders holding 1% or more of the paid-up share capital of our
Company as of two years prior to the date of this Draft Red Herring Prospectus:
S. No. Name of the Shareholder Number of Equity Shares % of the pre-Issue equity
of face value of ₹1 each share capital
(i) (i) Broad Street Investments 22,104,372 99.45
Holding (Singapore) Pte Ltd
(ii) Baskin Lake Investment
Limited
(iii) Stonebridge 2017
(Singapore) Pte Ltd
8. Employee Stock Option Scheme
Our Company adopted the ‘Elevate Campuses Limited Employee Stock Option Scheme 2025’ (“ESOP
Scheme”) pursuant to the resolution passed by our Board on September 26, 2025, and the resolution
passed by the Shareholders’ on September 26, 2025.
As on the date of this Draft Red Herring Prospectus, under the ESOP Scheme, no options have been
granted or are outstanding under the ESOP Scheme. The objective of ESOP Scheme is to attract, retain
and reward employees (as defined in the ESOP Scheme) with the requisite expertise and skill set by
providing them with an opportunity to share wealth created. The ESOP Scheme is in compliance with
the SEBI SBEB Regulations and has been certified by the Mehta & Mehta, Company Secretary, having
the membership number A72328, pursuant to its certificate dated September 27, 2025. The ESOP
Scheme provides that the maximum number of options that can be granted is 4.00% of the total share
capital of our Company on a fully diluted basis, as on September 26,2025.
9. There have been no financing arrangements whereby our Promoters, member of our Promoter Group,
directors of our Promoters, our Directors or any of their relatives have financed the purchase by any other
person of securities of our Company other than in the normal course of business of the financing entity
during the six months immediately preceding the date of filing of this Draft Red Herring Prospectus.
10. Our Company, our Directors and the BRLMs have not entered into any buy-back or any other
arrangements for purchase of Equity Shares being offered through this Issue from any person.
11. As on the date of this Draft Red Herring Prospectus, the BRLMs and their respective associates (as
defined in the SEBI Merchant Bankers Regulations) do not hold any Equity Shares. The BRLMs and
120their respective associates 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. All issuances of equity shares by our Company from the date of incorporation of our Company till the
date of filing of this Draft Red Herring Prospectus have been made in compliance with Companies Act
1956 and the Companies Act 2013, as applicable.
13. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Draft Red Herring Prospectus.
14. Except for CCPS and CD issued by our Company, our Company has no outstanding warrants, options to
be issued Equity Shares or rights to convert debentures, loans or other convertible instruments into Equity
Shares as on the date of this Draft Red Herring Prospectus.
15. No person connected with the Issue, including, but not limited to, the BRLMs, the members of the
Syndicate, our Company, our Directors, our Promoters, members of our Promoter Group or Group
Companies, shall offer any incentive, in any manner, whether in cash or kind or services or otherwise to
any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Issue.
16. Except for the issuance of Equity Shares pursuant to the Issue, conversion of CCPS and CD to Equity
Shares, exercise of options which may be granted under the ESOP Scheme and Pre-IPO Placement, there
will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from the date of filing of the Draft
Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or
all application monies have been refunded, as the case may be.
17. Except as disclosed under “Notes to the Capital Structure – History of Equity Share capital of our
Company” and “Notes to the Capital Structure – 4. History of build-up of Promoters’ shareholding and
lock-in of Promoters’ shareholding – (a) Build-up of Promoters’ shareholding in our Company” on pages
105 and 113, our Promoters, the directors of our Promoters, any member of our Promoter Group, our
Directors, or their relatives have not purchased or sold any securities of our Company during the period
of six months immediately preceding the date of this Draft Red Herring Prospectus.
18. Except for the issuance of Equity Shares, pursuant to the Issue and pursuant to exercise of options which
may be granted under the ESOP Scheme, our Company presently does not intend or propose and is not
under negotiations or considerations to alter the 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 for, directly or
indirectly into Equity Shares), whether on a preferential basis or by issue of bonus or rights or further
public issue of Equity Shares.
19. Our Company shall ensure that transactions in Equity Shares by our Promoters and the member of our
Promoter Group during the period between the date of filing of this Draft Red Herring Prospectus and
the date of closure of the Issue shall be reported to the Stock Exchanges within 24 hours of such
transaction.
20. Our Company shall ensure that the Pre-IPO Placement, if undertaken, will be reported to the Stock
Exchanges within 24 hours of the Pre-IPO Placement.
21. Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored by entities
which are associates of the BRLMs or insurance companies promoted by entities which are associates of
the BRLMs or AIFs sponsored by entities which are associates of the BRLMs or FPIs (other than
individuals, corporate bodies and family offices) which are associates of the BRLMs or pension funds
sponsored by entities which are associates of the BRLMs); nor (ii) any person related to the Promoters
or Promoter Group can apply under the Anchor Investor Portion.
22. We confirm that the Book Running Lead Managers are not associates of the Company as per Regulation
21A of the SEBI Merchant Bankers Regulations.
121122OBJECTS OF THE ISSUE
The Issue comprises the issue of [●] Equity Shares bearing face value of ₹1 each, aggregating up to ₹25,500.00
million by our Company. For details, see “The Issue” on page 85.
The net proceeds of the Issue, i.e., gross proceeds of the Issue less the Issue related expenses to be borne by our
Company (“Net Proceeds”), are proposed to be utilised in the following manner:
1. Payment of the purchase consideration for the acquisition of the K-12 Entities and Campuses;
2. Repayment and/ or prepayment, in full or in part, of certain outstanding borrowings and prepayment
penalties, as applicable of availed by our Company and certain of our Subsidiaries, namely GHS
Shoolini, GHS Sonipat, Souk HIS UAE and Souk NLCS UAE, through investment in such Subsidiaries;
and
3. Funding inorganic growth through unidentified acquisitions, other strategic initiatives and general
corporate purposes,
(collectively, the “Objects”).
In addition, we expect to achieve the benefits of listing of our Equity Shares on the Stock Exchanges, including
enhancement of our Company’s brand name and creation of a public market for our Equity Shares in India.
The main objects and objects incidental and ancillary to the main objects of our Memorandum of Association
enable our Company to (i) undertake our existing business activities; and (ii) undertake the activities proposed to
be funded from the Net Proceeds. Further, the main objects and objects incidental and ancillary to the main objects
set out in the respective memorandum of association of our Subsidiaries, enables the respective Subsidiaries to
undertake the activities proposed to be funded from the Net Proceeds.
Net Proceeds
The details of the proceeds of the Issue are summarized in the table below:
Particulars Estimated Amount^ (₹in million)
Gross proceeds of the Issue 25,500.00
Less: Issue related expenses* [●]
Net Proceeds [●]
*To be finalized upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. For details on Issue related
expenses, see “- Issue related expenses” on page 123..
^ Includes the proceeds, if any, received pursuant to the Pre-IPO Placement. Our Company in consultation with the BRLMs, may consider a
Pre-IPO Placement aggregating up to ₹5,100.00 million, as may be permitted under applicable law, at its discretion, prior to filing of the Red
Herring Prospectus with the RoC. The Pre-IPO Placement if completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size
of the Issue. The utilisation of the proceeds raised pursuant to the Pre-IPO Placement will be done towards the objects in compliance with
applicable law. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring
Prospectus and the Prospectus.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds set forth below:
(₹ in million)
S. Particulars Total estimated Amount to be Amount to be Amount to be
No amount/ deployed deployed deployed
expenditure to from the Net from the Net from the Net
be funded from Proceeds in Proceeds in Proceeds in
the Net Fiscal 2026 Fiscal 2027 Fiscal 2028
Proceeds
1. Payment of the purchase consideration for 11,000.00 11,000.00 - -
the acquisition of the K-12 Entities and
Campuses
123S. Particulars Total estimated Amount to be Amount to be Amount to be
No amount/ deployed deployed deployed
expenditure to from the Net from the Net from the Net
be funded from Proceeds in Proceeds in Proceeds in
the Net Fiscal 2026 Fiscal 2027 Fiscal 2028
Proceeds
2. Repayment and/ or prepayment, in full or 7,500.00 - 7,500.00 [●]
in part, of certain outstanding borrowings
and prepayment penalties, as applicable of
borrowings availed by our Company and
certain of our Subsidiaries, namely GHS
Shoolini, GHS Sonipat, Souk HIS UAE
and Souk NLCS UAE, through
investment in such Subsidiaries
3. Funding inorganic growth through [●] [●] [●] [●]
unidentified acquisitions, other strategic
initiatives and general corporate
purposes(1)(2)
Net Proceeds(2)(3) [●] [●] [●] [●]
(1) The cumulative amount to be utilized towards funding inorganic growth through unidentified acquisitions and other strategic initiatives
and general corporate purposes shall not exceed 35% of the Gross Proceeds. Further, the amount to be utilised for each of: (a) funding
inorganic growth through unidentified acquisition and other strategic initiatives; and (b) general corporate purposes, shall not exceed
25% of the Gross Proceeds.
(2) To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(3) Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹5,100.00 million, as may be
permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement if
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. The utilisation of the proceeds
raised pursuant to the Pre-IPO Placement will be done towards the objects in compliance with applicable law. Prior to the completion
of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.
The requirement and deployment of funds as indicated above are based on our current business plan, internal
management estimates, prevailing financial and market conditions, competition, business needs, strategies and
other commercial and technical factors, including interest rates, exchange rate fluctuations and other charges, and
the financing and other agreements entered into by our Company. The Objects have not been appraised by any
bank or financial institution or other independent agency. We may have to revise our funding requirements and
deployment from time to time on account of various factors, such as the timing of completion of the Issue, financial
and market conditions, change in costs, our management’s analysis of economic trends and our business
requirements, fund requirements in our operations, competitive landscape as well as general factors affecting our
results of operations, financial condition, business and strategy, access to capital, interest rate fluctuations or other
external factors, which may not be within the control of our management. This may entail rescheduling and
revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked
towards any of the Objects at the discretion of our management, subject to compliance with applicable laws. For
details of the risk in this regard, see “Risk Factors – Our Company proposes to utilize approximately 43.14% of
the Gross Proceeds of the Issue towards funding the Proposed Acquisitions from K-12 HoldCos which are
affiliates of our Promoters. We may not be able to achieve anticipated benefits following the acquisition of K-12
Assets, which may adversely affect our business, results of operations, financial condition, and cash flows.” on
page 43.
If the Net Proceeds are not utilized (in full or in part) for the Objects during the period stated above due to such
factors, the remaining Net Proceeds shall be utilized in the next Fiscal as may be determined by our Company, in
accordance with applicable laws. Further, if the actual utilisation towards the Objects is lower than the proposed
deployment, such surplus amount may be used towards: (i) one or more of the other Objects as set out above;
and/or (ii) funding inorganic growth through unidentified acquisitions, other strategic initiatives and general
corporate purposes, provided that (a) the total amount to be utilized towards general corporate purposes does not
exceed 25% of the Gross Proceeds; (b) the cumulative amount to be utilized for general corporate purposes and
our object of funding inorganic growth through unidentified acquisitions and other strategic initiatives shall not
exceed 35% of the Gross Proceeds; and (c) the amount to be utilized for our object of funding inorganic growth
alone through unidentified acquisitions and other strategic initiatives shall not exceed 25% of the Gross Proceeds.
Our Statutory Auditors have provided no assurance or services related to any prospective financial information.
124Means of finance
The fund requirements for the Objects detailed above are intended to be entirely funded from the Net Proceeds
and existing identifiable internal accruals. Accordingly, there is no requirement to make firm arrangements of
finance under Regulation 7(1)(e) of the SEBI ICDR Regulation, through verifiable means towards at least 75%
of the stated means of finance, excluding the amount to be raised through the Issue and existing identifiable
internal accruals.
Details of the Objects
1. Payment of the purchase consideration for the acquisition of the K-12 Entities and Campuses
As on August 31, 2025, the portfolio of our Company and our Subsidiaries comprise five student accommodation
campuses totaling 16,934 beds, across four Indian cities, and two K-12 Assets in Dubai (UAE); and (ii) Managed
Portfolio comprises 14 student accommodation campuses totaling 49,338 beds under management. The K-12
Entities and Campuses are currently owned by the K-12 HoldCos and indirectly owned and controlled by funds
of Hillhouse Investment, which are the ultimate owners and controllers of Genius Bidco Holdings Pte. Ltd. and
Genius Rajkot Investment Holdings Pte. Ltd.
The Proposed Acquisition would make us the largest institutionalized and independent education platform
engaged in owning, operating and managing on-campus student accommodation across HEIs and owning K-12
Assets in India by student capacity as of August 31, 2025, according to the CBRE Report.
The K-12 Entities and Campuses have been selected based on their strategic location across key metropolitan and
emerging urban centers in India. The schools are affiliated with leading education boards such as Central Board
of Secondary Education, Indian Certificate of Secondary Education, International General Certificate of
Secondary Education, International Baccalaureate, Cambridge Assessment International Education (“CAIE”) and
British Curriculum.
Our Revenue from Operations for the Financial Year ended March 31, 2025 was ₹3,698.11million (on a restated
basis) and ₹5,591.55 million (on a pro forma basis after giving effect to the Proposed Acquisitions). Accordingly,
we intend to consolidate the K-12 Entities and Campuses with our existing platform.
Our Company has entered into a total of 6 securities purchase agreement each dated September 24, 2025
(“SPA(s)”) with the respective K-12 HoldCos of the K-12 Entities and Campuses, for the purchase of (i)
compulsorily convertible debentures issued by the K-12 Entities and Campuses and (ii) all equity shares (including
the nominee shares) of K-12 Entities and Campuses. The completion of the Proposed Acquisition transaction (the
“Closing”) will occur after satisfaction or waiver of the conditions precedent as set out in the SPA(s)and within
seven business days from the date of receipt of listing and trading approval from the Stock Exchanges or as
mutually agreed by between our Company and the K-12 HoldCos.
In terms of the SPA(s), the total consideration for the acquisition of a K-12 Entities and Campuses is aggregate of
purchase consideration payable by the Company towards acquisition of all securities owned by the K-12 HoldCos
in the K-12 Entities and Campuses (which includes equity shares and/or compulsorily convertible debentures, as
applicable), as on the date on which SPAs are executed between the parties . The total consideration is based on
the aggregate enterprise value of the K-12 Entities and Campuses amounting to ₹18,246.20 million (“Aggregate
Enterprise Value”). Such enterprise value shall be adjusted for external debt, cash / bank balance, security
deposit and any other receivables or payables determined as per the management certified financial statements of
the relevant K-12 Entities and Campuses prepared as on the financial quarter ending immediately before the date
on which closing is undertaken pursuant to the SPA (“Aggregate Equity Value”). On the basis of the valuation
reports, the Aggregate Equity Value as of June 30, 2025 was ₹ 11,066.83 million (including compulsory
convertible debentures).
The Company has obtained Valuation Reports each dated September 23, 2025 for each K-12 Entities and
Campuses in relation to the Proposed Acquisition. The Valuation Reports have also been included in “Material
Contracts and Documents for Inspection – Material Documents” on page 626.
In accordance with the terms of the SPA(s), the Total Consideration is to be discharged to the K-12 HoldCos
within seven business days from the date of receipt of listing and trading approval from the Stock Exchanges or
as mutually agreed by between our Company and the K-12 HoldCos.
125As part of our consolidation exercise, we propose to utilize ₹11,000 million from the Net Proceeds towards
funding the Proposed Acquisitions and the balance will be funded from internal accruals. The details regarding
the Proposed Acquisitions are as follows:
Sr. No. Securities Purchase Agreement Name of the K12 Entity and K-12 School / Campus
Campus proposed to be
acquired
1. Elevate BGLR SPA PE Bangalore JIRS
PE Kanakapura JIRS
2. Elevate HYD SPA PE Bowenpally St. Andrews Suchitra, St Andrews
Suchitra Land and St. Andrews
Keesara
PE Hisar St. Andrews Keesara Land
SMESPL St. Michael’s Alwal
3. Elevate INTL SPA PE Hyderabad Sancta Maria Hyderabad
4. Elevate North SPA PE Chennai Shri Ram Universal School,
Chennai
5. Elevate OTH SPA IS Chintamani JPS, Chintamani
IS Kadiri JPS, Kadiri
IS Korba JPS, Korba
IS Tumkur JPS, Tumkur
IS Gurgaon K-12 School Pune
6. Elevate SH SPA PE Ramanagara SET
CE Bangalore IFIM College Hostel
For further details, including details of the Securities Purchase Agreements, summarized details of valuation etc.,
please see section “Proposed Acquisitions” on page 270.
Existing holding structure as on the date of this Draft Red Herring Prospectus
Proposed holding structure after the completion of the Proposed Acquisitions
Pursuant to the completion of the Proposed Acquisitions, the K-12 Entities and Campuses will become the
subsidiaries of our Company. The proposed holding structure of the Post-Acquisition Group pursuant to the
Proposed Acquisitions is set out below:
126For further details, regarding the description of the K-12 Entities and Campuses and the Securities Purchase
Agreement see “Proposed Acquisitions” on page 270.
Further, please see “Risk Factors - Our Company proposes to utilize 43.14% of the Net Proceeds of the Issue for
the Proposed Acquisition. We may not be able to achieve operational efficiencies following the Proposed
Acquisition, which may adversely affect our business, results of operations, financial condition, and cash flows.”
on page 43.
2. Repayment and/ or prepayment, in full or in part, of certain outstanding borrowings and prepayment
penalties, as applicable availed by our Company and certain of our Subsidiaries, namely GHS
Shoolini, GHS Sonipat, Souk HIS UAE and Souk NLCS UAE, through investment in such
Subsidiaries
Our Company and certain of our Subsidiaries, namely GHS Shoolini, GHS Sonipat, Souk HIS UAE and Souk
NLCS UAE, have entered into various financing arrangements, including borrowings in the form of terms loans
and working capital facilities, with banks and financial institutions. As on August 31, 2025, our Company and our
Subsidiaries (excluding Souk HIS UAE and Souk NLCS UAE) had an aggregate outstanding borrowing of
₹14,321.03 million.
Further, pursuant to our acquisition of Elevate UAE AssetCo on September 23, 2025, the subsidiaries, i.e., Souk
HIS UAE and Souk NLCS UAE became our Step-down Subsidiaries. For details regarding the acquisition of the
UAE Subsidiaries, see “History and Certain Corporate Matters - Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years
- Acquisition of Elevate UAE AssetCo Holdings Pte. Ltd.” on page 338.
Our Company proposes to utilize an estimated amount of ₹7,500.00 million from the Net Proceeds towards
prepayment and/ or repayment, in full or in part, of all or a portion of certain outstanding borrowings availed by
our Company and certain of our Subsidiaries, namely GHS Sonipat, Souk HIS UAE, Souk NLCS UAE. Pursuant
to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges
as prescribed by the respective lender. Such prepayment charges, as applicable, will also be funded out of Net
Proceeds. In the event Net Proceeds is insufficient for payment of pre-payment charges/ penalty, as applicable,
such payment shall be made from the internal accruals of our Company. Given the nature of the borrowings and
the terms of repayment/ prepayment, the aggregate outstanding amounts under the borrowings may vary from
time to time and our Company and Subsidiaries may, in accordance with the relevant repayment schedule, repay
or refinance some of their existing borrowings prior to Allotment.
Further, our Company and the Subsidiaries may, from time to time, enter into further financing arrangements and
drawdown funds thereunder. In case such funds drawn down prior to the completion of the Issue or in case any of
the borrowings listed below are prepaid, repaid (earlier or scheduled), refinanced, in part or full, we may utilize
Net Proceeds towards prepayment, repayment (earlier or scheduled) of such additional indebtedness availed by
us, details of which shall be provided in the Red Herring Prospectus. We believe that such repayment or
127prepayment will help reduce our outstanding indebtedness on a consolidated basis and debt servicing costs, and
enable utilization of the internal accruals for further investment towards business growth and expansion. In
addition, we believe that this would improve our ability to raise further resources in the future to fund potential
business development opportunities. Further, our Company and our Subsidiaries may also avail additional
borrowings and/ or draw down further funds under existing borrowing facilities, from time to time, after the date
of this Draft Red Herring Prospectus. Accordingly, in case any of the below listed loans are repaid and/or pre-
paid prior to the filing of the Red Herring Prospectus, we may utilize the Net Proceeds towards repayment and/
or prepayment of the additional indebtedness. In light of the above, if at the time of filing the Red Herring
Prospectus, any of the below mentioned loans are repaid in part or full or refinanced or if any additional credit
facilities are availed or drawn down or if the limits under the working capital borrowings are increased, then the
table below shall be suitably revised to reflect the revised amounts or loans as the case may be which have been
availed by our Company and our Subsidiaries.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowings will be based on various
factors, including (i) cost of the borrowing, including applicable interest rates, (ii) maturity profile and the
remaining tenor of the loan, (iii) any conditions attached to the borrowings, restricting our ability to prepay/ repay
the borrowings and time taken to fulfil, or obtain waivers for fulfilment of such conditions, or relating to the terms
of repayment, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any laws, rules
and regulations governing such borrowings, and (vi) other commercial considerations including, the amount of
the loan outstanding.
The abovementioned factors will also determine the form of investment undertaken by our Company for
prepayment and/or repayment of the borrowing arrangements availed by the Subsidiaries, i.e., being in the form
of subscription or purchase of equity shares, preference shares, convertible or non-convertible securities, debt or
any other instrument or combinations thereof, details of which shall be provided in the Red Herring Prospectus.
128The following table provides the details of the borrowings of our Company and certain Subsidiaries based out of India, i.e., GHS Shoolini and GHS Sonipat as on March 31,
2025 which we propose to prepay or repay, in full or in part, from the Net Proceeds:
Name of the Nature of Date of Sanctioned Amount Applicable Applicable rate Repayment Prepayment Purpose for which Original Purpose of the
lender borrowings latest amount as outstanding rate of of interest schedule charge / penalty loan was loan(in case subsequent
sanction at March as on interest as sanctioned as loans are refinancing
letter 31, 2025 March 31, per the mentioned in the /reimbursement /take
(in ₹ 2025 sanction underlying over of the existing
million)^ (in ₹ letter sanction letter (1) loans, etc.) (2)
million)*
Company
Bank of 60 unequal No prepayment Refinancing existing The Company obtained a
9.45% p.a. (1
Maharashtra quarterly charges shall be term loan from Axis loan of INR 5,003.40
Rupee 1-year year MCLR
January instalments applicable if Bank and ICICI million (against a
term 3,400.00 3,396.44 MCLR (9.15%)
13, 2025 commencing prepayment is Bank sanctioned limit of INR
loan +spread +spread(0.30%))
from July 2, made 36 months 5,090.00 million) from
MCLR
2025 after the date of IDFC First Bank during
first disbursement Refinancing existing the financial year 2018
or in below cases: term loan and for the acquisition of
addition amount for hostel assets, including
- term loan is acquisition/ MUJ, HEI Karnataka,
prepaid out of construction if Woodstock and County.
60 unequal internal accruals of hostel or any other
9.45% p.a. (1
quarterly the Company and / general business
Rupee 1-year year MCLR
January instalments or funds infused by purpose.
term 1,100.00 1,099.83 MCLR (9.15%)
13, 2025 commencing shareholders or
loan +spread +spread(0.30%))
from July 2, affiliates; or
MCLR
2025
- If the prepayment
is pursuant to
InVIT / IPO /
REIT / Listing etc.
GHS Shoolini
Axis Bank Rupee term March 27, 408.80 337.02 Repo rate 9.00% p.a.(6.5 % 47 unequal In case of To acquire hostel Not applicable
Limited Loan 2023 + margin Repo rate + margin quarterly prepayment, the business
(2.5%) (2.5%)) instalments lender will be undertaking of the
commencing entitled to foundation,
from May 30, prepayment comprising of l0
2020 penalty of 2% of hostel buildings at a
the amount university, which
prepaid, except if inter-alia includes:
the prepayment is a) lease hold rights
129Name of the Nature of Date of Sanctioned Amount Applicable Applicable rate Repayment Prepayment Purpose for which Original Purpose of the
lender borrowings latest amount as outstanding rate of of interest schedule charge / penalty loan was loan(in case subsequent
sanction at March as on interest as sanctioned as loans are refinancing
letter 31, 2025 March 31, per the mentioned in the /reimbursement /take
(in ₹ 2025 sanction underlying over of the existing
million)^ (in ₹ letter sanction letter (1) loans, etc.) (2)
million)*
made out of the of 6 hostel buildings
internal accruals / and sub-lease hold
IPO proceeds / rights of 4 hostels of
permitted university; b)
mezzanine debt, moveable assets
provided the within the hostel
Company has facilities; c) To
provided a prior spend on transaction
written notice of costs and costs
not less than 30 towards upgradation
business days of fire equipment
system in the hostel
buildings (estimated
cost being ₹3.00
million) (overall
cost under this head
being up to ₹20
millions)
Rupee term March 27, 41.60 20.62 Repo rate 9.00% p.a.(6.5 % 36 unequal For the acquisition Not applicable
Loan 2023 + margin Repo rate + margin quarterly of additional 131
(2.5%) (2.5%)) installments beds for a
commencing consideration of
from May 31, ₹57.50 million at a
2023 university and
general purpose
capex towards the
upgradation of
hostel building
(overall cost under
this head being up to
₹40 million)
GHS Sonipat
State Bank of Term loan December 7,600.00 7,373.80 6 months 9.40% (6 months 60 unequal Prepayment ₹5,479.00 million to Acquisition of 5,575 beds
India 13, 2024 MCLR+ MCLR+ plus quarterly charges shall not take over from student housing assets of
plus 50bps 50bps spread) installments be applicable if existing bank/FI and HEI Haryana along with
spread commencing paid out of leasehold rights on land
130Name of the Nature of Date of Sanctioned Amount Applicable Applicable rate Repayment Prepayment Purpose for which Original Purpose of the
lender borrowings latest amount as outstanding rate of of interest schedule charge / penalty loan was loan(in case subsequent
sanction at March as on interest as sanctioned as loans are refinancing
letter 31, 2025 March 31, per the mentioned in the /reimbursement /take
(in ₹ 2025 sanction underlying over of the existing
million)^ (in ₹ letter sanction letter (1) loans, etc.) (2)
million)*
from March internal accruals ₹2,121.00 million of 8.63 acres underneath
25, 2025 or promoters' own top up loan. the buildings, ownership
sources (equity / of 9 hostel buildings and
IPO) or capital Hostel Service
raising from IPO / Agreement cum
REIT Agreement to Transfer
Undertaking (HSA/
ATU) providing right to
collect hostel fee and any
other fees /charges as per
project documents
*excluding unamortised loan processing fees and interest accrued as at March 31, 2025.
^excluding undrawn sanctioned limits as at March 31, 2025.
Notes:
(1) In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, which requires a certificate by the Statutory Auditor certifying the utilization of loan for the purpose availed, our
Company has obtained the requisite certificate dated September 28, 2025.
(2) As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025.
131Further, we acquired the subsidiaries, Souk HIS UAE and Souk NLCS UAE on September 23, 2025. The following table provides the details of the borrowings of Souk HIS
UAE and Souk NLCS UAE as on September 23, 2025, which we propose to prepay or repay, in full or in part, from the Net Proceeds:
Name of the Nature of Date of Sanctioned Amount Amount Applicable Tenor / Pre-payment Purpose for which Original Purpose of
lender borrowings latest amount outstanding outstanding rate of Repayment penalty loan was sanctioned as the loan(in case
sanction (in AED as on as on interest as schedule conditions mentioned in the subsequent loans are
letter / million) September September per underlying agreement/ refinancing
facility 23, 2025 23, 2025 sanction document /reimbursement /take
agreement (in AED (in ₹ letter / over of the existing
million) million)*^ facility loans, etc.)
agreement
Souk HIS UAE
Standard Dirham April 24, 242.00 242.00 5,813.81 EIBOR + 19 unequal There are no such The borrower shall Not applicable
Chartered Term Loan 2025 Margin p.a consecutive charges. apply all amounts
Bank quarterly borrowed by it under the
instalments facility towards
commencing financing:
October 10, (a) part of the
2025 consideration for the
acquisition of the
property by the
borrower.
(b) the portion of the
consideration amount
payable to the operator
under the Master
Agreement for the
school expansion works
as described in clause
2.1(a) of the master
agreement; and
(c) the payment of fees,
costs and expenses
payable pursuant to the
facility
Souk NLCS UAE
Standard Dirham August 15, 301.00 301.00 7,231.22 EIBOR + 19 unequal There are no such The borrower shall Not applicable
Chartered Term Loan 2025 Margin p.a consecutive charges apply all amounts
Bank, UAE facility quarterly borrowed by it under the
Branch installments facility towards
commencing financing:
January 10, (a) part of the
2026 consideration for the
132Name of the Nature of Date of Sanctioned Amount Amount Applicable Tenor / Pre-payment Purpose for which Original Purpose of
lender borrowings latest amount outstanding outstanding rate of Repayment penalty loan was sanctioned as the loan(in case
sanction (in AED as on as on interest as schedule conditions mentioned in the subsequent loans are
letter / million) September September per underlying agreement/ refinancing
facility 23, 2025 23, 2025 sanction document /reimbursement /take
agreement (in AED (in ₹ letter / over of the existing
million) million)*^ facility loans, etc.)
agreement
acquisition of the
property by the
borrower;
(b) the portion of the
consideration amount
payable to the Operator
under the master
agreement for the
school expansion works
as described in clause
2.1(a) of the master
agreement; and
(c) the payment of fees,
costs and expenses
payable pursuant to the
facility
*excluding unamortised loan processing fees and interest accrued as at September 23, 2025
^rate used for conversion is INR 24.024 per AED as at September 23, 2025
Notes:
(1) As certified by N B T and Co, Chartered Accountants (FRN No. 140489W), by way of certificate dated September 28, 2025
For further details on the abovementioned borrowings, see “Financial Indebtedness - Key terms of borrowings availed by our Company and our Subsidiaries” on page 522
1333. Funding inorganic growth through unidentified acquisitions, other strategic initiatives and general
corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards funding inorganic
growth through unidentified acquisitions, other strategic initiatives and general corporate purposes, in a manner
as approved by our Board from time to time, subject to such amount to be utilised for general corporate purposes
and towards unidentified acquisitions and other strategic initiatives not, in aggregate, exceeding 35% of the Gross
Proceeds, out of which the amounts to be utilised towards either of (i) general corporate purposes, or (ii)
unidentified acquisitions and other strategic initiatives shall not exceed 25% of the Gross Proceeds.
(a) Funding inorganic growth through unidentified acquisitions and other strategic initiatives
To foster our expansion, we intend to pursue opportunities for evaluating potential targets for strategic
investments, acquisitions and partnerships, that complement our business operations, strengthen or establish our
presence in targeted markets. We have benefited significantly from the acquisitions and investments undertaken
by us in the past. Our acquisition strategy for the student accommodation business, targets HEIs based on academic
reputation, historical enrolment patterns, governance standards and anticipated growth. For the K-12 schools
business, we target schools that have a proven academic record, strong local community reputation and
demonstrated enrolment growth potential. For further details, please see “Our Business – Our Growth Strategies
- Pursue organic and inorganic growth with prudent capital allocation” on page 306.
The table below summarizes the acquisitions that we have undertaken or made in the last 10 Fiscals.
Sr. Acquisition Calendar Percentage of Reason for acquisition Benefit of acquisition
No. year of shareholding of
acquisition our Company
(fully-diluted)
as on date (%)
1) Acquisition of 2025 100 Expansion of our Strategic alignment with
our Subsidiary, operations to UAE, and an established global
Elevate UAE access to a large and stable operator with presence in
AssetCo market. Dubai and Singapore with
Holdings Pte. the intention of being a
Ltd. and Step- preferred partner as and
Down when the operator brings
Subsidiaries, its operations in India.
Souk HIS UAE
and Souk NLCS
UAE
2) Acquisition of 2025 90% The acquisition of entire The acquisition enabled
business of on-campus high return on capital
managing on- accommodation business employed to help enhance
campus hostels/ undertaking of Zolostays EBITDA with low capital
Property Solutions Private investment
accommodation
Limited enabled our
units for
Company to expand into
educational
asset light business with
institutions,
significantly higher TAM
colleges or and creation of proprietary
universities by relationship with
our Subsidiary, university sponsors
EHMSPL from
Zolostays
Property
Solutions Private
Limited
3) Acquisition of 20 19 Not applicable The acquisition helped our The acquisition enabled
hostel Company expand its our Company to gain the
undertaking of capabilities into one of ability to expand beyond
HEI Himachal most established the existing seed portfolio,
Pradesh by GHS university in North India thereby diversifying of our
Shoolini business portfolio into
new student universities
134Sr. Acquisition Calendar Percentage of Reason for acquisition Benefit of acquisition
No. year of shareholding of
acquisition our Company
(fully-diluted)
as on date (%)
4) Acquisition of 2023 Not applicable This acquisition enabled The acquisition enabled
incremental expansion of our business create a business footprint
hostel capabilities within campus in hostel accommodation
undertaking by with existing operations business, thereby creating
GHS Jagdishpur by our Subsidiary a barrier for competitors to
in HEI Haryana e xpand within the campus.
5) Acquisition of 2021 Not applicable This acquisition enabled The acquisition enabled
hostel expansion of our business create a business footprint
undertaking by capabilities within campus in hostel accommodation
GHS Jagdishpur with existing operations business, thereby creating
in HEI Haryana by our Subsidiary a barrier for competitors to
e xpand within the campus.
6) Acquisition of 2020 Not applicable This acquisition enabled The acquisition enabled us
hostel significant scale up expand our business
undertaking by potential. The transaction footprint and paved way
GHS Sonipat in also has key limited for larger scale
HEI Haryana occupancy risks as the opportunity for new tech
acquisition was of a full set up
residential campus
7) Acquisition of 2017 Not applicable The acquisition was one of Our Company gained deep
hostel our Company’s first insights into nuances of
undertaking in acquisition of the student managing student
Manipal accommodation business accommodations,
University, Jaipur with an established partner advancing service levels,
8) Acquisition of 2017 Not applicable and enables us build understanding student
hostel significant growth needs and avenues to
undertaking in potential enhance margins. The
County and HEI acquisition enables us to
Karnataka be one of the early movers
to set up student
accommodation business
in India
We intend to seek opportunities that we believe align with our strategic business objectives and intend to deploy
a portion of the Net Proceeds towards such opportunities. This amount is based on our management’s current
estimates, budgets, and other relevant considerations. The actual deployment of funds and the timing of
deployment will depend on a number of factors, including the timing, nature, size and number of acquisitions or
strategic initiatives proposed, as well as general macro or micro economic factors affecting our results of
operations, financial condition and access to capital.
As on the date of this Draft Red Herring Prospectus, except for the SPAs in relation to the Proposed Acquisitions,
business transfer agreement dated March 27, 2024 in relation to the proposed acquisition of business undertaking
of HEI Gujarat, and share purchase agreement dated September 23, 2025 in relation to the acquisition an entity
engaged in the business of owning and leasing of academic campus and hostel facilities in HEI Uttarakhand we
have not entered into any definitive agreements towards any future acquisitions or strategic initiatives. We may
identify and evaluate potential targets for strategic investments, acquisitions, joint ventures and partnerships,
based on a number of factors, including:
(i) expertise and experience in markets that we operate in or wish to expand into;
(ii) strategic compatibility or synergy with our existing businesses;
(iii) ranking of educational institutions and quality of their infrastructure;
(iv) credibility of the sponsor backing the education institution and its ability to add value to the campus;
(v) additional or enhanced services in order to expand, diversify and/or improve our offerings;
135(vi) strengthening our market share in existing markets or establishing presence in new markets (including
additional geographical regions); and
(vii) access to infrastructure and capabilities, including ones which supplement or complement our existing
infrastructure.
Our acquisition strategy is primarily driven by our Board, and typically involves detailed due diligence being
undertaken by us on the potential target and subsequently negotiating and finalizing definitive agreements towards
such acquisition. We may engage external advisors and consultants to assist us in the process of such acquisition,
with whom (and with the potential target) we enter into customary non-disclosure agreements.
The above factors will also determine the form of investment for these potential unidentified acquisitions or
strategic initiatives, i.e., whether they will involve equity, debt or any other instrument or combination thereof. At
this stage, our Company cannot determine whether the form of investment will be equity, debt or any other
instrument or combination thereof. The portion of the Net Proceeds allocated towards this Object may not be the
total value or cost of any such strategic initiatives but is expected to provide us with sufficient financial leverage
to enter into binding agreements. In the event that there is a shortfall of funds required for such strategic initiatives,
such shortfall shall be met out of the portion of the Net Proceeds allocated for general corporate purposes and/or
through our internal accruals or debt financing or any combination thereof. For further details in relation to the
risks involved, see “Risk Factors – Any variation or delay in the proposed utilization of Net Proceeds may be
subject to additional regulatory and shareholder approvals and could adversely affect our business plans and
results of operations. ” on page 74.
(b) General corporate purposes
The Net Proceeds will first be utilized for the Objects as set out above. Our Company intends to deploy any
balance left out of the Net Proceeds towards general corporate purposes, as approved by our management, from
time to time, subject to (i) such utilization for general corporate purposes not exceeding 25% of the Gross
Proceeds; and (ii) the cumulative amount to be utilized for general corporate purposes and our object of funding
inorganic growth through unidentified acquisitions and other strategic initiatives shall not exceed 35% of the
Gross Proceeds, in compliance with Regulation 7(2) of the SEBI ICDR Regulations.
Such general corporate purposes may include, but are not restricted to, the following:
1. strengthening marketing capabilities and brand building exercises;
2. capital expenditure towards student accommodation and infrastructure of K-12 schools;
3. funding working capital requirements of our Company and Subsidiaries;
4. meeting exigencies and expenses incurred in the ordinary course of business, as the case may be, and as
may be deemed fit by the management of our Company; and/or
5. any other purpose as may be approved by the Board or a duly appointed committee from time to time,
subject to compliance with the Companies Act.
The allocation or quantum of utilization of funds towards the specific purposes described above will also 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 utilising surplus
amounts, if any. 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.
Bridge financing
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Issue related expenses
The total expenses of the Issue are estimated to be approximately ₹[●] million.
136The Issue related expenses consist of listing fees, underwriting fees, selling commission and brokerage, fees
payable to the book running lead managers, legal counsels, Registrar to the Issue, Escrow Collection Bank, Public
Issue Account Bank, Refund Bank and Sponsor Banks including processing fee to the SCSBs for processing
ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and
selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising
and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges.
The estimated Issue related expenses are as follows:
Activity Estimated As a % of total As a % of Issue
amount estimated Issue size
(in ₹million) expenses*
BRLMs’ fees and commissions (including underwriting [●] [●] [●]
commission)
Selling commission, commission and processing fees for [●] [●] [●]
SCSBs and Bankers to the Issue and fees payable to the
Sponsor Bank(s) for Bids made by UPI Bidders.
Brokerage, selling commission and bidding charges for
members of the Syndicate, Registered Brokers, RTAs and
CDPs (1)(2)(3)(4)
Fees payable to the Registrar to the Issue [●] [●] [●]
Other expenses:
- Listing fees, SEBI filing fees, BSE and NSE processing [●] [●] [●]
fees, book building software fees and other regulatory
expenses
- Printing and stationery expenses [●] [●] [●]
- Advertising and marketing expenses for the Issue [●] [●] [●]
Fees payable to other parties to the Issue, including but not [●] [●] [●]
limited to Statutory Auditors, legal counsel, independent
chartered accountant and industry expert
Total [●] [●] [●]
* Issue expenses include goods and services tax, where applicable. Issue expenses will be incorporated in the Prospectus, and are estimates
and subject to change.
(1) Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors, which are directly
procured by the SCSBs, would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue 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. No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them. Processing fees
payable to the SCSBs of ₹ [●] per valid application (plus applicable taxes) for processing the Bid cum Application Form for Non-Institutional
Investors which are procured by the members of the Syndicate/sub- Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for
blocking.
(2) Brokerage, selling commission and processing/uploading charges on the portion for Retail Individual Investors and Non-Institutional
Investors 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 Investors [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]%of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number /
series, provided that the application is also bid by the respective Syndicate / sub-Syndicate 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.
Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made
by RIIs using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Investors which are procured by them and submitted to SCSB
for blocking or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as follows: ₹[●] 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.
(3) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs and Non-Institutional Investors which are
directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for Retail Individual Investors* ₹[●] per valid application (plus applicable taxes)
Portion for Non-Institutional Investors* ₹[●] per valid application (plus applicable taxes)
*Based on valid applications.
(4) Uploading charges/ Processing fees for applications made by RIIs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs / Registered Brokers ₹[●] per valid application (plus applicable taxes)
Sponsor Bank ₹[●] processing fees for applications made by Retail Individual
Investors will be Nil for each valid Bid cum application form.* The
Sponsor Bank shall be responsible for making payments to the
137third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under the
SEBI circulars, the Syndicate Agreement and other applicable
laws.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Escrow
and Sponsor Bank 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 on compliance with SEBI RTA Master Circular, in a format as prescribed by SEBI from time to
time and in accordance with the SEBI ICDR Master Circular.
Interim use of Net Proceeds
Pending utilization of the Net Proceeds for the purposes described above, we undertake to temporarily invest the
funds from the Net Proceeds only with scheduled commercial banks. In accordance with Section 27 of the
Companies Act 2013, our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise
dealing in shares of any other listed company or for any investment in the equity markets.
No lien(s) shall be created on the funds laying in escrow accounts pending utilization of the proceeds of the Issue.
Monitoring of utilization of funds
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a SEBI registered credit agency as a Monitoring Agency to monitor the utilization of
the Gross Proceeds as the Issue exceeds ₹1,000.00 million. 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 shall, for the purpose of quarterly reports to be issued by
the Monitoring Agency, provide an item-by-item description for all the expense heads under each object of the
Issue until the Gross Proceeds have been utilised in full.
Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains
unutilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further,
our Company, on a quarterly basis, shall include the deployment of the Gross Proceeds under various heads, as
applicable, in the notes to our quarterly financial performance. Our Company will indicate investments, if any, of
unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchanges.
In accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Gross Proceeds from the Objects as stated above; and (ii) details of category wise variations in the actual
utilisation of the Gross Proceeds from the Objects as stated above. Pursuant to Regulation 32(3) and Part C of
Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and applications of the Gross Proceeds. The Audit Committee shall 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 the Red Herring Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such
disclosure shall be made only until such time that all the Gross Proceeds have been utilised in full. The statement
shall be certified by the Statutory Auditors of our Company in accordance with Regulation 32(5) of SEBI Listing
Regulations and such certification shall be provided to the Monitoring Agency.
Variation in the Objects
In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects
unless our Company is authorized to do so by way of a special resolution of its Shareholders. In addition, the
notice issued to the Shareholders in relation to the passing of such special resolution (“Notice”) shall specify the
prescribed details and be published in accordance with the Companies Act 2013. The Notice shall simultaneously
be published in the newspapers, one in English, one in Hindi and one in Marathi, the vernacular language of the
jurisdiction where our Registered Office is situated. Pursuant to Section 13(8) of the Companies Act 2013, the
138Promoters or Shareholders in control will be required to provide an exit opportunity to such Shareholders who do
not agree to the proposal to vary the Objects, subject to the provisions of the Companies Act 2013 and in
accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance
with the Companies Act 2013 and the SEBI ICDR Regulations.
Appraising entity
None of the Objects for which the Net Proceeds will be utilized have been appraised by any bank/ financial
institution/ agency. For further details, see “Risk Factors – Our Company proposes to utilize approximately
43.14% of the Gross Proceeds of the Issue towards funding the Proposed Acquisitions from K-12 HoldCos which
are affiliates of our Promoters. We may not be able to achieve anticipated benefits following the acquisition of K-
12 Assets, which may adversely affect our business, results of operations, financial condition, and cash flows.” on
page 43.
Other confirmations
Other than as set out under our Objects of the Issue 1 above, no part of the Net Proceeds will be paid to our
Promoters, member of the Promoter Group, Directors, Group Companies, Key Managerial Personnel or Senior
Management. Our Company has neither entered into nor has planned to enter into any arrangement/ agreements/
transactions with our Promoters, member of the Promoter Group, Directors, Key Managerial Personnel, Senior
Management or our Group Companies in relation to the utilization of the Net Proceeds. Further, there are no
material existing or anticipated interest of such individuals and entities in the objects of the Issue except as set out
above. For further details, see “Risk Factors – Our Company proposes to utilize approximately 43.14% of the
Gross Proceeds of the Issue towards funding the Proposed Acquisitions from K-12 HoldCos which are affiliates
of our Promoters. We may not be able to achieve anticipated benefits following the acquisition of K-12 Assets,
which may adversely affect our business, results of operations, financial condition, and cash flows.” on page 43.
139BASIS FOR ISSUE PRICE
The Price Band and Issue Price will be determined by our Company in consultation with the Book Running Lead
Managers, 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 ₹1 each and the Issue Price is [●] times the face value. Investors should refer to “Risk Factors”, “Our
Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 39, 293, 380 and 501, respectively, to have an informed
view before making an investment decision.
1. Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are set forth below:
a. Largest institutionalized and independent education platform in India trusted by leading
education groups
• Our student accommodation portfolio comprises 66,272 beds as of August 31, 2025, which
according to the CBRE Report, represents approximately 1.7 times the capacity of the next
largest PMSA player and approximately five times that of the third largest.
• According to the CBRE Report, with our 13 operational schools across nine locations in India
and Dubai in Gulf Cooperation Council (GCC), we are the largest player in terms of owning K-
12 schools in India, approximately twice the size of the next largest institutional property owner
from India.
• Despite our scale, as of Academic Year 2024-25, we serve only approximately 0.83% of the
TAM of 11.45 million total student enrollment in India, according to the CBRE Report,
indicating significant future growth opportunities. We believe our scale and track record
provides us with strategic advantages in serving several large education groups, across both K-
12 and higher education segments.
• Our institutionalized operations enable us to deliver consistent, quality services, drive
operational efficiencies, and develop a deep understanding of student needs, establishing us as
a preferred brand for HEIs and K-12 schools
b. Strong operational capabilities and superior asset management expertise
• We have established strong operating capabilities across the value chain, including pipeline
sourcing, development, acquisition, asset repositioning, infrastructure management, and student
experience management. We believe, our strong operational capability is reflected in the growth
of our student accommodation portfolio, which increased to 66,272 Owned Beds and Managed
Beds as of August 31, 2025 from 44,508 Owned Beds & Managed Beds in the Financial Year
2023, including the acquisition of ScholarZ.
• We actively optimize our bed inventory to meet demand and enhance monetization
opportunities through organic expansion on existing campuses. We also regularly undertake
asset enhancement initiatives across our portfolio to drive growth beyond inbuilt escalations,
enhance the student experience and support fee increases.
c. Commitment to superior student experience and well being
• We are committed to providing a quality, student-centric experience across our student
accommodations and K-12 Assets. Our student accommodations and K-12 Assets are designed
to create a ‘home away from home’, with a focus on student satisfaction, well-being and a
quality learning environment. This commitment is reflected in the modern amenities and robust
support systems we provide.
140• We leverage technology throughout the student journey, from onboarding and fee payment to
daily service requests. Our student-facing mobile applications, delivered in collaboration with
third-party vendors, provide on-demand staff support, event updates, facility bookings for sports
complexes and streamlined payments, ensuring a seamless and standardized experience for
students on our HEI campuses.
d. Strategically located, quality modern portfolio
• According to the CBRE Report, we are present across four of the top five K-12 educational
hubs and three of the top six HEI educational hubs, including cities like Jaipur in Rajasthan,
Hyderabad in Telangana, Pune in Maharashtra, Bengaluru and Mangalore in Karnataka,
Chennai and Coimbatore in Tamil Nadu. Institute credentials and quality student
accommodation allow us to maintain strong occupancy rates at our university campuses.
• During Academic Year 2024-2025, the occupancy rates across our Owned Portfolio was
99.47%, compared to the estimated national average which according to the CBRE Report is
85-90% for our TAM
• According to the CBRE Report, K-12 Assets in prominent cities such as Hyderabad in
Telangana, Chennai in Tamil Nadu and Pune in Maharashtra are strategically located near dense
residential areas and are well-connected to transport and social infrastructure. Our K-12 Assets
in these cities are operated by well recognized players. In April 2025, we expanded into the
GCC region with the acquisition of HIS Dubai, capitalizing on the attractiveness of Dubai
(UAE), which according to the CBRE Report, is due to Dubai’s government support, a wealthy
and diverse population and growing demand for high-quality education.
e. Derisked business model with clear cash flow visibility and consistent growth and profitability
• We employ a mix of asset ownership and asset-light management, optimizing capital
deployment and enhancing returns. Our track record in managing beds over the past three years
highlights our operational capabilities to educational institutions, positioning us as their trusted
collaborator for their ongoing and future expansion.
• We typically enter into long-term contracts with HEIs and K-12 Operators, under which we
own the asset and entitled to occupancy guarantees which provides stable revenue, as well as
protections linked to inflation and operating costs. We have a proven track record of realizing
these contractual escalations over the past eight years
• Our total income, increased at a CAGR of 14.44% to ₹3,941.27 million for the Financial Year
2025 from ₹3,009.17 million for the Financial Year 2023. Further, our Return on Adjusted
Capital Employed has increased to 10.02% for the Financial Year 2025 from 9.78% for the
Financial Year 2023
f. Highly experienced senior management team, backed by a marquee institutional investor
• Our management team’s deep domain expertise and strategic leadership has been instrumental
in scaling our portfolio. Our team has in-depth experience in education, real estate investment,
facility management, project management, real estate development and financial control. Our
key managerial personnel have several years of relevant industry experience.
For further details, see “Our Business – Our Competitive Strengths” on page 301, respectively.
2. Quantitative Factors
Certain information presented below relating to us is based on the Restated Consolidated Financial Information.
For details, see “Restated Consolidated Financial Information” on page 380.
Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:
1411. Restated basic and diluted earnings per Equity Share, along with weighted average basic and
diluted (“EPS”):
On Restated Basis On Pro Forma Basis*
Year ended Basic EPS(₹) Diluted EPS(₹) Basic EPS(₹) Diluted EPS(₹) Weight
March 31, 2025 23.81 23.81 [●] [●] 3
March 31, 2024 17.94 17.86 [●] [●] 2
March 31, 2023 13.11 13.05 [●] [●] 1
Weighted Average 20.07 20.04 [●] [●]
* The details shall be provided post the finalisation of the price band by our Company at the stage of the Red Herring Prospectus
or the filing of the price band advertisement.
Notes:
1. EPS calculations are in accordance with Ind AS 33 (Earnings per share).
2. The ratios have been computed as below:
3. Basic earnings per Equity Share (₹) = Restated Profit/ (loss) for the year attributed to Equity Shareholders of our company
for the year divided by weighted average number of Equity Shares outstanding during the year
4. Diluted earnings per Equity Share (₹) = Restated Profit/ (loss) for the year attributed to Equity Shareholders of our company
for the year divided by weighted average number of dilutive Equity Shares outstanding during the year
5. Our Company had 22.11 million weighted average number of Equity Shares bearing face value of ₹1 each for Fiscal 2025,
22.12 million weighted average number of Equity Shares bearing face value of ₹1 each for Fiscal 2024 and 2023 for basic
EPS. Our Company had 22.11 million weighted average number of Equity Shares bearing face value of ₹1 each for Fiscal
2025, 22.22 million weighted average number of Equity Shares bearing face value of ₹1 each for Fiscal 2024 and 2023 for
diluted EPS.
6. 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 result by total aggregate weight.
7. 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.
2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price
(no. of times) * (no. of times)*
Company
Based on basic EPS [●] [●]
Based on diluted EPS [●] [●]
On Proforma Basis
Based on basic EPS [●] [●]
Based on diluted EPS [●] [●]
* The details shall be provided post the finalisation of the price band by our Company at the stage of the Red Herring Prospectus
or the filing of the price band advertisement.
3. Industry Peer Group P/E ratio
Our Company owns, operate and manage on-campus student accommodation across higher education
institutions (“HEIs”) and own K-12 Assets. We are the largest institutionalized and independent
education platform engaged in owning, operating and managing on-campus student accommodation
across HEIs and owning K-12 Assets in India by student capacity as of August 31, 2025, according to
the CBRE Report. We are the only institutional entity with a presence in both K-12 education and the
organized on-campus PMSA segment in India according to CBRE Report. There are no listed companies
in India whose business portfolio is comparable with that of our Company’s business and comparable to
our Company’s scale of operations. Accordingly, it is not possible to provide an industry comparison in
relation to our Company.
4. Return on Net Worth (“RoNW”)
Financial Year ended On Restated Basis On Proforma Basis
RoNW (%) RoNW (%) Weight
March 31, 2025 7.49% 6.74% 3
March 31, 2024 6.05% 1.57% 2
March 31, 2023 5.03% 3.13% 1
Weighted Average RoNW 6.60% 4.41%
Notes:
1. Return on Net Worth (RoNW) (%) is calculated as Restated Profit / (loss) for the year divided by the Net Worth at the end of
the respective year.
1422. Net worth means the aggregate value of the paid-up share capital and other equity wherein other equity includes retained
earnings, employee share based payment reserve, securities premium and capital reserve but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
3. The Weighted Average Return on Net Worth is a product of Return on Net Worth of the company and respective assigned
weight, dividing the resultant by total aggregate weight.
5. Net Asset Value per Equity Share
Net Asset Value per Equity Share (₹)
As on March 31, 2025 317.90
As on March 31, 2025 (On Proforma Basis) ^ [●]
After the Issue [●]
- At the Floor Price^ [●]
- At the Cap Price^ [●]
At Issue Price* [●]
^ To be computed after finalisation of the Price Band
* To be determined on conclusion of the Book Building Process
Notes:
1. Net Asset Value per Equity Share is calculated by dividing Net worth as at the end of the year by Closing Number of Equity
Shares
2. Net worth means the aggregate value of the paid-up share capital and other equity wherein other equity includes retained
earnings, employee share based payment reserve, securities premium and capital reserve but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
6. Comparison of accounting ratios with listed industry peers
Our Company owns, operate and manage on-campus student accommodation across higher education
institutions (“HEIs”) and own K-12 Assets. We are the largest institutionalized and independent
education platform engaged in owning, operating and managing on-campus student accommodation
across HEIs and owning K-12 Assets in India by student capacity as of August 31, 2025, according to
the CBRE Report. We are the only institutional entity with a presence in both K-12 education and the
organized on-campus PMSA segment in India according to CBRE Report. There are no listed companies
in India whose business portfolio is comparable with that of our Company’s business and comparable to
our Company’s scale of operations. Accordingly, it is not possible to provide an industry comparison in
relation to our Company. This absence of directly comparable publicly available information may affect
investors’ ability to assess our relative performance, industry position, and future projects.
Key Performance and Financial Indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyze our business
performance, which in result, help us in analyzing the growth of business. Our Company considers that the KPIs
set forth below are the ones that may have a bearing for arriving at the basis for the Issue Price. The Bidders can
refer to the below-mentioned KPIs, being a combination of key financial and operational metrics, to make an
assessment of our Company’s performance in various business verticals and make an informed decision. All the
KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated September
27, 2025 and certified by September 27, 2025 on behalf of the management of our Company by way of certificate
dated September 27, 2025. The management and the members of the Audit Committee have confirmed that the
KPIs disclosed below have been identified and disclosed in accordance with the SEBI ICDR Regulations and the
industry standards on key performance indicators disclosures in the draft offer document and offer document.
Further, the management and the Audit Committee have confirmed that the verified and certified details of all the
KPIs pertaining to our Company that have been disclosed to earlier investors at any point of time during the three
years period prior to the filing of this Draft Red Herring Prospectus have been disclosed in this section. Further,
the Audit Committee have also confirmed that there are no KPIs pertaining to our Company that have been
disclosed to our Promoters, members of Promoter Group, employees or Directors of our Company and
Subsidiaries in their capacity as a shareholder of the Company at any point of time during the three years prior to
the filing of the DRHP.
Further, the KPIs disclosed herein have been certified by N B T and Co, Chartered Accountants (FRN No.
140489W), by their certificate dated September 28, 2025, which has been included as part of the “Material
Contracts and Documents for Inspection” on page 626
We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations – Key Performance
Indicators (“KPIs”)” on page 15. Bidders are encouraged to review the Ind AS financial statements and not to
rely on any single financial or operational KPI to evaluate our business.
143Our 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 our Board of our Company), until the later of (a) one
year after the date of listing of the Equity Shares on the Stock Exchanges; and (ii) complete utilisation of the
proceeds of the Issue, or for such other duration as may be required under the SEBI ICDR Regulations.
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set
forth below.
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 below, 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 Financial Information. 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, including
peer companies, and hence their comparability may be limited. Therefore, these KPIs should not be considered in
isolation or construed as an alternative to Ind AS measures 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 operating results and trends and in comparing our financial
results with other companies in our industry.
S. No Key Performance Units Explanation/Rationale for the KPI
Indicator
1. Total Income INR Mn Total income represents the scale of our business as well as provides
information regarding operating and non-operating income
2. % growth in Total % % growth in Total Income provides information regarding the growth of
Income our business for the respective year
3. Revenue from INR Mn Revenue from operations is used to track the revenue of our business
Operations operations and in turn helps assess the overall financial performance of
our Company and size of our operations
4. % growth in Revenue % Revenue growth (%) represents year-on-year growth of our business
from Operations operations in terms of revenue from operations generated by us
5. EBITDA INR Mn EBITDA provides information regarding the operational efficiency of
our business
6. EBITDA Margin % EBITDA margin (%) is an indicator of the operational profitability and
financial performance of our business
7. Earnings before INR Mn Provides information regarding the operational efficiency of our business
Interest, Tax, after taking into consideration exceptional items
Depreciation and
amortisation and
exceptional items
8. % Margin of Earnings % It is an indicator of the operational profitability and financial
before Interest, Tax, performance of our business after taking into consideration exceptional
Depreciation and items
amortisation and
exceptional items
9. Profit / (loss) for the INR Mn Profit/ (loss) for the year provides information regarding the overall
year profitability or loss of our business
10. Profit/(loss) margin for % Profit/(loss) margin for the year is an indicator of the overall profitability
the year and financial performance of our business
11. Net Debt INR Mn Net debt provides information regarding the leverage and liquidity
profile and is used to track the net debt of our Company
12. Net Debt to EBITDA Number Net Debt to EBITDA provides information regarding the leverage of the
Company as against the EBITDA to track financial health of the
Company
13. Return on Adjusted % Return on adjusted capital employed is used to measure how efficiently
capital employed our Company utilizes its capital to generate profit.
14. No. of Cities Number No. of Cities highlights total number of cities where the Company owns,
manages and operates its assets
15. No. of HEIs Number No. of HEIs refers to Higher Education Institutions with whom the
Company has entered into arrangements for owned or managed student
accommodation business
144S. No Key Performance Units Explanation/Rationale for the KPI
Indicator
16. No. of Owned Beds Number No. of Owned Beds means total number of beds capacity in the owned
portfolio of the company
17. Occupancy (Owned % Occupancy of Owned beds is a measure of Company’s utilization of the
Beds) Owned Beds
18. No. of Managed Beds Number No. of Managed Beds means total number of beds managed by the
company as part of our Managed Portfolio
19. No. of K-12 Assets Number No. of K-12 Assets tracks total K-12 Assets in a particular year
Details of our KPIs as at/ for the Fiscal/Academic Years
Key Units Company Company (Proforma)
Performance As of and for the Fiscal ended As of and for the Fiscal ended
Indicators March March March March 31, March 31, March 31,
31, 2025 31, 2024 31, 2023 2025 2024 2023
Total Income(1) INR 3,941.27 3,626.08 3,009.17 5,914.18 5,443.70 4,501.24
Mn
% growth in Total % 8.69% 20.50% NA* 8.64% 20.94% NA*
Income(2)
Revenue from INR
3,698.11 3,470.01 2,925.01 5,591.55 5,212.23 4,345.83
Operations Mn
% growth in %
Revenue from 6.57% 18.63% NA* 7.28% 19.94% NA*
Operations(3)
EBITDA(4) INR 2,593.16 2,201.29 1,866.37 4,076.57 3,577.03 3,026.29
Mn
EBITDA % 65.80% 60.71% 62.02% 68.93% 65.71% 67.23%
Margin(5)
Earnings before INR 2,699.89 2,301.95 2,034.69 4,183.30 3,677.69 3,194.61
Interest, Tax, Mn
Depreciation and
amortisation and
exceptional items
(6)
% Margin of % 68.50% 63.48% 67.62% 70.73% 67.56% 70.97%
Earnings before
Interest, Tax,
Depreciation and
amortisation and
exceptional items
(7)
Profit / (loss) for INR 526.51 396.89 290.03 903.43 196.04 372.85
the year(8) Mn
Profit/(loss) % 13.36% 10.95% 9.64% 15.28% 3.60% 8.28%
margin for the
year(9)
Net Debt(10) INR 6,952.89 7,303.07 8,399.82 13,938.57 12,886.56 13,974.38
Mn
Net Debt to Number 2.68 3.32 4.50 3.42 3.60 4.62
EBITDA(11)
Return on % 10.02% 9.72% 9.78% 9.30% 9.51% 9.04%
Adjusted Capital
Employed (12)
No. of Cities Number 5 5 5 19 18 17
No. of HEIs Number 4 4 4 15 13 12
No. of Owned Number 17,995 17,995 16,540 17,995 17,995 16,540
Beds
Occupancy % 99.47% 99.92% 99.75% 99.47% 99.92% 99.75%
(Owned Beds)(13)#
No. of Managed Number 6,231 3,783 - 45,828 34,005 27,968
Beds
No. of K-12 Number NA NA NA 16 13 12
Assets(14)
* This information has not been included as the corresponding comparative period is not included in this Draft Red Herring Prospectus.
145# Average for the relevant Academic Year
Notes:
(1) Total Income means revenue from operations plus other income for the year.
(2) Total Income growth (%) is calculated as a Total Income of the relevant year minus Total Income of the preceding year, divided by the
Total Income of the preceding year.
(3) Revenue Growth (%) is calculated as a Revenue from Operations of the relevant year minus Revenue from Operations of the preceding
year, divided by the Revenue from operations of the preceding year.
(4) EBITDA = Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense plus finance costs during the year.
(5) EBITDA margin (%) = EBITDA for the year divided by Total Income for the year.
(6) Earnings before Interest, Tax, Depreciation and amortization and exceptional items = Profit/ (loss) for the year plus total tax expense
plus depreciation & amortisation expense plus finance costs plus exceptional items during the year.
(7) % Margin of Earnings before Interest, Tax, Depreciation and amortisation and exceptional items = Profit/ (loss) for the year plus total
tax expense plus depreciation & amortisation expense plus finance costs plus exceptional items during the year divided by Total Income
for the year.
(8) Profit / (loss) for the year = Total Income minus Total Expenses minus exceptional items minus total tax expense for the year.
(9) Profit/(loss) margin for the year (%) = Profit/(loss) for the year divided by the total income for the year
(10) Net Debt = Non-current borrowings plus current borrowings minus cash and cash equivalents, bank balances other than cash and cash
equivalents, fixed deposits with maturity between 3 to 12 months and more than 12 months and balances with banks to the extent held
as margin money or security, current investment in mutual funds as at the end of the year. For Net Debt on proforma basis, cash and
cash equivalents further excludes impact of cash component of capital instruments issued subsequent to the respective balance sheet
dates i.e. INR 1,810.00Mn as at March 31, 2024 & INR 2,579.03Mn as at March 31, 2023.
(11) Net Debt to EBITDA = Net Debt as at the end of the year divided by EBITDA for the respective year.
(12) Return on Adjusted Capital Employed is calculated as Earnings before interest, tax and exceptional items for the year divided by Adjusted
Capital Employed for the respective year. Earnings before interest, tax and exceptional items is computed as Profit plus total tax expense
plus finance cost plus exceptional items for the respective year. Adjusted Capital Employed is calculated as Total Equity plus Debt plus
deferred tax liabilities less deferred tax asset plus current and non-current deferred purchase consideration as at the end of the year.
For Return on Adjusted Capital Employed on proforma basis, Adjusted Capital Employed further excludes cash impact of acquisition
adjustment of Dubai entity as at the end of the year.
(13) Occupancy (Owned Beds) is calculated as total Owned Beds occupied in the year divided by total Owned Beds in the respective year.
(14) No. of K-12 Assets refers to K-12 Assets as at the end of the year.
Comparison of KPIs with listed industry peers
Our company owns, operate and manage on-campus student accommodation across higher education institutions
(“HEIs”) and own K-12 Assets. Unlike other operators that are active in either K-12 or student accommodation
segment. We are the largest institutionalized and independent education platform engaged in owning, operating
and managing on-campus student accommodation across HEIs and owning K-12 Assets in India by student
capacity as of August 31, 2025, according to the CBRE Report we are the only institutional entity with a presence
in both K-12 education and the organized on-campus PMSA segment in India according to CBRE Report. There
are no listed companies in India whose business portfolio is comparable with that of our Company’s business and
comparable to our Company’s scale of operations. Accordingly, it is not possible to provide an industry
comparison in relation to our Company. This absence of directly comparable publicly available information may
affect investors’ ability to assess our relative performance, industry position, and future projects.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our
Business”, and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on
pages 293 and 501, respectively.
The KPIs set out above are not standardised terms and accordingly a direct comparison of such KPIs between
companies may not be possible. Other companies may calculate such KPIs differently from us.
Comparison of KPIs based on additions, dispositions or proposed acquisition to our business
Our Company has not made any additions, dispositions or proposed acquisition to its business during the Fiscals
2025, 2024 and 2023.
Pursuant to the cancellation and transfer agreement dated April 9, 2025, entered into between our Company and
MAHE all rights, title, and interest in the five hostel buildings of HEI Karnataka have been sold and business
from HEI Karnataka is ceased, for an aggregate consideration of ₹ ₹2,075.00 million.
In addition to the above, since April 1, 2025, we have completed the acquisitions of the student accommodation
business of Zolostays Property Solutions Private Limited by Elevate Hostel Management Services Private Limited
(formerly Good Host Spaces Management Services Private Limited) (“ScholarZ”), Souk HIS Holdings Pte. Ltd.
and Souk NLCS Holdings Pte. Ltd., and we intend to acquire IS Chintamani; IS Tumkur; IS Kadiri; IS Korba; IS
Gurgaon; St. Michael’s; PE Kanakapura; PE Bangalore; PE Ramanagara; PE Hyderabad; PE Bowenpally; PE
Hisar; PE Chennai and CE Bangalore (collectively, the “K-12 Entities and Campuses”) with the Net Proceeds of
146the Issue (the “Proposed Acquisitions”). Illustrative impact of these acquisitions is disclosed in KPIs on proforma
basis disclosed above.
Particulars Company
March 31, March 31, March 31, Explanation
2025 2024 2023
Revenue from 3,698.11 3,470.01 2,925.01 The impact of all acquisitions undertaken or proposed to
Operations be undertaken April 1, 2025, including the acquisitions of
Growth in 6.57% 18.63% NA the student accommodation business of Zolostays
Revenue from Property Solutions Private Limited by Elevate Hostel
Operations Management Services Private Limited (formerly Good
EBITDA 2,593.16 2,201.29 1,866.37 Host Spaces Management Services Private Limited)
(“ScholarZ”), Souk HIS Holdings Pte. Ltd. and Souk
NLCS Holdings Pte. Ltd., and the Proposed Acquisitions
have been illustrated as part of the Proforma Financials.
The Revenue Contribution from HEI Karnataka in
Fiscals 2025, 2024 and 2023 respectively, being 5.20%,
5.20% and 5.10% of the Revenue from Operations of the
respective Fiscals and the consideration of ₹2,075.00
million. The said consideration has been received by the
Company.
7. Weighted average cost of acquisition, Floor Price and Cap Price
(i) The price per share of our Company (as adjusted for corporate actions, including split, bonus
issuances) based on primary issuances of Equity Shares or convertible securities (excluding Equity
Shares issued under the ESOP Scheme and issuance of Equity Shares pursuant to a bonus issue)
during the 18 months preceding the date of the Draft 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”) based on the primary/ new issue of shares (equity/ convertible securities)
Other than as disclosed below, the Company has not issued any Equity Shares or convertible securities
(“Security(ies)”), excluding shares issued under ESOP/ESOS and issuance of bonus shares, as
applicable, during the 18 months preceding the date of this certificate, where such issuance is equal to or
more that 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Issue
capital before such transaction/s and excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together over a span of rolling 30 days:
Date of Nature No. of Face Issue/Transfer Nature of Nature of Total
allotment of specified value per price per allotment consideration Consideration
specified security specified specified (in ₹ Million)
security security security (₹)
(₹)
Primary issuances
September CD 52,500,000 200.00 200.00 Private Cash 10,500.00
24, 2025 Placement
Weighted average cost of acquisition (WACA) (primary issuances)(₹ per specified security) 200.00
(ii) The price per share of the Company (as adjusted for corporate actions, including bonus issuances)
based on secondary sale/ acquisitions of shares (equity/ convertible securities) (excluding gifts)
involving any of the Promoters, members of the Promoter Group, or Shareholder(s) with rights to
nominate director(s) during the 18 months preceding the date of filing of the DRHP/ RHP/Prospectus,
where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of
the Company (calculated based on the pre-issue capital before such transaction/s and excluding
employee stock options granted but not vested), 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 any convertible securities
(“Security(ies)”), where the Promoter, members of the promoter group or shareholder(s) having the right
to nominate director(s) in the board of directors of the Company are a party to the transaction (excluding
147gifts), during the 18 months preceding the date of this certificate, where either acquisition or sale is equal
to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the
pre-Issue capital before such transaction/s and excluding employee stock options granted but not vested),
in a single transaction or multiple transactions combined together over a span of rolling 30 days
(iii) Since there are no such transactions under (i) and (ii) above, the following are the details of the
price per share of the Company basis the last five primary or secondary transactions (secondary
transactions where the Promoters, members of the Promoter Group or other Shareholder(s)
having the right to nominate director(s) on the Board, are a party to the transaction), not older
than three years prior to the date of this certificate irrespective of the size of transactions
Not applicable
(iv) Weighted average cost of acquisition, floor price and cap price
The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based
on Primary Issuances and Secondary Transactions as disclosed below:
Past transactions Weighted average Floor Price ₹ [●]* Cap Price ₹ [●]*
cost of acquisition
per Equity Share
(₹)#
Weighted average cost of acquisition of 200.00 [●] [●]
Primary Issuances
Weighted average cost of acquisition of Not applicable [●] [●]
Secondary Transactions
Weighted average cost of acquisition (WACA) of equity shares as disclosed in point (iii) above
Based on the primary issuances Not applicable [●] [●]
undertaken during the last
three years
Based on the secondary transactions Not applicable [●] [●]
undertaken during the last three years
* To be updated at the Prospectus stage.
# As certified by N B T and Co, Chartered Accountants (FRN No. 140489W) by their certificate dated September 28, 2025.
(v) Detailed explanation for Issue Price/ Cap Price being [●] times of weighted average cost of
acquisition of primary issuances /secondary transactions of Equity Shares (as disclosed above)
along with our Company’s KPIs and financial ratios for Fiscal 2025, 2024 and 2023
[●]*
* To be included on finalisation of Price Band.
(vi) Explanation for the Issue Price/ Cap Price, being [●] times of weighted average cost of acquisition
of primary issuances/secondary transactions of Equity Shares (as disclosed above) in view of the
external factors which may have influenced the pricing of the Issue.
[●]*
*To be included on finalisation of Price Band.
Justification of the Cap Price
[●]*
*To be included on finalisation of Price Band.
(vii) 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 Bidders for Equity Shares, as determined through the Book Building
Process, and is justified in view of the above qualitative and quantitative parameters.
148Investors should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Restated
Consolidated Financial Information” on pages 39, 293 and 380, respectively, to have a more informed view. The
trading price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk Factors”
on page 39 and you may lose all or part of your investments.
149STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
STATEMENT OF SPECIAL TAX BENEFITS UNDER DIRECT AND INDIRECT TAX LAWS
AVAILABLE TO THE COMPANY, ITS SHAREHOLDERS AND ITS MATERIAL SUBSIDIARIES
The Board of Directors
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Naman Midtown, Unit No 902 – 906, 9th Floor,
Tower B, Senapati Bapat Marg,
Lower Parel, Mumbai 400013.
Dear Sirs / Madam,
Sub: Statement of Special Tax Benefits available to Elevate Campuses Limited (formerly known as Good
Host Spaces Limited) (the “Company”), its shareholders and its material subsidiaries viz. Good Host Spaces
(Sonipat) Private Limited and Good Host Spaces (Jagdishpur) Private Limited under the Indian tax laws
1. We hereby confirm that the enclosed Annexure I and Annexure II (together referred as (“Annexures”),
prepared by the Company, provides the special tax benefits available to the Company, its shareholders
and its material subsidiaries viz. Good Host Spaces (Sonipat) Private Limited and Good Host Spaces
(Jagdishpur) Private Limited, as stated in the Annexures, 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 (referred to as the “Direct
Tax Laws”) and presently in force in India; and
• the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017 and the respective State Goods and Service Tax Act, 2017 read with Rules, Circulars and
Notifications (the “GST Law”), the Customs Act, 1962 and the Customs Tariff Act, 1975 (the
“Customs Law”) as amended and presently in force in India (GST Law and Customs Law
collectively referred to as “Indirect Tax Laws”).
Direct Tax Laws and Indirect Tax Laws are collectively referred to as the “Tax Laws”. Several of these
benefits are dependent on the Company, its shareholders and its material subsidiaries fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company,
its shareholders and its material subsidiaries 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, its
shareholders and its material subsidiaries 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 the enclosed Annexures
are 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 issue.
3. We do not express any opinion or provide any assurance as to whether:
i) the Company, its shareholders and its material subsidiaries 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.
1505. This Statement is issued solely in connection with the proposed Initial Public Offer 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 B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Membership Number: 112773
UDIN: 25112773BMSBUD7943
Mumbai
September 26, 2025
151ANNEXURE 1: STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY, ITS MATERIAL SUBSIDIARIES IN INDIA VIZ. GOOD HOST SPACES (SONIPAT)
PRIVATE LIMITED AND GOOD HOST SPACES (JAGDISHPUR) PRIVATE LIMITED, AND THE
SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE TAX LAWS IN INDIA
1. Outlined below are the special direct tax benefits available to the Company, its material subsidiaries in
India viz. Good Host Spaces (Sonipat) Private Limited and Good Host Spaces (Jagdishpur) Private
Limited, and its shareholders under the Income-tax Act, 1961 read with rules, circulars, and notifications
thereunder (hereinafter referred to as ‘IT Act’), as amended by the Finance Act 2025, applicable for
Financial Year (‘FY’) 2025-26 relevant to Assessment Year (‘AY’) 2026-27 and presently in force in
India.
2. Special direct tax benefits available to the Company
The following special tax benefits are available to the Company after fulfilling conditions as per the
respective provisions of the relevant tax laws.
Concessional corporate tax rate under Section 115BAA of the IT Act
In terms of section 115BAA of the IT Act, domestic companies are entitled to avail a concessional tax
rate of 22% (plus 10% surcharge and 4% cess) on fulfilment of certain conditions. The option to apply
this tax rate was available from FY 2019-20 relevant to AY 2020-21 and the option once exercised shall
apply to subsequent AYs. The concessional rate is subject to a company not availing specified deductions
as provided in the IT Act.
Further, provisions of MAT under section 115JB of the IT Act shall not be applicable to companies
availing this tax rate, thus, any carried forward MAT credit also cannot be claimed.
The Company has opted for concessional rate under section 115BAA of the IT Act from FY 2019-20
onwards.
Deduction in respect of additional employee cost - section 80JJAA of the IT Act:
As per section 80JJAA of the IT Act, an assessee subject to tax audit under section 44AB of the IT Act,
is entitled to claim a deduction of an amount equal to 30% of additional employee cost (pertaining to
specified category of employees) incurred in the course of business in the previous year, for three
assessment years including the assessment year relevant to the previous year in which such employment
is provided, subject to the fulfillment of prescribed conditions therein. The deduction under section
80JJAA is available even where the Company opts for concessional tax rate under section 115BAA of
the IT Act.
Deduction in respect of inter-corporate dividends - section 80M of the IT Act:
As per section 80M of the IT Act, a resident corporate shareholder can claim a deduction of an amount
equal to dividends received from another domestic company or a foreign company or a business trust.
Such deduction shall be claimed from gross total income of the resident corporate shareholder and shall
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 IT Act. The deduction under section 80M is available even if domestic
company opts for concessional tax rate under section 115BAA of the IT Act.
Buy-back taxation with effect from 1 October 2024:
With effect from 1 October 2024, any buyback undertaken by the Company would not be taxable in the
hands of the Company, but instead the gross buyback proceeds shall be taxable in the hands of the
shareholders as deemed dividend at applicable tax rates.
For resident shareholders, the Company shall withhold tax at the rate of 10% under section 194 of the IT
Act. For non-resident shareholders, the Company shall withhold tax at the rate of 20% under Section 195
of the IT Act. It needs to be analysed whether any beneficial tax rate under the Double Taxation
Avoidance Agreement (‘DTAA’) can be availed by the shareholders.
152Capital gains taxation:
As per section 112 of the IT Act, where the total income of the assessee includes any income, arising
from the transfer of a long-term capital asset, which is chargeable under the head ‘Capital gains’, the tax
payable on the same shall be chargeable at the rate of 12.5% (plus applicable surcharge and health and
education cess).
As per section 112A of the IT Act, long-term capital gains arising from transfer of listed equity shares,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5% (plus applicable
surcharge and health and education cess) of such capital gains subject to fulfillment of conditions
prescribed under the IT Act. However, no tax under the said section shall be levied where such capital
gains does not exceed INR 1,25,000 in a financial year.
Further, as per section 111A of the IT Act, short term capital gains arising from transfer of listed equity
shares, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20% (plus
applicable surcharge and health and education cess) of such capital gains subject to fulfillment of
conditions prescribed under the IT Act.
3. Special direct tax benefits available to the material subsidiaries in India
The following special tax benefits are available to the material subsidiaries after fulfilling conditions as
per the respective provisions of the relevant tax laws.
Concessional corporate tax rate under Section 115BAA of the IT Act
In terms of section 115BAA of the IT Act, domestic companies are entitled to avail a concessional tax
rate of 22% (plus 10% surcharge and 4% cess) on fulfilment of certain conditions. The option to apply
this tax rate was available from FY 2019-20 relevant to AY 2020-21 and the option once exercised shall
apply to subsequent AYs. The concessional rate is subject to a company not availing specified deductions
as provided in the IT Act.
Further, provisions of MAT under section 115JB of the IT Act shall not be applicable to companies
availing this tax rate, thus, any carried forward MAT credit also cannot be claimed.
The Company has opted for concessional rate under section 115BAA of the IT Act.
Deduction in respect of additional employee cost - section 80JJAA of the IT Act:
As per section 80JJAA of the IT Act, an assessee subject to tax audit under section 44AB of the IT Act,
is entitled to claim a deduction of an amount equal to 30% of additional employee cost (pertaining to
specified category of employees) incurred in the course of business in the previous year, for three
assessment years including the assessment year relevant to the previous year in which such employment
is provided, subject to the fulfillment of prescribed conditions therein. The deduction under section
80JJAA is available even where the Company opts for concessional tax rate under section 115BAA of
the IT Act.
Buy-back taxation aspect with effect from 1 October 2024:
With effect from 1 October 2024, any buyback undertaken by the Company would not be taxable in the
hands of the Company, but instead the gross buyback proceeds shall be taxable in the hands of the
shareholders as deemed dividend at applicable tax rates. The sale proceeds for computation of capital
gain on buy-back of shares shall be Nil.
For resident shareholders, the Company shall withhold tax at the rate of 10% under section 194 of the IT
Act. For non-resident shareholders, the Company shall withhold tax at the rate of 20% under Section 195
of the IT Act. It needs to be analysed whether any beneficial tax rate under the DTAA can be availed.
Capital gains taxation:
As per section 112 of the IT Act, where the total income of the assessee includes any income, arising
from the transfer of a long-term capital asset other than asset covered under section 112A, which is
153chargeable under the head ‘Capital gains’, the tax payable on the same shall be chargeable at the rate of
12.5% (plus applicable surcharge and health and education cess).
As per section 112A of the IT Act, long-term capital gains arising from transfer of listed equity shares,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5% (plus applicable
surcharge and health and education cess) of such capital gains subject to fulfillment of conditions
prescribed under the IT Act. However, no tax under the said section shall be levied where such capital
gains does not exceed INR 1,25,000 in a financial year.
Further, as per section 111A of the IT Act, short term capital gains arising from transfer of listed equity
shares, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20% (plus
applicable surcharge and health and education cess) of such capital gains subject to fulfillment of
conditions prescribed under the IT Act.
4. Special direct tax benefits available to Shareholders under the IT Act
Capital gains taxation:
Following are the rates applicable on sale of listed equity shares on recognised stock exchange in India
as per Finance (No. 2) Act, 2024 for sale of equity shares taking place on or after 23 July 2024:
Particulars Long Term Short Term
Tax rate 12.5% (plus applicable 20% (plus applicable surcharge and
surcharge and cess) cess)
Period of holding More than 12 months Less than or equal to 12 months
Basic exemption limit INR 125,000 -
Dividend income taxation:
Dividend income earned by the shareholders would be taxable in their hands at the applicable rates.
The shareholder is eligible to claim deduction of interest expense wholly and exclusively incurred for
earning such dividend income under section 57 of IT Act. However, such deduction is restricted to 20
per cent of the dividend received.
Further, in case of shareholders who are individuals, Hindu Undivided Family, Association of Persons,
Body of Individuals, whether incorporated or not and every artificial juridical person, maximum rate of
surcharge on dividend would be restricted to 15%, irrespective of the amount of dividend.
In case of non-resident shareholders, dividend income will be taxable at 20% (plus applicable surcharge
and health and education cess).
DTAA benefits:
In respect of non-resident shareholders, the tax rates and consequent taxation shall be further subject to
any benefits under the applicable DTAA, if any, between India and the country in which the non-resident
shareholder has fiscal domicile and fulfillment of other conditions prescribed under the IT Act to avail
DTAA benefits.
5. Notes:
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.
The above statement of special tax benefits is as per the current direct tax laws relevant for the assessment
year 2026-27. Several of these benefits are dependent on the Company, its material subsidiaries or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.
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.
154This 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.
In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits
available under the relevant DTAA, if any, entered into between India and the country in which the non-
resident has fiscal domicile.
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.
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.
For Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Vinod Rao
Chief Financial Officer & Director
Mumbai
September 26, 2025
155ANNEXURE 2: STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY, ITS MATERIAL SUBSIDIARIES IN INDIA VIZ. GOOD HOST SPACES (SONIPAT)
PRIVATE LIMITED AND GOOD HOST SPACES (JAGDISHPUR) PRIVATE LIMITED, AND THE
SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE TAX LAWS IN INDIA
1. Outlined below are the special indirect tax benefits available to the Company, its material subsidiaries
in India viz. Good Host Spaces (Sonipat) Private Limited and Good Host Spaces (Jagdishpur) Private
Limited, and its shareholders under 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 read with rules, circulars and notifications (‘GST Act’), the Customs
Act, 1962 read with rules, circulars and notifications (‘Customs Act’) and the Customs Tariff Act, 1975
read with rules, circulars and notifications (‘Tariff Act’) as amended by the Finance Act 2025, i.e.,
applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27 (collectively referred
to as “Indirect Tax”) presently in force in India applicable for Financial Year 2025-26 relevant to
Assessment Year 2026-27 and presently in force in India.
2. Special Indirect tax benefits available to the Company
GST Act
The Company is entitled to below-mentioned specific indirect tax benefits, subject to compliance with
the conditions prescribed under the relevant provisions of applicable Indirect Tax laws.
• As per the GST Act, entry 27 of Notification No. 12/2017-Central Tax (Rate) dated 28 June
2017, the income derived from extending deposits, loans, or advances, to the extent that the
consideration is in the form of interest or discount, is exempt from the levy of GST.
• As per the GST Act, entry 12A of the Notification No. 12/2017- Central Tax (Rate) dated 28
June 2017, as amended by Notification No. 04/2024-Central Tax (Rate) dated 12-07-2024 with
effect from July 15, 2024, supply of accommodation services having value of supply less than
or equal to twenty thousand rupees per person per month provided that the accommodation
service is supplied for a minimum continuous period of ninety days is exempted from payment
of GST. Consequent to the Company availing the said exemption, proportionate input tax credit
attributable to such exempted services is being reversed in terms of section 17 of Central Goods
and Services Tax Act, 2017 read with Rule 42 and 43 of Central Goods and Services Tax Rules,
2017.
3. Special Indirect tax benefits available to the material subsidiaries in India
The material subsidiaries are also eligible to claim the above-mentioned Indirect Tax benefits as is
available to the Company.
4. Special Indirect tax benefits available to Shareholders under the IT Act
There are no special indirect tax benefits available to the shareholders of the Company under Indirect
tax regulations.
5. Notes:
The above statement of special tax benefits does not consider general tax benefits available to the
Company or shareholders of the Company. The above Statement covers only certain special tax benefits
under the Act, read with the relevant rules, circulars and notifications and does not cover any benefit
under any other law in force in India.
The above statement of special tax benefits sets out the provisions of the Indirect Tax laws 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.
The above statement covers only certain special tax benefits under the Indirect Tax laws, 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.
156Several of these benefits are dependent on the Company, its material subsidiaries or its shareholders
fulfilling the conditions prescribed under the relevant provisions of the Indirect Tax Laws.
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.
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.
For Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Vinod Rao
Chief Financial Officer & Director
Mumbai
September 26, 2025
157SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise specified, the information in this section is derived from the industry report titled “Industry
Report on the K-12 Education & Student Accommodation Section in India” dated September 26, 2025,(the
“CBRE Report”) which has been commissioned and paid for by our Company for an agreed fee and prepared
only for the purposes of confirming our understanding of the industry exclusively in connection with the Issue. The
CBRE Report will be available on the website of our Company at https://elevatecampuses.com/investors and has
also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 626.
We engaged CBRE South Asia Private Limited (“CBRE”), in connection with the preparation of the CBRE Report
on January 28, 2025. CBRE is an independent agency and not a related party of our Company, our Subsidiaries,
Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running Lead Managers.
The data included in this section includes excerpts from the CBRE Report and may have been re-ordered by us
for the purposes of presentation.
Unless otherwise indicated, all financial, operational, industry and other related information derived from the
CBRE Report and included herein, all references to a “year” in this Draft Red Herring Prospectus are to a calendar
year. For further details and risks in relation to commissioned reports, see “Internal Risk Factors – This Draft
Red Herring Prospectus contains information from third parties including an industry report prepared by an
independent third-party research agency, CBRE, which we have exclusively commissioned and paid for to confirm
our understanding of our industry exclusively in connection with the Issue and reliance on such information for
making an investment decision in the Issue is subject to inherent risks” on page 70 .
India Macro - Economic Overview
Over the last decade, India has grown from the world’s 10th largest economy to the 4th largest in FY 2025-261.
Since the 1991 economic reforms, it has steadily transitioned from a regulated, state-owned economy to a
liberalized market driven economy, with key reforms such as abolishing the industrial licensing, privatizing public
enterprises, reduction in import tariffs and opening up to foreign investments. In the following years, India’s Gross
Domestic Product (GDP) grew by approximately 15 times from US$0.28 trillion in FY 1991-92 to US$4.19
trillion in FY 2025-262 largely on the back of domestic consumption3 which has consistently ranged between
66%-67% of the GDP over the past decade4. The economy over the years has shown resilience to several negative
externalities including global economic slowdowns, oil price volatility, geopolitical events and recovered strongly
from events like the Global Financial Crisis of 2008 and COVID-195.
This section will cover India’s growth compared to the leading economies, key indicators for economic stability,
demographics, rising employment and consumption trends, as well as structural and education sector reforms
which have driven economic growth.
KEY ATTRIBUTES OF INDIAN ECONOMY
4th largest
Middle income
economy With a median age Consumption Increasing appeal
Healthy economic class with 432
(GDP- of 28.4 years, India driven economy as global
indicators million people
US$4.19 has the youngest where domestic investment
reinforcing macro- (~30% share of the
trillion) and and the largest consumption destination- 70% of
economic stability population) is
one of the workforce among accounts for ~ 66% India’s total FDI
growing both in
fastest
1 IMF Data Mapper April 2025
2 Second Advance Estimates of Annual Gros Domestic Product 2024-25, Economic Survey 2024-25 Statistical Appendix
3 Final consumption expenditure (formerly total consumption) is the sum of household final consumption expenditure (private consumption)
and general government final consumption expenditure (general government consumption)
4 Second Advance Estimates of Annual Gross Domestic Product 2024-25
5 Economic Survey 2023-24
158growing leading world share in GDP of the size and spending inflow witnessed
economies of economies by GDP7 country8 power9 post-201410
the world6
Indian economy: Last decade
India has witnessed nearly two-fold increase in its GDP and emerged as the fastest growing major economy despite
the COVID-19 pandemic, with increase in its per capita income from ~US$1,500 to US$2,500. It emerged as a
global pioneer in real time payments11 and became home to the world’s 3rd largest startup eco-system12.
Liberalized Foreign Direct Investment (FDI) policies in sectors such as defense, civil aviation, construction, and
education attracted significant foreign investments, with cumulative FDI inflows surpassing US$700 billion since
2014, accounting for around 70% of India’s total FDI inflow since 200013.
This period had a stable central government that has facilitated several structural reforms, including the
implementation of the Goods and Services Tax (GST), the Make in India initiative, and the introduction of the
Insolvency and Bankruptcy Code (IBC) amongst several others. These measures, along with reduced corporate
tax rates, strengthened the foundation for the country’s continued economic growth. Additionally, the government
has focused on digitization and innovation as key drivers of economic growth and global competitiveness.
Examples of such innovations include Aadhaar and Unified Payment Interface (UPI), which have revolutionized
access to identity and payments respectively, while technology is also being leveraged across a broad range of
society—improving financial inclusion, education access, and rural connectivity.
World’s fastest growing major economy
India recently surpassed Japan’s GDP, following the USA, China and Germany, contributing approximately 3.7%
of the global GDP in FY 2025-2614. It is also one of the fastest growing economies in the world with a CAGR of
6.8% during FY during 2014-2025 period15 (compared to the global average of 3.3%). Further, International
Monetary Fund (IMF) has forecasted a 6.5% p.a. growth in India’s real GDP16 up to FY 2028-29 and it is expected
to become the 3rd largest economy by FY 2028-29, with an estimated GDP of US$5.6 trillion, surpassing
Germany17.
6 PIB release on June 2025
7 UN World Population Prospectus 2024
8 PIB release on June 2025
9PRICE 360 survey 2021
10 Department of Promotion of Industry and Internal Trade
11 PIB release on January 2025
12 PIB release on February 2025
13 Department of Promotion of Industry and Internal Trade
14 PIB release on May 2025
15 IMF, Data Mapper April 2025
16 Real Gross Domestic Product (Real GDP) represents the total value of all goods and services produced within an economy in a specific
year, adjusted for inflation to reflect true economic output.
17 IMF Data Mapper Real GDP April 2025
159India GDP w.r.t global economies (select economies) in US$ trillion and real GDP growth
40 CAGR -2014 -2028(E) 8%
6.8%
35 5.5% India CAGR FY 2014-FY 2025:
5.1% 6.5% 6.8%andrealGDPgrowthtillFY 6%
5%
2029: 6.5% - highest among
30
4.1% largesteconomiesintheworld
3.2% 4%
25 4.4%
2.1% 1.6% 2.1% 2.30% 3.3%
20 1.3% 2%
1.0%
0.6% 1.5%
15 1.2%
1.1% 0.7% 0%
-1.4% -1.3%
10
-2%
5
652 728
.7 1.0 3.7
3
.0 1.9 1.5
2
0 .47 .46
.5
0 .22 .48
.6
9 .42 .40
.5
1 .38 .30
.5
9 .22 .38
.3
2 .24 .28
.2
5 .21 .24
.2
9 .04 .18
.1
4 .06 .07
.0
0 -4%
USA China Germany India Japan UK France Italy Brazil Indonesia World
L eca or ng oes mt y 1st 2nd 3rd 4th 5th 6th 7th 8th 10th 17th average
(GDP)
rank 2014 2025 2028E Real GDP Growth (%) 2025- 2028E CAGR 2014- 2025
Source: IMF estimates, Data mapper, April 2025
Note: IMF provides data for majority countries in Calendar Year (CY), the values for India are published in Fiscal Year (FY)
The IMF forecasts steady growth for the Indian economy driven by robust private consumption18. Ongoing
infrastructure reforms, innovation and financial inclusion are expected to strengthen Indian economy’s position as
a one of the fastest growing major economies in the world.
Key economic indicators
The stability of the Indian economy is underpinned by robust macroeconomic fundamentals and has demonstrated
resilience over the past decade, despite global challenges like high food, energy and commodity prices19.
Inflation environment: Post COVID-19, inflation surged in India, mirroring trends in western economies due to
supply chain disruptions and geopolitical conflicts. India’s inflation rose to 6.7% in FY 2022-23 which gradually
reduced to 4.2% in FY 2025-26, the lowest level in six years and within Reserve Bank of India’s (RBI) stated
tolerance range of 2-6%20. This decline was in contrast to the situation in select economies such as US, UK and
European Union (EU) where the inflation levels remained elevated in relation to their historical levels. India’s
18 PIB release on April 2025
19 RBI Annual report 2023
20 Ministry of Finance PIB released on July 2024
160inflation decline was driven by RBI’s monetary policy and government efforts to resolve supply-side issues,
enabling lower interest rates and a more stable growth environment.
Major world economies-Inflation rate (in %) 2019-2026(E)
8.6 India’sinflation-lowestinsixyears.Inflation
in select economies (as depicted below)
remained elevated when compared to their
6.7
6.2 6.6 historiclevels
5.5
5.4 5.7
4.8
4.7 4.3 4.1
3.5 3.3 4.7 4.2
3.6
2019 2020 2021 2022 2023 2024 2025 2026 E
China India UK USA EU World
Source: IMF estimates, Data mapper, April 2025
Note: IMF provides data for majority countries in Calendar Year (CY), the values for India are published in Fiscal Year (FY)
Interest rates environment: RBI had increased the repo rate (in phases) by 250 basis points from 4.0% in January
2022 to 6.5% in February 2023 to curb rising inflation, and this rate was maintained till December 2024. This
increase mirrored the global trend of rising interest rates, with the United States Federal Funds effective rate
climbing from 0.08% in December 2021 to 4.1% in December 2022 and further to 5.3% in December 202321.
Following a decline in inflation, the Monetary Policy Committee has reduced the repo rate by a cumulative 100
basis points (bps) to 5.5% between February and June 202522, while the last rate cut by US Fed was in December
2024 (federal target range of 4.25%- 4.5%).
Interest Rate (in %) -Repo Rate and Federal Reserve Rate: 2019-2025
6.3% 6.5% 6.5%
5.2% 5.5%
4.0% 4.0%
4.1%
5.3%
1.6% 4.5% 4.3%
0.1% 0.1%
2019 2020 2021 2022 2023 2024 2025
RBI Repo Rate Federal Reserve rates
Source: Reserve Bank of India for RBI Repo rates, Board of Governors of the Federal Reserve System (US), Federal Funds Effective Rate
FEDFUNDS, retrieved from FRED, Federal Reserve Bank of St. Louis; https://fred.stlouisfed.org/series/FEDFUNDS, June 18, 2025
Notes: The interest rates mentioned above are for the month of December for every year, except for 2025, which is given for April
Depreciation of Indian currency against US dollar: Despite a notable 3.3% depreciation of the Indian rupee
against the US dollar post COVID-19, favourable macro-economic factors, RBI’s proactive measures and steadily
rising forex reserves have helped stabilize the currency and reduce the volatility compared to other emerging
economies. The graph below illustrates the CAGR depreciation of the local currency of various countries against
the US$.
21 Board of Governors of the Federal Reserve System (US)
22 Ministry of Finance, PIB released in June 2025
161Depreciation against US$-CAGR May 2015-May 2025
% %
%
3
1 .2
-
4 .2
-
.0
-
% % % %
% 1 .4 % % 6 .4 2 .2 % 1 .4 6 .1 % 9 .3 % 9 .2 % 3 .3 5 .1 % 5 .2 3 .1
6
.7
%
1
.2
1 CAGR 2015-2025 CAGR 2022-2025
Russia Brazil Indonesia Japan India China Germany UK
Source: Bilateral Exchange Reserves, 2025
Foreign exchange reserves: India’s foreign exchange reserves have grown to US$688 billion as on August 1,
202523 and stand to be the 4th largest in the world following China, Japan and Switzerland24. This reserve currently
offers India’s economy nearly 11 months of import cover25, safeguarding the economy against any external
challenges and stabilise exchange rate volatility as well as reduce the risk of capital flight26.
Favorable demographics - Engine of India’s economic growth
In 2024, India surpassed China to become the world’s most populous country with approximately 1.4 billion
people. India’s consumption driven economy is underpinned by favourable demographic profile and growing
urbanisation, with approximately 522 million individuals (approximately 36.4% of the population)27 residing in
urban areas—both factors playing a pivotal role in growing domestic consumption demand. Further, India
presently has and is expected to have the youngest and the largest workforces amongst all the major economies
till 203028.
Youngest population among the largest world economies: With a median age of 28.4 years in CY 2024 and
forecasted to be 30.8 years in CY 203029, India stands out as the youngest nation among the world’s largest
economies by GDP. India’s youthful demographic, especially in contrast to the major developed economies, could
be a key driver of the country’s continued economic growth.
Largest population in the working age-group in the world: As of CY 2024, approximately 69% of India’s
population—equivalent to 1 billion individuals falls within the working-age bracket of 15 to 64 years, positioning
India as the nation with the largest working-age population globally. This segment accounts for approximately
18.6% of the world’s total working-age population, estimated at 5.3 billion30. By CY 2030, India’s working-age
population is projected to rise to approximately 1.1 billion31, maintaining its status as the largest working age
population.
23 Reserve Bank of India August 1, 2025
24 PIB release on May 2025, IMF Data 2024
25 Import cover refers to number of months a country can continue to pay for its imports using its current forex reserves, assuming no new
foreign exchange inflows
26 Bank for International Settlements (BIS) February 2019
27 World Bank open data
28 United Nations Population Division, World Population Prospectus 2024
29 United Nations Population Division, World Population Prospectus 2024
30 Our World in data, 2024
31 UN world population prospectus 2024, Our World in data, 2024
162Median age (in years) across largest global
economies: CY 2024-2030E
28.4 India is the youngest
India
30.8 country among thelargest
Indonesi 30.1 global economies, with
a 31.8 median ages less than
global average
Brazil 34.4
36.9
US 38.3
39.6
China 39.6
42.9
UK 40
40.7
France 42.1
43
Germany 45.3
46.3
Japan 49.4
51.5
WorldMedian age-30.6 as of 2024
20 30 40 50 60
Median age 2024 Median age 2030E
Working population (in billion) across largest
global economies: CY 2024-2030E
0.99
India
1.05
China 0.98
0.97
US 0.22 India possesses the largest
0.23
working age population
Indonesia 0.19 among the world’s major
0.20 economies
Brazil 0.15
0.15
Japan 0.07
0.07
Germany 0.05
0.05
France 0.04
0.04
UK 0.04
0.05
0 0.2 0.4 0.6 0.8 1 1.2
Working population 2024 Working population 2030E
Source: United Nations Population Division, World Population Prospectus 2024 – downloaded on June 2025
Rapid strides in employment growth: Between 2017-18 to 2023-24, India has witnessed a significant increase in
employment adding approximately 168 million jobs with approximately 35% absolute growth. As per Periodic
Labour Force Survey32 (PLFS) data, the increasing Worker Population Ratio33 (WPR) for ages 15 years and above
has resulted in a decline in unemployment rate from 6.0% in 2017-18 to 3.2% in 202434. The country’s GDP
during the same period grew at a CAGR of 6.3%, reflecting a mutually reinforcing relationship between
employment and GDP growth.35.
32 The Periodic Labour Force Survey, conducted by the National Sample Survey Office since 2017, serves as the primary source of data on
the employment and unemployment situation in India. (survey period is Jun to July), Directorate General of Employment- Revised
Employment situation November 2024
33 WPR- Worker Population Ratio, measures the proportion of the working-age population that is employed.
34 Directorate General of Employment- Revised Employment situation November 2024
35 Research Unit, Press Information Bureau, Government of India, October 2024
163Total employment (in mn) and WPR (in %) from 2017-18 to 2023-24
800 70%
58.2%
52.6% 60%
46.8%
600
50%
40%
400
30%
20%
200
10%
475 565.6 643.3
0 0%
2017-18 2020-21 2023-24
GDP (US$ trillion) 2.7 3.2 3.9
Total employment (in mn) WPR (in %)
Source: Directorate General of Employment- Revised Employment situation November 2024, PIB- Govt. of India October 2024, PLFS
2023-24 MoSPI
Note: The survey period of PLFS surveys is from 1st July to 30th June of next year. WPR is taken for age 15 years and above
The growing working-age and relatively young population has the potential for driving urbanization, domestic
consumption, and furthering India’s economic progress.
Large and growing middle income class: India’s sustained economic growth has expanded its middle class, which,
along with the rich, comprises just 33% of the population but drives 73% of income and 65% of spending—
fuelling demand across goods and services (such as retail, F&B, travel, e-commerce, private healthcare &
education) in the consumption-driven economy.
Households, income and expenditure (in %) across various income groups in India, CY21
3%
17%
23%
30%
48%
50%
52%
32%
25%
15%
2% 3%
Households Income Expenditure
Destitutes (<INR 0.125mn)* Aspirers (INR 0.125- 0.5 mn)* Middle Class (INR 0.5-3 mn)* Rich (> INR 3 mn)*
Source: People Research on India’s Consumer Economy, PRICE- ICE 360° Household surveys
Note: * Annual household income at 2020-21 prices
India’s middle and rich-income groups are36 projected to further increase 1.6 times and 3 times respectively from
CY 2021 to CY 2031. Together, these groups are anticipated to reach 58% by CY 2031 (1.8 times increase). As
these households rise, there could be an associated rise in demand for quality services such as healthcare and
education in India.
36 Middle Class as per PRICE-ICE 360° Household surveys is defined as economically secure households with little chance of falling into
poverty or vulnerability, earning Rs. 500,000 to Rs. 3,000,000 per household per annum or between Rs. 298 and Rs. 1,770 per person per
day (US$12.60-76.16 per person per day in 2021 PPP-adjusted terms). The rich or high income are defined as individuals earning more
than Rs. 3,000,000 per household per annum or Rs. 1,770 per person per day (>US$76.16 per person per day in 2021 PPP-adjusted terms).
164Population in different income groups in India (in mn) CY2016-CY2031(E)
169
56
37 29% of 34% of
349 total 432 total
population population 715 58% of
total
population
735 732
568
209 196
79
2016 2021 2031E
Destitutes (<Rs 1.25 lakh)* Aspirers (Rs 1.25-5 lakh)* Middle Class (Rs 5-30 lakh)* Rich (>Rs 30 lakh)*
Source: People Research on India’s Consumer Economy, PRICE- ICE 360° Household surveys
Note: * Annual household income at 2020-21 prices
Other key economic drivers
Rapid urbanization in the country: India’s urban population has grown from 31% (approximately 394 million)
in 2011 to 36.4% (approximately 522 million) in 202337. By 2030, it is expected that over 40% of India’s
population (approximately 600 million) will live in urban areas leading to more demand for housing, infrastructure
spend, and greater demand for services like healthcare and education in the urban markets38.
Consumption driven by the rising per capita income: Historically, there has been a strong correlation between
rising per capita income and increased private consumption in India. From FY 2011-12 to FY 2023-24, the per
capita private final consumption expenditure (PFCE) 39 grew at a healthy CAGR of 4.8%, consistently accounting
for c. 57% of the per capita income, highlighting India’s transition into a consumption-driven economy. As
incomes rise, households increasingly allocate more resources towards improving their quality of life resulting in
greater demand for the aforementioned goods and services (goods such as food, beverages, clothing, footwear,
water, electricity, gas and services such as transport, communication, recreation, health, education)40, of which
PFCE on health and education are the fastest growing segment during the same period.
Per capita Gross National Income (GNI) in INR and Per capita Private Final Consumption
Expenditure (PFCE) in INR at constant 2011 prices: FY 2011-12 to FY 2023-24
1,40,000 80,000
71,016 57% of
1,20,000 per 70,000
57% of per
1,00,000
capitaGNI 55,789 c Gap Nit Ia 60,000
50,000
80,000 40,250
40,000
60,000
30,000
40,000
20,000
20,000 10,000
70,980 98,925 1,24,764
0 0
2011-12 2017-18 2023-24
Per capita GNI Per capita PFCE
Source: National Accounts Statistics, Ministry of Statistics and Programme Implementation, February 2025
37 World Bank Open Data
38 Primary and secondary education refers to 12 years of schooling and tertiary education refers to higher education pursued after school
education.
39 Private final consumption expenditure (PFCE) is defined as the expenditure incurred by the resident households and non-profit institutions
serving households (NPISH) on final consumption of goods (such as food, beverages, clothing, footwear, water, electricity, gas) and services
(such as transport, communication, recreation, health, education) whether made within or outside the economic territory.
40 AISHE report 2011-12 to 2021-22 and UDISE report 2013-14 to 2023-24
165Structural reforms by the Indian Government: Over the last decade, the central government has implemented
series of measures aimed at improving transparency, facilitating ease of doing business, and fostering overall
economic growth. Some of the major initiatives and reforms are as below –
Jan Dhan, Aadhar, Mobile (JAM) Trinity, 2014
The integration of bank accounts, Aadhaar, and mobile phones, along with streamlined Direct Benefit
ECONOMIC Transfers (DBT), has significantly enhanced financial inclusion and reduced subsidy leakages.
REFORMS
As of June 2025, more than 550 million Jan Dhan accounts had been opened, marking a sixteen-fold increase
since 2015, with total deposits reaching approximately INR 25,732 billion41.
Insolvency and Bankruptcy Code (IBC) 2016
To simplify the insolvency process, IBC was introduced to reduce delays, boost recovery rates, and help
viable businesses stay afloat, resulting in an average recovery rate of 32% and a liquidation value recovery
of 162.8%42.
These outcomes significantly outperformed the 5–20% recovery seen under previous mechanisms and
contributed to India’s improvement in the Ease of Doing Business ranking, rising from 136th in 2016 to 63rd
in 201943.
Unified Payments Interface (UPI), 2016
Before the introduction of UPI, digital payments in India were hindered by complexity, limited bank
interoperability, and a strong reliance on cash.
With over 180 billion transactions, UPI enables instant bank transfers. The value of transactions surged from
INR 1,414 thousand billion in FY 2020-21 to INR 2,330 thousand billion in FY 2024–25, driving widespread
adoption and contributing to the formalization of the economy44.
Goods and Services Tax, 2017
The Goods and Services Tax (GST) was introduced to reduce complexity web of indirect taxes with a single
unified tax system, effectively eliminating cascading tax effects and enhancing cost efficiency. Since its
inception, in 2017, the GST collections grew from INR 7,410 billion to INR 22,080 billion in FY 2024-25
at a CAGR of 14.6%45.
Manufacturing reforms since 2014
REFORMS IN Launched in 2014, the Make in India initiative and the 2020 Production Linked Incentive (PLI) Scheme have
MANUFACTURING, boosted India’s manufacturing sector, aided by corporate tax cuts to 22% for domestic firms and 15% for
INFRASTRUCTURE new manufacturers since FY 2019-20. Around 1.2 million employment were generated under the PLI
AND REAL ESTATE scheme46.
SECTOR
Infrastructure initiatives since 2015
Initiatives such as the Bharatmala Scheme, UDAN Scheme, Sagarmala Project and National Infrastructure
Pipeline (NIP) are aimed at enhancing the nation’s infrastructure. NIP presently encompasses over 9,666
projects, of which 4,413 (46%) are currently under implementation, and 2,062 (21%) have been completed47.
Real Estate Regulatory Authority Act (RERA) 2016
RERA was established to protect buyers’ interests by promoting transparency, fairness, and quality standards
in the real estate market. It aims to regulate the sector effectively, safeguarding home buyers and encouraging
investment.
Skill India Initiative, 2015
The initiative aims to empower India’s youth by equipping them with market-relevant skills to enhance
their employability. As a result, India’s ranking in the WorldSkills competition improved from 27th in
41 Pradhan Mantri Jan Dhan Yojana
42 PIB release April 2025
43 PIB release on February 2024
44 PIB release on March 2025
45 PIB release on April 2018 and June 2025
46 PIB release on March 2025
47 Economic Survey 2023-24
1662015 to 13th in 202448, while the employability of Indian graduates increased from 33.9% in 2014 to
EDUCATION 51.3% in 202449.
SECTOR REFORMS
Samagra Shiksha Abhiyan, 2018
The program integrates school education from pre-primary to class 12, aiming to improve access,
infrastructure, and the overall quality of education while promoting digital learning and the development
of related infrastructure.
Liberalisation of FDI Policy for education, 2019
The total FDI inflow post-liberalization of FDI policy accounted for 77.8% of cumulative FDI inflows
of ~US$10 billion in India since 200050.
Advent of foreign university campuses in India- like Deakin, Wollongong and University of
Southampton.
National Education Policy (NEP), 2020
Policy replaces the decades older education policy, with emphasis on skill development, holistic learning,
and universal access to education.
Targets 100% Gross Enrolment Ratio (GER) in school education by 2030 and a GER of 50% in higher
education by 2035.
Key challenges for the Indian economy
India’s recent economic growth, driven by reforms over the past years, has come with its own set of challenges51:
• Domestic workforce skill gap: India needs to ensure its workforce is skilled, educated, and healthy. This
includes improving school learning outcomes and public health to support long-term economic productivity.
The report titled Creating a Synergy between Education and Skilling – Future of Work advocates for a skill-
oriented approach to bridge this gap, highlighting that higher education curricula often fall short of aligning
with industry requirements, resulting in a disconnect between academic learning and employability.
• Trade tariff dynamics and global supply chain: India’s global trade strategy is facing obstacles due to
rising protectionism and growing geopolitical tensions. As China shifts toward higher-value manufacturing,
India has opportunity to fill the gap in global production. However, to seize this opportunity, India must
undertake substantial policy and structural reforms to scale up its manufacturing capabilities and become
more integrated into global value chains52.
• Commodity price volatility amidst rising geo- political tensions: Commodity price fluctuations, largely
influenced by geopolitical tensions, have the potential to deeply affect the Indian economy. The RBI’s
Financial Stability Report 2024 underscores that persistent geopolitical unrest and possible disruptions in
global logistics and supply chains present a substantial and immediate threat, with wide-ranging implications
for commodity prices, the ongoing disinflation process, and the overall global economic outlook.
• Challenges from recent US tariffs on India: The recent imposition of U.S. tariffs—ranging from 25% to
50% on Indian exports—has introduced significant challenges for the Indian economy, particularly in sectors
heavily reliant on U.S. markets53. The Economic Survey 2024-25 flagged concerns that these changes could
impact key Indian export sectors, including chemicals, machinery, textiles, and electronics.
• Impact of Artificial Intelligence (AI): AI is changing the job landscape, especially in service sectors. A
recent IMF report says 40% of global jobs are exposed to AI. While AI can boost productivity, it also risks
job losses. Developing countries like India need to invest in digital infrastructure and skills to benefit from
AI.
48 PIB release on September 2024
49 PIB release on October 2024
50 Department of Promotion of Industry and Internal Trade data from 2017- 2024
51 Indian Economy- Past, Present and Future, Department of Economic Affairs, January 2024
52 NITI Aayog working paper: India’s path to global leadership: Strategic imperatives for Viksit Bharat @ 2047
53 Press Information Bureau, Government of India
167• Global Geopolitical Uncertainty: It’s important to note that ongoing geopolitical tensions across various
regions present significant uncertainty, with the potential for rapid escalation. Further, recent increases and
proposed changes to international trade tariffs among major economies including India, and geopolitical risk
relating to energy prices have added further volatility and uncertainty. Collectively, these factors contribute
to elevated risks to global trade and economic stability. The potential impact on the Indian economy remains
uncertain, with the possibility of heightened market volatility over the short-to-medium term.
Education Industry Overview
The Indian formal education system encompasses both the school education (K–12) and higher education
segments (graduate & post graduate education). The K–12 segment includes schools providing education from
kindergarten to class 12th, while the higher education segment comprises universities, colleges, and standalone
institutions, collectively referred to as Higher Educational Institutions54 (HEIs).
India hosts the largest education-seeking population globally with approximately 508 million in 3-23 years age55
as of CY 2023-24, roughly one out of every five individuals in this age group being an Indian56. As of Academic
Year (AY) 2023-24, India has the estimated Gross Enrolment Ratio (GER) of 58.1%57,translating to
approximately 295 million students enrolled across both the K-12 and higher education segments58. Further, the
Indian education sector is one of the fastest growing sectors in terms of its contribution to Gross Value Added
(GVA) 59and private consumption expenditure, and further growth could be possible through the aggressive GER
targets set by the government in the near to medium term.
The section below elucidates the structure of the education system, the sector’s growth, demand drivers, major
challenges, and emerging opportunities within the sector.
KEY ATTRIBUTES OF INDIAN EDUCATION INDUSTRY
%
Largest
formal One of the Education is one
education largest school Potential to of the fastest- Inadequate capital
Internationalisation
cohort enrolment (~248 improve growing expenditure (only 3-5%
of education as
globally million) as of AY combined GER segments, both in of total Ministry of
foreign universities
(with ~508 2023-24 and (K-12 and HEI) services sector Education’s budgeted
and school operators
million in 3- higher education as it is estimated and in private expenditure) for
are setting up
23 age enrolments (~43 to be 58.1% for household infrastructure related
campuses in India
group as of million) globally AY 2023-24 spending in the investments.
AY 2023- as of AY 2021-22 last decade
24)
Education System Structure in India
54 Higher Educational Institutions (HEIs) in India comprises of universities, colleges and standalone institutions (for details refer India higher
education overview section of the report)
55 3-17 age group population is from UDISE 2023-24 and 18-23 age group is from AISHE (for AY 2023-24, assumed 18-23 data same as AY
2021-22)
56 UN World Population Prospectus, 2024
57 For India, the recorded cumulative GER for AY 2021-22 is 68.1% for K-12 and HEI excluding pre-primary school level. For AY 2023- 24,
the estimated GER of 58.1% for India is low when compared to countries like Australia (GER- 119.1%), China (GER- 88.3%), Indonesia
(GER- 82.6%) and UAE (GER- 92.9%). GER data for countries except India are sourced from UNESCO UIS.
58 Figure derived using UDISE Annual reports and AISHE Annual report 2021-22. GER for pre-primary level was considered based on UDISE
reported data.
59 Gross value added at basic prices: Gross value added at basic prices is defined as output valued at basic prices less intermediate
consumption valued at purchasers’ prices as per definition by National Accounts Statistics: Manual on Estimation of State and District
Income, 2008, MoSPI
168India’s education system includes formal education regulated by the Ministry of Education (MoE) and an
unregulated non-formal education system such as coaching classes, multimedia schools, vocational training
centers and pre-schools. The MoE consists of the Department of School Education, overseeing the 10+2 structure
(till class 12th), and the Department of Higher Education, managing post-school education60.
The Ministry of Education (MoE) formulated the National Education Policy (NEP) 2020 to overhaul the education
system and align it with 21st-century goals61. NEP 2020 introduces a 5+3+3+4 structure (current 12 years plus
additional 3 years in foundational classes)62 for school education, replacing the 10+2 structure, and emphasizes
early childhood education and holistic development.
Source: National Education Policy (NEP) 2020, AISHE Annual reports
Note: National Education Policy (NEP) 2020 has been detailed out in subsequent sections for K-12 and Higher Education. As per UDISE,
private aided schools are referred to as Government aided schools.
Indian education sector size & trends
Largest formal education cohort globally: India hosts the world’s largest education seeking population with
approximately 508 million individuals aged 3-23 years as of CY 202363, comprising of 18% of global population
in this age group. India’s formal education cohort64 is 1.4 times larger than China’s and 1.7 times that of the
combined formal education cohorts of the next three most populous countries (USA, Indonesia and Pakistan).
Population (million) in age group 3-23 across top 5 most populous of the world: CY 2023-24
60 Indian Standard classification of education (InSCED)
61 National Education Policy NEP 2020
62 National Education Policy NEP 2020
63 3-17 age group population is from UDISE 2023-24 and 18-23 age group is from AISHE (for AY 2023-24, assumed 18-23 data same as AY
2021-22)
64 The formal education cohort in India includes the population aged 5–24, representing those eligible for formal education.
169The 3rd, 4th and 5th most populous
India’sformal education cohort is 1.4x larger than that of China
countries combined together have a
formal education cohort below India
508.4
152.4
(18-23
years)
304.3
351.3
117.0
356.0
97.4 (3-17
years)
89.9
USA Indonesia Pakistan China India
Source: For India 3-17 age group population is from UDISE 2023-24 and 18-23 age group is from AISHE (for AY 2023-24, assumed 18-23
population data same as AY 2021-22); UN World Population Prospectus, 2024 (for other countries)
Note: The formal education cohort/education seeking population is considered as population in 3-23 age for all countries.
Indian education system has one of the largest enrolments and no. of institutions across the world: As of CY
2024, India is the youngest nation among the world’s largest economies by gross domestic product (“GDP”) and
its K-12 education system is the largest globally, with over 248.0 million students enrolled in 1.47 million schools
as of AY 2023-24. Further, India has the highest number of HEIs (58,642) globally and ranks second to China
with 43.3 million enrolments as of AY 2021-2265, (as of AY 2023-24, the estimated enrolments in HEIs of India
are approximately 47.2 million). Despite its large size, the overall GER of 58.1% for AY 2023-24 (GER for K-
12 including pre-primary school education is 69.7%, whereas from grade 1 to 12 it is 83.2%66 and estimated GER
for higher education is 31.0%) indicates significant growth potential as targeted by the government under the NEP
2020. Additionally, the gap between India’s formal education cohort (508 million in 3-23 age group in CY 2023)
and students enrolled (295 million in AY 2023-24) is approximately 213 million.
While the demand for education has been steadily rising, there has been an asymmetrical growth in enrolments
between public and private educational institutions both in K-12 and higher education (43.3 million enrolment for
AY 2021-22) segments.
65 UNESCO UIS data, 2024
66 As per UDISE report, for AY 2022-23 and AY 2023-24, the indicators such as Gross Enrolment Ratio (GER), Net Enrolment Ratio (NER),
Dropout rates etc are incomparable with previous years. UDISE data on pre-primary enrolments only includes formal K-12 pre-primary
enrolments and does not cover the enrolments in pre-schools..
170Enrolments (mn) in K-12 by management
type from
Enrolments** (mn) in Public and Private
AY 2001-02 to AY 2023-24
CAGR unaided HEIs from AY 2011-12 to AY
S ph ra ivre a to ef o1 f6 . t6 o% tal o2 f8 . t1 o% tal o3 f6 . t3 o% tal tA oY A 2 Y0 1 22 0- 21 33 - Share of 2021-22 CAGR
unaided 24 private 37.5% of 51.4% AY 2011-12
5.5% 14.3 unaided total of total to AY 2 22021-
of total 11.5%
of total 28.5 6.5%
59.5
33.5 61.6 0.3% 22.3 7.4
%
10.94
188.4
167.9 158.0 -1.6%
10.88 17.7 5.0
%
7.4
3.4
2001-02* 2012-13 2023-24
2011-12 2021-22
Total
enrolments201.5 mn 262.3 mn 248.0 mn Total 29.2 mn 43.3 mn
enrolments
Private Unaided
Private unaided HEIs
Private Unaided National and International Boards
Public (Government & Government Aided) HEIs
Private Unaided State Board
Government/Aided/Others Not categorised
Source: UDISE reports from AY 2013-14 to AY 2023-24 and AISHE annual report from AY 2011-12 to AY 2021-22
Note: Since higher education enrolment data is available only up to AY 2021–22, the comparison of enrolment growth between K–12 and
higher education is limited to that period. For recent enrolment growth in K-12, refer to the subsequent section on “K-12 education segment
and Regulation overview in India”.
* Private unaided K-12 enrolment data, categorized by board, is unavailable for AY 2001-02.
**The figures classified as ‘not categorised’ in higher education encompass enrolments from standalone institutions where data is not
disaggregated by type of management, as well as from HEIs that did not respond to the survey.
India’s education system is the largest globally in terms of K-12 enrolments and second largest in terms of HEI
enrolments as of AY 2023-24 and has witnessed a significant shift to private sector educational institutions over
the last two decades. While the overall demand for education in India has consistently grown, the expansion in
enrolments varied between public and private institutions across both K-12 and higher education segments.
Notably, the contribution of private unaided schools to total enrolments has more than doubled over the past two
decades, rising to 36.3% in AY 2023-24, representing 90.0 million enrolments from 16.6% in AY 2001-02,
representing 33.5 million enrolments. A similar trend is visible in higher education, where the share of private
unaided enrolments has increased from 37.5% in 2011 to 51.4% in 2021. This shift reflects robust growth and
increasing significance for private unaided education compared to public/ government enrolments within the
broader education landscape in India. This is driven by rising aspirations, quality gaps in public education, and
growing willingness to pay for better skill and employment outcomes.
One of the fastest growing service sectors in the country: India’s education sector was the second fastest growing
service sector, achieving a CAGR of 13.4% in Gross Value Added (GVA) between FY 2012- FY 2023, surpassing
the overall service sector’s CAGR of 11.7% during the same period. This growth is driven by rising private
consumption and increased public spending on education. However, the sector witnessed a slowdown in growth
on account of pandemic in recent years.
171Split of Gross Value Added (in ‘000 bn) and CAGR for all sub-sectors in service sector:
FY2012-FY2023
17.8%
30 20%
13.4%
20 11.0% 9.8% 10.6% 11.4% 10.2% 12.6% 8.8% 8.1% 10.9% 7.7% 12.6% 11.7%
10%
10
0 0%
noitam
orfn I dn a retupm oCseciv reS
rehto
& cifitneics
lanoisseforPgn
idulcn I( secivres ssenisub)D & R
trop
snarT
levarT riapeR
& edarT
secivreS
laicnaniF
sno
itacinu m m oceleT
seciv
reS n o isneP &
ecnarusn
I
secivreS
detaler &
V
A
no
itacud E
e.i.n
tnem n rev oG
&
laru tluc
,lanosrePseciv
res lano itaerceR
ChtlaeH
AGR S
1ereiru
oC & latso P
1r .v 7i %ces Sector:
FY2012 FY 2023 CAGR FY2012-FY2023
Source: Ministry of Statistics & Programme Implementation, Government of India 2024, Identifying potential service sub- sectors NITI Aayog
2024
Note: The absolute value for GVA of all sub-sectors of service sector is a derived value from MoSPI and NITI Aayog report on Identifying
potential service sub- sectors
Education expenditure and income analysis
Public sector spending on Education in India: The total public expenditure on education in India as percentage
of GDP has risen by 20 basis points between 2017 and 202167.
Public expenditure on education as a percentage of GDP from 2017-18 to 2021-22(BE)
4.4
4.2 4.2
4.1 4.1
4.4
4.1
4.0
3.9 3.9
2017-18 2018-19 2019-20 (Actual) 2020-21(RE) 2021-22(BE)
Indian Government expenditure on education as % of GDP
Source: Analysis of budgeted expenditure on education FY 2019-20 to FY 2021-22, Government of India, Ministry of Education, World Bank
Note: Since global data is available only up to the years 2021 and 2022, the India-specific data has also been presented up to the same period
for consistency.
RE – Revised Estimates, BE – Budget Estimates
In a concerted effort to boost education in the country, India has consistently allocated between 4.1% and 4.6%68
of its GDP to education from 2015 to 2024 and is broadly in line with the global average of 4.2%. The National
Education Policy 2020 (NEP 2020) envisions a substantial increase in public education expenditure by both the
central and state governments to reach 6% of GDP69 at the earliest. Approximately 95% to 97% of government
education spending is primarily allocated toward administrative costs, teacher training, textbooks, scholarships,
and other recurring expenses. In contrast, only 3% to 5% is invested in capital projects, resulting in the private
sector predominantly leading the capital expenditure69.
Private spending on education in India: The per capita private expenditure has grown faster than the public
expenditure on education between 2011-12 and 2022-23 (CAGR of 12.0% v/s 10.1%), resulting in its share
increasing from 35% to 40% over the same period.
67 Analysis of budgeted expenditure on education 2019-20 to 2021-22, Ministry of Education, Government of India (GoI)
68 India invests up to 4.6% of GDP in Education from 2015 to 2024
69 Budget Allocation for Education, Ministry of Education, Government of India (GoI)
172Per Capita (per person) expenditure (INR) on education in India:
Private and Public from FY 2011-12 to FY 2022-23
7,955
CAGR 10.1% 5,222
CAGR 12.0%
2,740
1,496
65% 60% 35% 40%
Public Expenditure on Education (in ₹) Private Expenditure on Education (in ₹)
2011-12 2022-23
Source: Indian Public Policy Review, Motkuri & Revathi: Education Expenditure, 2024, National Accounts Statistics (NAS); Reserve Bank
of India (RBI); Ministry of Education, Government of India (GoI).
Notes: 1. Values are in INR and in Current Prices; 2. Public – Budget Expenditure on Education by both the Centre and State Governments,
as is
compiled by Min of Education, GoI 3. Private – PFCE on Education (i.e. households excluding the Government expenditure); 4. Per capita
is per person; 5. Till FY 2018-19 figures are actuals and for the year FY 2022-23 figures are projected/extrapolated (forward) by Indian
Public Policy Review based on the past growth.
Another metric of private sector spend on education can be seen through the analysis of India’s Private Final
Consumption Expenditure70 (PFCE). The total PFCE has risen from INR 49.1 trillion in FY 2011-12 to INR 181.3
trillion in FY 2023-24. The education sector is highly resilient given its nature of non-discretionary expenditure,
and the sector’s PFCE has grown at a 13.6% CAGR during FY 2012-24, which is the second fastest after
healthcare, surpassing the overall PFCE CAGR of 11.5%.
Private final consumption expenditure ( in INR bn) and CAGR: FY 2012-FY 2024
Overall PFCE CAGR:
11.5%
20 20%
15.4%
13.6% 16%
12.7% 12.5%
11.0% 10.6% 11.2%
9.0% 9.5% 9.2% 9.1% 12%
8%
1.9%
4%
0 0%
c ilo h o c la -n o n d n a d o o Fse g a re v e b o c c a b o t ,se g a re v e b c ilo
h o c
lAsc ito c ra n d n a ra e w to o f d n a g n ih to lC sa g ,y tic irtc e le ,re ta w ,g
n isu
osle u f re h to d n a d lo h e su o h ,sg n ih sin ru Fd lo h e su o h & tn e m p iu q ee c n a n e tn ia m h tla e H tro p sn a rT n o ita c in u m m o C e ru tlu c d n a n o ita e rc e R n o ita c u d E sle to h d n a stn a ru a tse R d n a sd o o g su o e n a lle c siMse c iv re s
H
FY 2011-12 FY 2023-24 CAGR FY 2012 - FY 2024
Source: Ministry of Statistics & Programme Implementation, Government of India, National Accounts Statistics 2024
70 As per MoSPI, the Private final consumption expenditure (PFCE) is defined as the expenditure incurred by the resident households and
non-profit institutions serving households (NPISH) on final consumption of goods and services, whether made within or outside the economic
territory
173The private consumption on educational services demonstrated steady growth during both pre and post covid
phases. From FY 2011–12 to FY 2019–20, the sector grew at a CAGR of 15%, a pace it sustained through the
pandemic (FY 2020–21 to FY 2021–22). Although covid led to a temporary decline in growth (CAGR: -0.03%)
during FY 2019–20 to FY 2020-21. In the post-Covid phase (FY 2021–22 to FY 2023–24), growth recovered and
accelerated to 16.5%, nearly matching the health sector’s 17%. This sustained growth in expenditure highlights
the sector’s resilience and continued importance despite the disruptions caused by the pandemic.
Consistent rise in households earning above US$5,000: Rising incomes have shifted India’s household
distribution upward, with households earning over US$5,000 growing fivefold since 2000. Within this, those
earning above US$35,000—key drivers of premium K-12 school demand—rose over 60 times from 0.13 million
to 8.34 million.
Household trend based on Income Segments between 2000 -2024 (at constant prices of
2015)
TotalHouseholds 198.3 254.9 317.5 340.5
(inmn)
Households with Household Income > $5000
0.1% 0.6% 0.9% 2.4%
3.8%
12.8% 10.1% 13.9%
22.9%
18.8%
22.7%
27.0%
83.4%
70.5%
62.5%
47.7%
2000 2010 2020 2024
Upto $5,000 $5,000 to $10,000 $10,000 to $35,000 Over $35,000
Source: ©️ Oxford Economics Limited [2025]
Household-consumption data further confirms that as incomes rise, household allocations towards education are
expected to increase, with the top 5% spending fractile (approximately 9.4 million households) dedicating 8% of
its budget to education, compared to 3% for the bottom fractile, demonstrating higher propensity to spend on
education with the rise in income.
No. of households and % share of MPCE (urban) on education across various fractile
12.0 classes: 2023-24 10%
9%
10.0 8%
8%
8.0
7%
5%
6.0 6%
5%
4.0
3% 4%
2.0 Top
Bottom fractil 3%
5 .3 fractile 4 .9 4 .9 e
0.0 2%
0-5% 50-60% 95-100%
Average MPCE in 2,37 6,33 20,31
INR 6 4 0
No. of household (in mn) Share of education expenditure in total expenditure
Source: Survey on Household Consumption Expenditure FY 2023-24 by National Sample Survey, Ministry of Statistics and Programme
implementation
Note: The latest survey on household consumption expenditure (previously known as household consumer expenditure survey) was conducted
during the period August 2023 to July 2024.
174Demand drivers for Education Sector
Several factors are driving the growth of investments in the education sector in India, some of which are
highlighted below:
i) Favourable demographics, rising demand from growing middle income group and rapid urbanisation: As
highlighted in the earlier sections, India has the largest global population within the age bracket of 3-23 years
which is still under penetrated from a GER standpoint, and will continue to drive the demand for K-12 school
and higher education. Urbanization, rising incomes, and an aspirational middle class are fuelling demand for
quality private schooling and increased educational spending.
ii) Government initiatives promoting growth in the education sector: The Government of India, through
policies like the National Education Policy (NEP) 2020, is focused on expanding the GERs in both school
(from 69.7% in AY 2023-2471 to 100% GER by 2030 up to higher secondary level) and higher education
(estimated 31.0% in AY 2023-2472 to 50% GER by 2035) segments. To achieve these goals, there is a need
to double the educational network and infrastructure over the next decade.
It is also promoting the internationalisation of education by encouraging foreign universities to establish
campuses in India. Complementing these national efforts, several state governments—Maharashtra,
Karnataka and Tamil Nadu—have launched initiatives like Edu-City in Navi Mumbai, KWIN City in
Bengaluru and Tamil Nadu Knowledge city (TKC) in Tiruvallur to support this objective.
iii) Increasing budget allocation for education sector: The Ministry of Education’s budget for FY 2025-26 is
INR 1,287 billion, the highest to date. This growth in budgetary allocations is expected to boost the overall
education sector in the country and also promote public- private partnerships in education sector to develop
quality infrastructure facilities.
Budget allocations (INR bn) in Dept. of School Education and Higher Education from 2018-
19 to 2025-26
785.7
501.1 500.8
335.1
FY2018-19 FY2025-26
Total budget allocated during FY Total budget allocated during FY 2025-
2018-19-INR836.2 bn 26-INR1,286.5 bn
Department of School Education and Literacy Department of Higher Education
Source: Government of India, Ministry of Finance, Union Budget from FY2019 to FY2025
Impact of COVID on Education Sector
The COVID-19 pandemic accelerated the adoption of digital tools in education, leading to a rapid shift toward
virtual learning. However, many schools particularly private unaided institutions affiliated with state board
curricula faced significant challenges due to inadequate funding and limited digital literacy among the educators.
During the COVID-19 pandemic, there was a noticeable shift in student enrolments from private to government
schools, with states such as Uttar Pradesh, Tamil Nadu, Kerala, and Rajasthan particularly witnessing an increase
in enrolments in government schools. This shift from private state board schools to government schools during
the peak of the COVID-19 period is evidenced during AY 2020-21 and AY 2021-22 in the chart below. According
to UDISE, the enrolments in state board private schools witnessed a decline from 74.7 million in AY 2019-20 to
71 GER data for school excluding pre- primary classes is 83.2% (including class 1 to class 12)
72 Reported GER as per AISHE is 28.4% as of AY 2021-22
17561.6 million in AY 2021-22 and government schools witnessed a rise from 166.3 million to 177 million during
the same period.
In contrast, UDISE data shows that private unaided schools offering national and international curricula witnessed
steady increase in enrolments from through and after the peak COVID-19 period. Their stronger digital
infrastructure and operational agility enabled them to adapt more effectively to pandemic-related disruptions,
ensuring continuity in education. As a result, even though physical campuses remained closed, national and
international board school operators withstood the COVID impact, as enrolments remained strong and the
institutions-maintained stability on tuition fee income.
Enrolment (mn) split across various schools Enrolment (mn) in Government and Private
from HEIs from AY 2019-20 to AY 2021-22
AY 2018-19 to AY 2023-24
177
168.1 166.3 169.3 167.6
Peak COVID-19
158 22.3
period
CAGR (governmentschools) -1.2%
20.9
20.1
19.4
CAGR (privatestate board) -
71.1 74.7 70.7 2.9% 17.7
61.6 61.5
56.4
16.4
21.1 23.5 24.4 26.7 27.8 28.5 15.2
14.5
CAGR (privatenational and international boardschools) 6.2%
2018-192019-202020-212021-222022-232023-24
2018-19 2019-20 2020-21 2021-22
Govt schools
Private State Board
Government HEIs Private HEIs
Private National & International Schools
Source: UDISE Annual reports from AY 2018-19 to AY 2023-24 and AISHE Annual reports from AY 2018-19 to AY 2021-22
For higher education, it was observed that the enrolments were less impacted during the COVID vis-à-vis K-12
segment, where the total enrolments grew from 38.5 million in AY 2019-20 to 41.4 million in AY 2020-21 and
further reaching 43.3 million in AY 2021-22, witnessing a CAGR of 6% during AY 2019-20 to AY 2021-22. The
enrolments in private HEIs (comprising state and deemed private universities and private unaided colleges) grew
from 20.1 million in AY 2019-20 to 20.9 million in AY 2020-21, underscoring the sustained growth even during
the COVID.
In AY 2020-21, to provide affordable and accessible education during the COVID-19 pandemic, the governments
and courts in various states enforced fee restrictions for schools and higher education institutions. Further, due to
the closure of campuses and the transition to online learning, many institutions experienced a decline in revenue,
particularly from campus-related services like food, transport, and other ancillary income. However, on-campus
hostel operators that had contractual agreements with universities with occupancy guarantees / minimum revenue
commitments, and were able to sustain their revenues even when students were not utilizing hostel services. At
the same time, the closure of physical campuses had led to cost savings from reduced maintenance and operational
expenses, which has marginally offset the impact on reduced revenue.
Post COVID recovery phase of education sector: As COVID-19 restrictions eased post-2022, there was a
significant push to return to physical classrooms, recognizing the importance of in-person interactions for students’
holistic development. Learning transitioned to a hybrid format, particularly in K-12 schools, with the integration
of technological tools like interactive whiteboards/smartboards and digital platforms/apps to enhance engagement
with parents and students. To sustain educational continuity through alternative channels during and post
pandemic, teachers were provided with enhanced training and upskilling sessions to effectively transition to
176hybrid modes of teaching73. Educational institutions were also able to increase tuition fees following the lifting of
the restrictions imposed during the academic years 2021 and/or 2022 across different jurisdictions
For HEIs, occupancy rates in on-campus student accommodation across all types of HEIs recovered following the
pandemic, reaching 56% in AY 2023–24 compared to 51% in AY 2020–21, as HEIs reopened, and students
resumed staying in hostels. Occupancy was even higher for private HEIs at approximately 90% during AY 2023-
24 from 73% occupancy that was witnessed during AY 2020-21(private HEIs include state and deemed private
universities and private unaided colleges). Post COVID, several professional student accommodation operators
began offering value-added services with a focus on health and safety. These services include enhanced hygiene
and sanitation protocols, contactless service options, emergency assistance and access to medical professionals on
call.
Key challenges of the Indian education sector
Inadequate capital infusion: An analysis of the Ministry of Education’s budgeted expenditure reports indicates
that approximately 95% to 97% of education spending is routed through the revenue account, primarily allocated
toward administrative costs, teacher training, textbooks, scholarships, and other recurring expenses. In contrast,
only 3% to 5% is directed to the capital expenditure, significantly limiting the scope for infrastructure-related
investments. This could likely increase the reliance on the private sector investments to drive growth.
Key challenges in K-12 Segment
i) Limited digital infrastructure in government schools: The UDISE 2023-24 report highlights significant gaps
in digital infrastructure in government schools across India. The report “Implementations in Private Schools”
by the Department of School Education and Literacy highlights that Information and Communication
Technology (ICT) use is not widespread in government schools. It also recommends that private schools
implement advanced ICT solutions, including self-learning tools, assessment services, and content delivery
platforms.
Further, private schools in India generally have more modern infrastructure than government schools, with
amenities such as internet and computers. According to the UDISE 2023-24, the proportion of schools with
internet and computers in government schools was 46% and 51%, compared to 74% and 76% respectively in
private schools as represented in the graph below:
Infrastructure Facilities across government and private unaided schools
96%
Functional Toilets
96%
74%
Internet
46%
76%
Computers
51%
Functional 92%
Electricity 90%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Percentage share of schools with infrastructure
Private unaided schools Government Schools
Source: UDISE Report 2023-24
ii) Lack of quality physical infrastructure:
a. Playground Infrastructure: The data below shows that only 70% of government/ government aided
schools and 85% of private unaided schools have access to a playground. However, within the private
unaided schools, 98% of the schools offering national/ international board curriculum are equipped with
a proper playground facility reflecting alignment with the demands for quality infrastructure.
73 India Report Digital Education- Ministry of Education 2021
177b. Classroom Infrastructure: 96% of private national/ international curriculum schools report full furniture
availability as against only 79% of other private unaided schools and a meagre 47% for government/
government aided/ Other Schools.
Availability of furniture for students
96%
79%
47%
26% 28%
10% 11%
2% 2%
Govt./ Aided/ Other Schools Private Schools Private National/ International Board
Schools
Full Availability Partial Availability Not Available
Source: UDISE 2023-24
Key challenges in Higher Education segment
i) Absence of skill-based approach in curriculum in HEIs: The curriculum in higher education often fails to
meet industry needs, creating a gap between education and employability. The report ‘Creating a Synergy
between Education and Skilling - Future of Work’ suggests adopting a skill-based approach to address this
gap74.
ii) Challenges in governance of Indian HEIs: The regulatory framework for higher education involves multiple
stakeholders with overlapping jurisdictions, with over 15 regulatory bodies overseeing the higher education
institutions (HEIs) which will be replaced by a unified regulatory body- Higher Education Commission of
India, as proposed in National Education Policy 2020.
iii) Lack of quality academic infrastructure: There is a lack of quality in academic infrastructure across many
State Public Universities (SPUs) in India both in physical and digital infrastructure. This may also lead to
reduced quality of research and development activities in such universities. The key contributor for this
infrastructure gap is the constraint in funding in SPUs in India across many states75.
iv) Shortage of faculty and staff: State Public Universities (SPUs) are facing a faculty shortage, further
aggravated by delays in finalizing recruitment rules, making it difficult to maintain an optimal pupil-teacher
ratio76.
v) Limited presence of higher educational institutions in top global universities: As per the Quacquarelli
Symonds (QS) world ranking 2025, only two Indian universities feature in the top 200 universities across the
world while USA leads with 38 institutions featured in the top 200 rankings, followed by the United Kingdom
with 27 and Australia with 15.
Emerging trend in the Indian education sector
India’s education sector is experiencing profound changes, fueled by technological innovations, policy changes,
and shifting societal demands. Simultaneously, there is an increasing global and domestic emphasis on
sustainability and environmentally responsible development, particularly in the real estate and infrastructure
sectors. Further, as part of regulatory policy shifts or institutional mandates, green building norms may become
74 Creating a Synergy between Education and Skilling - Future of Work- Akhil Bhartiya Shiksha Samagam 2023
75 Expanding Quality Higher Education through States and State Public Universities
76 Expanding Quality Higher Education through States and State Public Universities
178mandatory, particularly for projects involving public or private institutions. Some of the key trends that are
shaping the future of education in India are outlined below:
Emerging trends in the K-12 segment
i) Emergence of international curriculum schools in India: Private schools offering international curricula
viz. IB and CIE started meaningfully only in the last decade. The number of private schools affiliated with
boards like IB77 and CIE78 increased approximately 3 times from 315 in AY 2012-13 to 938 in AY 2024- 25,
with a CAGR of 9.5%79.
ii) Emergence of international pre-schools and K-12 school chains in India: Post-pandemic, there has been a
noticeable increase in demand for organized preschool chains in India. International operators have entered
the market and are expanding gradually in cities like Bengaluru and Gurugram, reflecting a shift toward
structured early education offerings.
Also, there is an increasing presence of reputed foreign operators such as International Schools Partnerships (ISP),
Nord Anglia, Cognita and Global School Foundation, as well as renowned institutions from the UK like Harrow,
Wellington College, and Shrewsbury entering the Indian market through strategic partnerships with notable local
partners like Amity group, Jagran Social Welfare Society, and Unison Group among others.
Emerging trends in Higher education segment
i) Internationalisation of higher education and global collaborations: Efforts to internationalize India’s
education system include attracting foreign universities and students, making the education system self-reliant
and globally compliant80. Key regulations—such as the 2022 establishment of the International Financial
Services Centres Authority (IFSCA) to facilitate foreign campuses in GIFT City, the University Grants
Commission’s 2023 rules for foreign higher education institutions, and NITI Aayog’s 2024 Edu-City
initiative now allows foreign universities to set up campuses in India. As a result, 15 universities have been
approved to set-up their campuses in India. Some of the foreign universities setting up campuses in India
include Deakin University, University of Wollongong, University of Southampton, University of Liverpool
and University of York, UK (for details refer to section ‘HIGHER EDUCATION SEGMENT IN INDIA’).
ii) Increasing use of technology in education sector: Adaptive learning platforms offer personalized education,
while online courses and Learning Management Systems (LMS) in higher education provide flexible learning
options, allowing students to study at their own pace and from any location.
iii) Emergence of public private partnerships in developing infrastructure facilities for educational
institutions: The Public Private Partnership (PPP) model is being implemented at institutions like IIT Madras,
IIM Udaipur, IIT Hyderabad and IIIT Nagpur to modernize student hostels. Under the Design, Build, Finance,
Operate and Transfer (DBFOT)81 framework, private partners handle construction and maintenance, with
government viability gap funding ensuring financial feasibility. Concession periods range from 22 to 30 years,
promoting long-term private sector commitment and improved services, including maintenance, sanitation,
and additional amenities82.
Module A: K-12 Education Segment
Global Overview
77 IB- International Baccalaureate, “is continuum of programmes that are designed to develop well-rounded individuals who can respond to
today
‘s challenges with optimism and an open mind”- from IB official website
78 CIE- Cambridge International Education “offers five stages of education from age 3 to 19, leading seamlessly from early years to pre-
university”- from CIE official website
79 Data from websites of private school boards in the period 2010- 2025
80 National Education Policy 2020
81 The DBFOT (Design-Build-Finance-Operate-Transfer) model is a Public-Private Partnership (PPP) approach where a private entity
designs, builds, finances, and operates a project for a specified period, then transfers ownership to the government at the end of the
concession period.
82 Infrastructure support and Development Division, Dept. of Economic Affairs, Govt. of India
179The global K-12 education sector has witnessed steady growth over the past decade, with varying levels of market
share and enrolment patterns across the regions. India has emerged as a key global K-12 education hub with
approx. 1/6th share in the total global enrolments as of AY 2023-24, driven by a growing middle class with rising
per capita income.
Further, a comparative analysis of global board (International Baccalaureate-IB) fee trends reveals the market’s
potential, as rising per capita and a growing preference for a global curriculum increase affordability and demand.
K-12 education share across global education hubs
According to UNESCO, the global enrolment in K-12 education reached approximately 1,615 million students in
AY 2023-24, up from 1,207 million in AY 2000-01. India accounted for the largest share, with approximate
overall enrolments of 248 million in AY 2023-24, representing about 15% share of the total global enrolments.
Review of select global K-12 education hubs
To assess India’s standing in the global K-12 education landscape, a comparative analysis was conducted
involving six countries. These countries were selected based on four key indicators that significantly influence
the scale of K-12 education systems.
These indicators include:
India’s performance on these parameters offers a comprehensive picture of its relative scale, reach, and potential
in comparison with other global education hubs. This comparative framework helps in highlighting both the
strengths, weaknesses and areas of opportunity within the India’s K-12 education sector.
Prominent countries such as USA, Australia, UK, China, Indonesia and United Arab Emirates were shortlisted
for comparison. As per the latest data reported by UNESCO Institute for Statistics for AY 2022-23, the shortlisted
countries including India accounted for approximately 40% of world’s total enrolments and approximately 40%
of world’s total school age population.
The table below highlights the keys statistics across selected education hubs:
Disclaimer: It is important to note, that whilst the data contained in this table has been sourced from official government sources within each
respective country, the definitions and parameters adopted may change between locations, and different assumptions and methods of collating
the information may result in data being difficult to accurately compare and introducing significant uncertainty into comparisons between
education hubs. On this basis, this information should only be used as a guide, and not a comprehensive comparison between each country.
180
K E Y A T
L a rg e st K -1 2 ed u c a tio nb
a se d o n en ro lm en ts (2 4sc
h o o ls a s o f A Y 2 0
T R I B U T E S O F I
sy ste m in th e w o rld
8 m n ) a n d n u m b e r o f
2 3 -2 4 (1 .4 7 m n )
N D I A
L
N K -1 2 E D U C A T I O N : C O M P A
a rg e st p riva te K -1 2 m a rk et in th e w o rld in
te rm s o f p riva te sc h o o ls (0 .3 3 m n ) a n d
e n ro lm e n ts a s o f A Y 2 0 2 3 -2 4 (9 0 .0 m n )
R E D T O G L O B A L T R E N D S
A s In d ia g ro w s, g rea te r in ve stm e n t in m o d e rn
a n d sp a cio u s n a tio n a l a n d in te rn a tio n a l b o a rd
sc h o o ls c o u ld h e lp a lig n m en t w ith G lo b a l
E d u ca tio n S ta n d a rd s
Private K-12
K-12 enrolments School Age Population GDP Per Capita
enrolmentsDeveloped & Developing Countries Portfolio Countries
USA Australia UK China Indonesia UAE83 India
Parameters
(2022-23) (2022-23) (2022-23) (2022-23) (2022-23) (2023-24) (2023-24)
Per Capita
Income per 77,247 65,078 45,564 12,663 4,788 52,977 2,485
annum in US$
Total Schools
1,28,479 9,614 32,172 5,15,479 3,15,321 958 14,71,891
(Nos.)
Total Private
29,091 1,149 2,556 177,477 144,980 403 3,31,108
Schools (Nos.)
% of Private
22.6% 12.0%* 7.9% 34.4% 46.0% 42.1% 22.5%
Schools
Total Student
Enrolment-K- 57.0 5.4 12.8 249.8 60.5 1.7 248.0
12 (in million)
Private
Enrolment as
13.3% 15.9%* ** 18.8% 38.6% 75.1% 36.3%
a % of Total
Enrolment
School Age
population K- 61.7 4.8 11.8 259.4 66.3 1.6 356.0
12 (in million)
Gross
Enrolment 92.3% 112.4% 108.6% 96.3% 91.3% 102.5% 69.7%***
Ratio****
Expenditure
3.9% 4.1%
on education 5.4% 5.2% 4.9% 3.4% 0.8%
(2021-22) (2022-23)
as % of GDP
Source: UNESCO Institute for Statistics (UIS), 2024, U.S. Department of Education. Institute of Education Sciences, BPS-Statistics Indonesia,
Ministry of Education of the People’s Republic of China, Emirates Schools Establishment, Australian Bureau of Statistics, GOV.UK, UDISE
– Ministry of Education, Government of India, CBRE
* - The data on private schools for Australia includes only Independent Schools. Catholic schools are not a part of this dataset although
commonly are referred to as Private Schools.
** - The private enrolments data of UK is ambiguous and hence excluded in the table.
*** - GER for India has been derived from UDISE report 2023-24 including pre-primary enrolments. Please note that the UDISE data on pre-
primary enrolments only includes formal K-12 pre-primary enrolments. In addition, GER is 83.2% (for grade 1 to 12) comprising of primary
to higher secondary level as of AY 2023-24 as per UDISE data.
**** - GER is defined as number of pupils (or students) enrolled in a given level of education regardless of age expressed as percentage of the
population of the age group which officially corresponds to the given level of education. GER can exceed 100% due to the inclusion of over-
aged and under-aged pupils/students because of early or late entrants, and grade repetition.
Note: School Age Population (Pre Primary, Primary and Secondary School age data as per UIS) considers Pre Primary School age, Primary
school age and Secondary school age population and Total Student Enrolment (2022) considers Pre Primary, Primary and Secondary
Enrolments; however, if the total student enrolments exceed the school-age population, it might be due to the enrolment of older students or
students repeating a particular grade.
Private enrolments growth in the last decade in selected K-12 global hubs
India has seen a rise in total private school enrolments, increasing from 28.2% in AY 2013-14 to 36.3% in AY
2023-24, indicating a gradual shift toward private education over the years. Further, Indonesia as a developing
economy has also experienced an increase, moving from 29.5% in AY 2013-14 to 39.8% of total school
enrolments in AY 2023-24. During and after the COVID-19 pandemic, India has demonstrated resilience in
maintaining a stable share of private school enrolments. In fact, enrolment levels have since rebounded, reaching
the highest recorded percentage to date.
83 The UAE has been included in the comparison of global education hubs due to the presence of the client’s portfolio there.
181For other countries as shown in the graph, the share of private school enrolment has either remained stable or has
marginally grown over the same period.
Share of private enrolments from AY 2013-14 to AY 2023-24
39.8%
37.9% 38.6%
35.4% 36.3%
33.3% 33.4%
29.5% 31.7%
28.2%
19.2% 19.1% 18.8% 17.0%
14.7%
14.6% 15.4% 15.9% 16.3%
14.3%
13.2% 13.5% 12.8% 13.3% 13.9%
AY 2013-14 AY 2018-19 AY 2021-22 AY 2022-23 AY 2023-24
Australia China India Indonesia USA
Source: UNESCO Institute for Statistics (UIS), U.S. Department of Education. Institute of Education Sciences, BPS-Statistics Indonesia,
Ministry of Education of the People’s Republic of China, Australian Bureau of Statistics, UDISE – Ministry of Education, Government of
India, CBRE
Note: Due to data limitation AY 2014-15 data is considered for USA. The data on private schools for Australia includes only Independent
Schools. Catholic schools are not a part of this dataset
IB Board School Tuition Fee Overview: Selected Global K-12 Hubs Cities
The International Baccalaureate (IB) school tuition fee trend reflects private education market dynamics across
key cities globally. Typically, higher fees are observed in developed world cities viz. New York, London and
Sydney, when compared to cities in Asia viz. Jakarta and New Delhi.
International Baccalaureate (IB) Private School Fee for 2024-25
Tuition
Fee in
US$ US$50k - 65k US$35k - 45k US$26k - 35k US$25k - 35k US$24k - 30k US$15k - 25k US$8k - 13k
India’s fee is almost 80%lower
than New York and has the
e 100% potentialtoincreaseinfuture
ltiT
s
68%
ix
A 53% 51% 48% 20%
34%
New York Beijing London Dubai Sydney Jakarta New Delhi
Source: CBRE
Note: The tuition fee is the average tuition fee for grade 6 to 8 from the selected IB schools of each city across the selected countries. The
currency conversion rate used is INR 87 as of March 2025.
New Delhi’s (India) current IB private school fee is significantly lower when benchmarked against the New York,
which is indexed at 100%. Beijing stands at 68%, Jakarta at 34%, and New Delhi at 20%. This suggests that cities
in India are in the early stages of development of the international curricula K-12 market. With a growing upper
middle-income population and a steady shift toward global curricula, India could represent a potential market for
expansion and investment in international curricula education.
K-12 Infrastructure benchmarking and India’s consideration for growth
The comparative data highlights disparities between India and developed countries norms on three key K-12
infrastructure metrics:
182Metric Developed Countries India (CBSE)
Classroom Area per Student 20 - 31 sft min. 10 sft
Total Classroom Area 538 - 653 sft 500 sft
Typical Class Size 23 - 30 students 40 students
Source: Design Manual-Government of Abu Dhabi, Planning for Education-U.S. Department of Education, Building Bulletin 103-Department
for Education UK, Class Size Policy-Australian Capital Territory (ACT), Central Board of Secondary Education (CBSE) India
Note: Developed countries considered: USA, UK, Australia & Abu Dhabi (UAE)
In India, CBSE norms are widely considered the standard for school infrastructure, as nearly 85% of private unaided schools under national
and international boards follow the CBSE curriculum, and majority central government funded schools are CBSE-affiliated. However, private
unaided schools affiliated with state boards often do not have clear or consistently enforced infrastructure guidelines.
India’s K-12 Infrastructure Gap:
• Undersized & overcrowded classrooms: Indian classrooms are approximately 25–30% smaller and
accommodate 30–40% more students than global norms, impacting student focus, safety, and learning quality.
• Learning outcomes at risk: High student density limits individual teacher attention, leading to weaker
academic performance and reduced student engagement.
• Capital-Intensive upgradation needed: Bridging this gap requires significant investment in expanding
classroom space, lowering student-teacher ratios, and upgrading facilities
Transitioning ahead
The previous section highlights India’s growing prominence as a global K-12 education hub, with growth potential
driven by large student demographics along with rising per capita income. The next section delves into the
structure of India’s private unaided K-12 sector, analyzing growth trends across public and private schools,
various education boards, and the potential expansion of this segment in India.
K-12 Education Segment & Regulatory Framework In India
India’s K-12 education system is among the world’s largest with over 248.0 million students (including pre-
primary as per UDISE) studying in 1.47 million schools across public and private sectors during AY 2023-24. It
features diverse curricula, including state, national and international boards. Private unaided schools affiliated to
national and international boards have expanded steadily, driven by growing demand for quality education,
urbanisation, and better physical infrastructure. The National Education Policy (NEP) 2020 signals a major shift
towards holistic, flexible, and technology-enabled education. For those entering the sector, a clear understanding
of regulatory framework, affiliations, and policies are essential.
KEY ATTRIBUTES OF K-12 SEGMENT & REGULATORY FRAMEWORK IN INDIA
110000%%
International Board-
Significant growth at affiliated schools are
India is targeting to
CAGR 6.5% from AY outpacing global growth Steady fee growth in
achieve 100% GER up Conducive regulatory
2013 to AY 2024 in with CAGR of 9.4% private unaided national
to higher secondary environment makes the
enrolments in private from AY 2013 to AY board schools driven by
level by 2030 from sector private
unaided schools 2024, signalling rising quality infrastructure
estimated GER of 69.7% investment friendly
affiliated to National demand for globally and education offerings
in AY 2023-24
Boards recognised education in
India
183Overview of K-12 school types and enrolments in India
In India, schools are classified into four broad management categories84: Government Schools85, Government
Aided Schools86, Private Unaided Schools87 (private unaided category is further classified based on the board
affiliation) and Other Schools88. For the purpose of this Industry Report, the focus segment would be Private
Unaided Schools with national and international boards.
The following graphs depict the share of schools and enrolments in different management categories:
Number of Schools By Management AY Number of Enrolments By Management AY
2023-24 2023-24
Private unaided State board
affiliated Private unaided National &
5G %ov A (0e ir .d 0n e 8m d men nt ) 21%(0.31 mn) Pr &iv a In 2te t %e u r ann f (faa 0iti l .id i 0o ae 3n td e a m dlN nba o )ti ao rn da l Pr 2iv b 5a o %t ae r du (6 n a 1a f .fi 5d il 5e ia d mt eS ndt )ate Intern 1at 2io %na (l 2 b 8 2o . %O4a 8r thd (m e 4 a r .nf s 9f ) 7il iated
Others
3%(0.04 Total
Total Schools
mn) Government Aided Enrolments
1.47 mn 10%(25.55 mn)
248 mn
Government
69%(1.02 Government
mn) 51%(127.49 mn)
Source: UDISE Report 2023-24 – Ministry of Education, Government of India
There has been a steady shift in preference over the years from government/aided/other schools to private unaided
schools as evidenced in the graphs below:
No. of Schools (in ‘000) by Management No. of Enrolments (in mn) by Management
Type from AY 2001-02 to 2023-24 Type from AY 2001-02 to 2023-24
Share 13% Share 22% Share 17% Share 36%
100% 100%
136.5 258.1 331.1 33.5
73.8
80% 80% 90.0
60% 60%
40% 894.5 1,242.7 1,140.8 40% 167.9
188.4
158.0
20% 20%
0% 0%
2001-02 2012-13 2023-24 2001-02 2012-13 2023-24
Government/Aided/Others Private Unaided
Government/Aided/Others Private Unaided
Source: Seventh All India School Education Survey 2002 - National Council of Educational Research and Training, UDISE Report 2023-24
– Ministry of Education, Government of India
84 As per Ministry of Education, Government of India, UDISE reports
85 Government schools are the schools run by state/central government or public sector undertaking and completely financed by the
government.
86 Government Aided schools are the schools run by individual or private organization and receives grant from government or local body.
87 Private unaided schools are the recognised private schools by UDISE and managed by individuals or private organizations without
receiving any financial assistance from the government or local authorities.
88 Other schools as per UDISE are the unrecognised schools and madrasas (recognised by madrasa/wakf board, unrecognised madrasa, and
aided madrasa)
184Gross Enrolment Ratio (GER): Gross Enrolment Ratio (GER) measures the enrolment at a specific level of
education relative to the population of the age group that is most appropriate for that level.
Gross Enrolment Ratio (GER) Trends for AY 2023-24
93.0% 91.7% 88.8%
83.2%
93.0% 89.7%
77.4%
56.2%
Primary (1-5) Upper Primary (6-8) Secondary (9-10) Higher Secondary (11-12)
At Level GER Weighted Average GER
Source: UDISE Report 2023-24 – Ministry of Education, Government of India; CBRE
According to the National Education Policy (NEP) 2020, the decline in the GER at higher educational levels is
primarily due to the lack of good quality schools, inadequate and limited access to education in higher grades. To
address this issue, NEP 2020 aims to focus on infrastructure such as sufficient well-trained teachers and increased
student participation to achieve a 100% GER from pre-primary to higher secondary level, by 2030.89 Currently,
the weighted average GER from pre-primary to higher secondary level stands at approximately 69.7% with 248.0
million enrolments (whereas GER is 83.2% for primary to higher secondary level with 235.0 million enrolments)
The policy aims to reach 100% GER, with projected enrolments of approximate 34090 million(from pre-primary
to higher secondary level/age group 3-17) by 2030.
Note: GER for pre-primary is derived based on the relevant enrolments and 3-5 years population data as per UDISE and it does not include
enrolments in pre-schools in the pre-primary data set. Hence currently out of 73.7 million 3-5 age population only 13.1 million enrolments in
pre-primary are presented in UDISE.
Enrolments across education level and management type for AY 2023-24, (in mn)
107.8 63.1 36.9 27.1
35% 32% 34% 39%
65% 68% 66% 61%
Primary (1-5) Upper Primary (6-8) Secondary (9-10) Higher Secondary (11-12)
Government, Government Aided & Others Private Unaided
Source: UDISE Report 2023-24 – Ministry of Education, Government of India
As of AY 2023-24, the GER stood at 77.4% for secondary and 56.2% for higher-secondary education, highlighting
notable under penetration as students’ progress to higher levels of study. While the GER is decreasing as the level
of education increases, private unaided schools are having relatively increasing share of 39% at higher secondary
level.
89 National Education Policy (NEP) 2020; secondary is considered till grade 12 as per NEP
90 Estimate based on Population Projections for India and States (2011-2036), Ministry of Health & Family Welfare, Government of India
185Evolution of private K-12 schools in India
2010 onwards
Pre 1990s 1990 -2000 Rise of National Boards (CBSE,
Dominance of government Emergence of State Board Private ICSE) Private Schools and
schools Schools emergence of International
Board Schools (IB, CIE)
Over the last few decades, school education in India has evolved with evidence showing a gradual shift of
preference from public to private education. Further, amongst private unaided schools, those following Central
Board of Secondary Education (CBSE) and Indian Certificate of Secondary Education (ICSE) curricula are
considered to provide superior quality of education and infrastructure. Recently, schools offering international
curricula viz. International Baccalaureate (IB) and Cambridge International Examinations (CIE) are gaining
popularity especially amongst the upper end of economic segments of the households as it is perceived to provide
a differentiated and a more globally aligned pedagogy compared to conventional national curricula. This shift
represents how families are looking for better quality, global standards, and modern learning environments for
their children.
Private Unaided Schools (in 000’s) Private Unaided Enrolments (in mn)
(Boardwise) (Boardwise)
0.8 0.7
24.9
0.3 0.3 27.8
11.7 14.1
305.4
61.6
246.0
59.5
2012-13 2023-24 2012-13 2023-24
International Boards (CIE & IB)
National Boards (CBSE & ICSE) International Boards (CIE & IB)
National Boards (CBSE & ICSE)
Higher growth in private unaided schools affiliated to national and international boards compared to state
board schools
Private unaided schools affiliated to state boards
Private unaided schools in India are affiliated with over 30 boards, with the majority comprising of state board
affiliations, followed by national board affiliations such as CBSE and ICSE and international curriculum board
affiliation like IB and CIE. Of the total enrolments in private unaided schools, schools affiliated with state boards
account for 68% enrolments as of AY 2023-24, while the remaining share is held by schools affiliated with
national and international boards.
Number of private unaided schools affiliated with state boards has remained stable over the past few years, with
a CAGR of 2.0% from 2,46,044 in AY 2012-13 to 3,05,392 in AY 2023-24. In terms of enrolments, these schools
witnessed a CAGR of 2.2% for the period of AY 2012-13 to 2020-21, then witnessed a decline with CAGR of -
4.5% during and post COVID-19 pandemic from AY 2020-21 to 2023-24 with overall CAGR of 0.3% from AY
2012-13 to 2023-24.
186No.of Enrolments (in mn) in Private Unaided No. of Enrolments (in mn) in Private Unaided Schools
Schools affiliated to State Boards affiliated to National Boards
27.22 27.81
23.91 3.29 3.37
2.88
14.05
70.7 1.84
59.5 56.3 61.6 21.03 23.93 24.44
12.21
2012-13 2020-21 2022-23 2023-24 2012-13 2020-21 2022-23 2023-24
Private State Board Enrolments CBSE ICSE
Source: CBRE, UDISE, Central Board of Secondary Education (CBSE), Council for The Indian School Certificate Examinations (CISCE)
Impact of covid is minimal on growth of national board enrolments compared to state board schools.
Growth of Private unaided schools affiliated to national boards
Schools affiliated with national boards have experienced a steady growth from 11,748 in AY 2012-13 to 24,868
in AY 2023-24, with a CAGR of approximately 7.1%. Among these, CBSE schools witnessed 7.4% growth
whereas ICSE schools witnessed a growth of 5.0%. During the same period, enrolments in national boards
experienced a CAGR of 6.5%.
National board-affiliated schools have consistently outpaced the growth witnessed in state board-affiliated schools.
Anecdotal evidence suggests several factors that could explain this shift include:
• Alignment with national entrance exams: CBSE/ICSE are preferred for their alignment with national
entrance exams like JEE and NEET
• Standardized quality: National boards offer consistent and rigorous curricula across India
• Urban and aspirational appeal: Growing preference among urban, middle-class families for better
outcomes
• Stronger private participation: More private schools with modern facilities are affiliated to CBSE/ICSE.
Emergence of international boards
Although state and national board affiliated schools remain popular in India, recent years have seen a growing
trend of schools partnering with international boards. Anecdotal evidence suggests this shift could be driven by
rising income levels, growing aspirations for global recognition, better prospects at global universities, and
increased acceptance of international board students by Indian universities. Notable international boards in India
includes Cambridge International Examinations (CIE) and International Baccalaureate (IB).
187Source: CBRE, Cambridge International Education, International Baccalaureate
The number of schools affiliated with CIE and IB increased from 412 in AY 2014-15 to 938 in AY 2024-25,
reflecting a cumulative CAGR of 8.6% over this period. Whereas globally, international schools grew by 3.8%
from 10,255 to 14,833 during the same period91. These schools are majorly present in Tier 1 cities catering to the
high-income households.
Exploring the Potential: Between paying capacity and private national/international school enrolment in India
for AY 2024-25
Source: ©️ Oxford Economics Limited [2025], UDISE 2023-24, CBRE
Note: This analysis assesses the incremental market potential for enrolments in private national and international K-12 schools with fees
exceeding INR 1,00,00 (US$1,150) in India. It leverages Oxford Economics’ 2024 household income distribution data and projected overall
K-12 enrolments for AY 2024-25 from UDISE 2024 report, establishing an enrolment-per-household factor of 0.73. Further insights from
CBRE’s market study on AY 2024-25 enrolments in private national and international schools with annual tuition fees exceeding INR 1,00,000
(US$1,150) were then integrated to determine the potential market. Remaining potential market is derived by deducting the existing
households with paying capacity with the current enrolments in that category.
In AY 2024–25, an estimated 28.2 million Indian households representing a segment of the total 340.5 million
households, are projected to have the financial capacity to afford annual school tuition fees exceeding INR
1,00,000 (US$1,15092). This demographic accounts for approximately 20.6 million overall student enrolments.
Despite this significant market potential, current enrolment in premium private schools (national and international
boards with fee above INR 1,00,000) stands at approximately 7.9 million only.
This indicates a market with students who could potentially enrol in such premium fee schools. Currently, these
potential enrolments are likely distributed across lower-fee private schools, state board schools, or
government/aided schools on account of limited availability of such schools closer to their residence. Hence an
opportunity may exist for these students to transition to premium schools, driven by the appeal of superior teaching
methodologies, quality infrastructure, and improved accessibility. As incomes rises, this trend could gain further
traction, potentially increasing the demand for high-quality K-12 school infrastructure.
91 ISC Research
92 1 US$ = 87 INR (considered as of March 2025)
188Tuition fee trends across different boards in India - School tuition fees for national board affiliated private
unaided schools have grown faster than tuition fees for state board affiliated private unaided schools.
Board wise Tuition fee trend (Indexed) for Private unaided Schools from AY 2017-18 to AY
2024-25
494
298
146
100
State Board affiliated Private Unaided Schools National Board affiliated Private Unaided Schools
2017-18 2024-25
Source: CBRE Analysis
Note: Tuition fees of grade 6 for AY 2017-18 and AY 2024-25 of various schools is analysed, using the AY 2017-18 average for state board
private schools as an index of 100. The study encompassed a total of 294 schools across various Tier 1 and Tier 2 cities (262 state board
schools and 32 national board schools from states like Gujarat, Jammu and Kashmir, Madhya Pradesh, Maharashtra, Odisha, Puducherry,
Tamil Nadu, Telangana, Uttar Pradesh and West Bengal).
Higher growth observed in tuition fee for national board affiliated private schools.
From AY 2017-18 to AY 2024-25, tuition fees for state board affiliated private unaided schools have witnessed
growth with CAGR of 5-6% and national board affiliated private unaided schools93 with a CAGR of 7-8%.
Anecdotal evidence indicates the difference in fees, with fees of national board schools being considerably higher
than state board private schools, is primarily due to the superior infrastructure and qualified teachers required as
per the national board curriculum.
K-12 school establishment & education board overview in India
In India, the government requires all formal schools to operate as not-for-profit entities such as Trusts, Societies,
or Section 8 companies. Any surplus earned must be reinvested into the school to improve infrastructure, teaching
quality, and student outcomes. While schools are allowed limited fee escalations to keep up with rising costs,
profit-making is strictly prohibited, reinforcing the system focus on equitable and quality education.
The table below highlights regulatory implications of Government Aided and Private Unaided Schools in India -
Source: CBRE
Brief Comparison Across National and International Boards: The education system in Inda includes a mix of
state, national (CBSE, ICSE), and international (IB, CIE) boards, catering to different learning needs. These
boards provide affiliation and accreditation to schools. Below is a comparison of the key parameters for the major
93 Private Unaided schools affiliated to CBSE Board are considered.
189
G
F
A
P
o v e r n m
e e R e g u
d m is s io
a r a m e te
e n t F u n d
la tio n
n P o lic y
r s
in g
G o v e r n m e n t A id e d
R e c e iv e p a rtia l fin a n c ia l s u p p o rt fro m th e
g o v e rn m e n t, p rim a rily fo r s ta ff s a la rie s a n d c e rta in
o p e ra tio n a l e x p e n s e s .
S u b je c t to fe e s tru c tu re s p re s c rib e d o r a p p ro v e d b y
th e re s p e c tiv e S ta te E d u c a tio n D e p a rtm e n t o r
re g u la to ry a u th o rity .
R e q u ire d to a d m it s tu d e n ts if s e a ts a re a v a ila b le , a s
p e r g o v e rn m e n t n o rm s ; m u s t fo llo w re s e rv a tio n a n d
tra n s p a re n c y g u id e lin e s .
P r iv a te U n a id e d
O p e ra te w ith o u t a n y fin a n c ia l a s s is ta n c e fro m th eg
o v e rn m e n t; fu lly fu n d e d b y p riv a te s o u rc e s .
H a v e th e a u to n o m y to d e te rm in e th e ir o w n fe es
tru c tu re , w ith in th e b o u n d s o f s ta te -le v e l fe ere
g u la tio n p o lic ie s w h e re a p p lic a b le .
H a v e g re a te r a u to n o m y in a d m is s io n s , b u t a rem
a n d a te d to c o m p ly w ith s ta tu to ry p ro v is io n s s u c h a sth
e R T E A c t (e .g . 2 5 % re s e rv a tio n fo r E c o n o m ic a llyW
e a k e r S e c tio n (E W S ) s tu d e n ts )national and international school boards operating in India. Each of these boards have distinct characteristics in
terms of their governance, curriculum, and the number of affiliated schools as of March 2025.
Parameters CBSE ICSE CIE IB
Private, Non-
Non-profit educational
Union Government of Governmental Board of University of
Governance foundation, led by
India school education in Cambridge
Board of Governors
India
Number of Schools
30,750 +* 2,975 + 696 + 236 +
(as of March 2025)
Public – run by govt.
departments Private - run by Private - run by Private - run by
Ownership of schools (Public
Private - run by registered companies registered companies registered companies
/Private)
registered companies /societies /trust /societies /trust /societies /trust
/societies /trust
National Council of Council of Indian
Educational Research School Certificate Cambridge Pathway - IB Curriculum -
Curriculum In-charge
and Training (NCERT) Examinations (CISCE) Curriculum framework framework
Curriculum Framework Curriculum -
Source: CBSE, CISCE, CIE, IB
Note: The number of schools reported is accurate as of March 2025. The ‘+’ sign following the number of schools indicates that this figure
is subject to daily changes; * - In the AY 2023-24, the distribution of CBSE affiliated schools is as follows: Government Aided Schools constitute
3.7%, Government Schools account for 21.2%, and Private Schools represent 75.1% of the total. The overall number of CBSE schools stands
at 30,750.
Statutory infrastructure requirements – National education boards
Understanding statutory infrastructure norms is crucial in the K-12 education infrastructure space. Below is a
comparative summary that highlights land, building, and amenity requirements across CBSE, ICSE boards:
Infrastructure Element CBSE ICSE
Land Requirement Minimum 8,000 sqm (relax able with enrollment limits); not below 1,600 sqm Minimum 2,000 sqm
Building Owned/leased allowed; regulated
Permanent structures meeting local building codes
Infrastructure usable space/ student
Minimum 8m x 6m (~500 sq. ft.), maximum 40 students; proper ventilation Minimum 400 sq. ft.; well-lit and
Classroom Size
required ventilated
Laboratory Mandatory Composite Science (Secondary), Separate Science Labs (Senior), Science & Computer Labs as per
Requirements Math & Computer Labs (1:20 computers) curriculum need
Similar to CBSE; aligned with
Security Standards CCTV, secure perimeter, female staff, visitor log; safety compliance
regulatory norms
Gender-segregated, staff, and CWSN (Children with Special Needs) toilets Similar to CBSE, with emphasis
Toilet & Sanitation
mandatory on hygiene
National boards in India set a baseline for quality infrastructure such as:
1. Infrastructure as a Quality Benchmark: National boards (CBSE and ICSE) establish minimum
infrastructure standards—such as land size, lab facilities, and classroom dimensions—which act as a baseline
for school quality and student welfare.
2. Compliance Drives Differentiation: While compliance with these norms is mandatory, exceeding them
becomes a key differentiator for private schools looking to position themselves as premium institutions.
3. Holistic Infrastructure Focus: Both boards emphasize a well-rounded infrastructure approach—covering
academics, safety, sports, and hygiene—reflecting the evolving expectations of modern schooling in India.
190This creates a landscape where infrastructure becomes both a compliance necessity and a differentiator in school
quality.
Overview of National Education Policy (NEP) 2020 and Right to Education Act (RTE) 2009
NEP 2020 aims to universalize pre-primary education, ensure foundational literacy and numeracy, and reform
school education through the 5+3+3+4 structure, curriculum revamp, improved assessments, teacher training, and
regulatory changes. It also promotes tech integration, vocational and adult education, and increased public
investment. A few salient features of NEP94 are as follows-
Flexibility of choice: Removal of stream barriers, letting students choose subjects across arts, commerce, and
science for flexible career paths.
Curriculum Revision: Promotes concept-based, practical learning over rote memorization, with NCERT95
revising the curriculum for core content, experiential learning, and critical thinking.
Board Exams: Board exams for classes 10 and 12 will focus on core competencies over memorization and can
be taken twice a year. Exams will also be introduced for grades 3, 5, and 8.
Pupil/Student-Teacher Ratio (PTR): Schools to ensure a PTR of under 30:1. Areas with many socio-
economically disadvantaged students to aim for a PTR of under 25:1
Curtailing Dropout Rates: Aim to achieve a 100% Gross Enrolment Ratio (GER) from preschool to
secondary level by 2030, addressing the decline in GER post class 6-8.
360-Degree Assessment Procedure: Shift from summative to formative, including self-assessment, peer-
assessment, and teacher-assessment.
Qualified and Skilled Teachers: The policy stresses teacher quality, mandating a 4-year B.Ed. degree for all
teachers by 2030 and setting professional standards.
Standard Setting and Accreditation: Each state will set up a State School Standards Authority (SSSA) to
ensure quality standards, with mandatory enrolment for all schools.
Transparency: Schools must publicly share details on infrastructure, staff, fees, and student outcomes on their
websites and the SSSA portal.
Digital Integration: The policy emphasizes technology in education through pilot studies on online learning,
investment in digital infrastructure, multilingual e-learning via mass media, and teacher training in digital
platforms
Source: CBRE, New Education Policy (NEP) 2020, Ministry of Education, Government of India
Current implementation status of NEP 202096: Since its launch, implementation has steadily progressed across
states through structural reforms, learning initiatives, and integration of technology. Below is an overview of key
milestones and ongoing efforts.
• New Education Structure: The 5+3+3+4 model is being adopted; states like UP and Assam are integrating
pre-primary education in schools.
• Foundational Learning Gains: Under the National Initiative for Proficiency in Reading with Understanding
and Numeracy (NIPUN Bharat Mission) and Foundational Literacy and Numeracy (FLN), skills in Grade 3
students rose from 58% (2020) to 70% (2023).
• Curriculum & Language Reforms: 23 states have NEP-aligned curricula; bilingual teaching is being
adopted to improve understanding.
94 This list provides an overview of some key features of NEP 2020. It is not exhaustive and does not cover all aspects of the policy.
95 The National Council of Educational Research and Training (NCERT) assists the Indian government in improving school education through
research, development, training, and international collaboration. It publishes educational materials, trains teachers, and promotes
innovative practices to achieve Universalisation of Elementary Education.
96 Implementing NEP 2020: Progress, challenges, and success stories in India – Economic Times
191• Digital Learning Push & Innovative State Programs: Platforms like Digital Infrastructure for Knowledge
Sharing (DIKSHA) have reached over 50 millionusers, improving access to resources. States like Delhi,
Rajasthan, and Kerala have launched unique initiatives for well-being and tech integration.
Overview of the Right to Education Act (RTE Act), 200997: The Right to Education Act makes it the
government’s duty to provide free and compulsory education to all children between 6 and 14 years of age. It also
requires private unaided (non-minority) schools to keep 25% of seats in entry-level classes for children from
economically weaker sections and disadvantaged groups. The government pays the school for these students.
However, this rule does not apply to minority-run private schools.
Fee regulation landscape in India
Due to diversity in boards, location, quality of teaching, amenities in the school, there have been varying degree
of fee escalations in private schools, some which has been witnessed double digit escalations in premium schools
over the last few years. Many Indian states are now evaluating or already have a fee regulation for private schools.
Out of the total of 36 States and Union Territories, 19 states have a law, bill, or a Fee Regulatory Committee. In
most of these, there is a fixed cap on total fee revenue raised by private schools per annum. In some States, fee
escalation must first be approved by a Fee Regulatory Committee. Many states have also set up a Fee Revision
Committee to manage complaints or disputes raised by parents or schools.
The following table depicts whether the state/ UTs has a fee regulatory act, bill, or committee with Fee cap/ Fee
Threshold:
States/ UT with Fee States/ UT with Fee States/ UT without Cap
States/ UT with Fee States/ UT Without Any
Regulation Act/Bill and Escalation Cap but subject to
Threshold but No Formal Fee Regulation
Defined Cap on Fee Requiring Regulatory Regulatory Committee
Statutory Cap Framework
Escalation Committee Approval Approval
1. Maharashtra - 15% 1. Gujarat - fee 1. Rajasthan – 10% 1. Tamil Nadu 1. West Bengal
escalation every 2 years limit ranges from 2. Jharkhand – 10% 2. Andhra Pradesh 2. Odisha
(maximum of 7.5% INR 15,000 pa 3. Himachal Pradesh - 3. Mizoram 3. Telangana***
every year) for primary level 6% 4. Delhi 4. Meghalaya
2. Uttar Pradesh - fee to 27,000 pa for 5. Jammu and Kashmir 5. Uttarakhand
increase to not exceed higher secondary 6. Kerala
yearly % rise in level. Any 7. Arunachal Pradesh
CPI+5% escalation above 8. Nagaland
3. Madhya Pradesh – 10% this require to 9. Tripura
4. Bihar – 7% submit proposal 10. Manipur
5. Chhattisgarh – 8% to fee regulation 11. Sikkim
6. Punjab – 8% committee. 12. Goa
7. Chandigarh* - 8% 2. Assam - fee limit 13. Puducherry
8. Haryana - fee increase ranges from INR 14. Daman & Diu and
to not exceed yearly % 27,000 pa for pre Dadar & Nagar
increase in CPI + 5% primary level to Haveli
9. Karnataka - Fee 35,000 pa for 15. Andaman &
escalation is based on higher secondary Nicobar Islands
the formula as level. 16. Ladakh**
prescribed in the bill 17. Lakshadweep
(based on teacher
salaries)
Source: CBRE
* - The Chandigarh Administration, vide a notification in 2019, has extended The Punjab Regulation of Fee of Unaided Educational Institutions
Act, 2016, to the Union Territory of Chandigarh.** - Ladakh, previously under Jammu and Kashmir, had the same fee regulation committee.
Post-bifurcation, its fee regulation status is unclear.*** - Telangana Private Unaided School Fee Regulatory and Monitoring Commission
Draft Bill, 2025 is under discussion and a draft has been released by the Telangana Education Commission constituted on 4th September
202498
Transitioning Ahead
While rules still shape how new Private K-12 schools in India can open and operate, the real change is happening
in how these schools are planned and expanded. As the needs of parents, students, and school operators become
more complex—and as funding and infrastructure plans evolve—new ways of running schools are emerging.
97 Right of Children to Free and Compulsory Education Act, Ministry of Education, Government of India
98 Telangana Education Commission
192These approaches show a shift from traditional owner-run schools to more professionally managed systems that
focus on long-term growth and quality.
K-12 Operating Models & Competitive Landscape In India
This section provides an overview of how private K-12 schools in India are evolving. It explains the main types
of business models being used and introduces some of the major national and regional school operators. One
important trend is the growth of PropCo and PropCo-OpCo models where one company owns the school property
and another runs the school. These models help fill infrastructure gaps, though they come with both benefits and
challenges.
As parents now expect modern school buildings, and well-rounded learning for their children, more national and
international school chains are expanding.
KEY TRENDS OF K-12 OPERATING MODELS IN INDIA
Given India’s demographics,
potential demand for quality
education and further based on
previous trends, the private
Emergence of multi-party Asset-light models enable Several global PE investors
unaided sector (the K-12 national
models segregating operators to scale up more have backed schools operators
and international board schools)
specialized offerings efficiently in the last couple of decades
could experience continual
institutional capital inflow to both
operations and infrastructure
segments
Prominent K-12 Private Unaided schools Operating Models
K-12 school operating models in India can be broadly categorized into two structures based on stakeholder
involvement: The structures are further discussed below:
Traditional Single Party Operating Model (CoCo – Company Owned, Company Operated):
In this traditional model, a not-for-profit entity (Trust, Society, or Section 8 Company) owns and operates the
school, investing directly in infrastructure and managing daily operations. This model ensures full control but is
capital intensive and limits scalability—making it less viable in today’s evolving education landscape.
Multi-Party Model (Evolved, Scalable, and Capital-Efficient):
193Driven by regulatory evolution and the need for capital efficiency, the multi-party model separates asset
ownership, academic delivery, and management services. It aligns with Ministry of Education norms, ensuring
only not-for-profits operate schools, while enabling private sector participation in infrastructure and other
associated services through compliant structures. The model has been further explained below:
Entities in multi-party model
Source: CBRE
Several variations of the multi-party model exist depending on where the asset ownership and operations are
housed such as follows:
a) Asset owned model (Integrated) - The school operator owns and invests in infrastructure, either directly
(OpCo) or via a separate entity (PropCo), and may use a ManCo for non-academic services. This model
offers control and integrated decision-making but limits scalability due to high capital needs. Common
among family-led institutions and some chain operators, many are now shifting to asset-light models.
b) Asset-Light Model (OpCo + ManCo) - Operators lease infrastructure from a PropCo, enabling scalability
and efficient capital use. A ManCo may provide centralized non-academic services across schools, allowing
focus on core areas like staff, training, digital upgrades, and expansion.
Scalable Asset-Light Sub-Model
• Franchise Model - Franchisor provides brand and support; franchisee manages operations. Scalable with low
capital investment, but risks include inconsistent quality and limited oversight. Examples: DPS, G D Goenka,
Birla Open Minds.
• Management Contract (ManCo) – A specialized entity manages school operations without owning assets.
In B2B, it partners with school owners (e.g., LEAD Group); in B2C, it leases campuses and runs schools
under its own brand (e.g., K-12 Techno Services). Offers faster expansion and better quality control but
requires strong legal frameworks and aligned incentives.
PropCo Ownership Structures (Education Infrastructure Investment)
Investors can either invest in education-related operations through ManCo or infrastructure through a separate
property company - PropCo. PropCo investors focus on maximizing the asset value by improving and maintaining
the property. The table below highlights the primary structures of PropCo investment:
194Model Operational Asset | Brownfield Opportunity Built-to-Suit | Greenfield Opportunity
Definition An investor buys an existing school building and leases An investor builds a new school campus tailored to the
it back to the school operator. It will also include operator’s needs and leases it upon completion.
expansion of operational school asset in the same
campus.
• Immediate rental income from an operating school • Custom-built campus increases long-term value
Key Benefits
• Lower risk due to proven operations and occupancy • Locked-in long-term lease ensures stable future cash
• Immediate returns with no construction delays flow
• Control over design and efficiency from Day 1
• Older assets may need renovation or upgrades • Higher upfront capital and construction risk with
Key Risks
• Concentration risk with a single tenant delays/cost overruns
• Reliance on operator’s long-term performance • Lease risk if operator pulls out or delays operations
• Operational School Asset is a low-risk, income- • Built-to-Suit offers higher growth potential but
Summary
focused option, ideal for investors seeking steady comes with development and tenant commitment
rental returns from existing schools. risk.
Choosing between the two depends on the risk appetite and investment horizon of investors.
Benefits and Risks of multiple party models in K-12 Segment for Investors and School Operators
Entities PropCo Investors School Operators
• Secured Asset Ownership: Investments are backed by • Lower Capital Burden: Operators can lease
tangible physical assets like land and buildings infrastructure instead of buying or building, enabling
• Steady Income: Through leases or revenue-sharing faster expansion with less money upfront.
with school operators, investors have the potential to • Focus on Academics: Freed from infrastructure
earn regular, predictable returns. worries, operators can concentrate on delivering quality
Benefits • Scalable Growth: Potential to replicate the model education.
across multiple regions with different operators, • Standardized Campuses: Infrastructure partners
enabling faster expansion and economies of scale. provide ready, compliant campuses with consistent
• Efficient Capital Use: These models attract yield- quality and safety.
seeking investors who prefer steady returns without • Scalable Operations: Modular school models allow
getting involved in day-to-day school operations. operators to expand or shrink based on local demand.
• Operator Dependency: Returns depend on the
• Long-Term Rental Commitments: In asset light
operator’s performance; if student enrolment or fee
models, any decline in student enrolments or fee
collection drops, rental service may be impacted.
collections has a direct impact on the operator’s
• Limited Control: Investors usually don’t control
margins, given the long-term fixed rental
Risks school operations, which may impact asset usage and
commitments.
maintenance.
• Operational Constraints: Operators may have
• Regulatory Sensitivity: Education is a regulated
limited flexibility or need to bear extra cost to modify
sector. Changes in government rules or norms could
or expand infrastructure.
affect the value or usage of school infrastructure.
Advantage of Institutional Investors in India’s K-12 PropCo Space:
1. High setup costs create demand for capital: Data from UDISE and various school boards shows a clear
shift in preference towards national and international boards like CBSE, ICSE, CIE and IB, which demand
better infrastructure and facilities compared to state boards. Setting up such quality schools involves high
upfront costs for land, approvals, and infrastructure. Most operators prefer to avoid tying up their capital in
real estate and instead focus on academic delivery opening space for long-term institutional investors.
2. Shift towards asset-light expansion: Many school chains now prefer to lease campuses instead of owning
them. In recent years, K-12 school operators have increasingly adopted asset-light models, optimizing capital
allocation and enabling focus on core academic offerings. This creates a fit for the PropCo-OpCo model
where investors build or own the property and operators run the school. It allows operators to scale faster and
investors to acheive stable, long-term cash flows.
3. Fragmented market with consolidation potential: The K-12 real estate space is still largely informal and
regional. Institutional investors can bring professionalism, governance, and scalability becoming valuable
partners to school operators, especially in Tier 1 and Tier 2 cities.
1954. Reliable, long-term cash flows for investors: School operations typically involve long leases (15–30 years)
and stable cash flows. Institutional capital meets the need for dependable, growth-aligned funding often more
suitable than traditional bank finance.
Key obstacles for Institutional Investors:
1. Complex and varying regulations: Education is a central and state subject with layered rules across
geographies, including land use norms, fee caps, and RTE seat reservations requiring careful compliance
planning.
2. Land acquisition & scalability challenges: Limited availability of suitable land parcels, particularly in
urban areas, can pose significant operational challenges. This may lead to delays in project rollout and
impact the overall scalability of operations.
Private equity participation in K-12 Segment in India
The emergence of multi-party ownership models enabling greater investor confidence and smoother project
execution could see the capital investment into the sector increasingly feasible. The following are the factors that
have resulted in increasing interest from institutional investors in the educational sector (in school infrastructure
and non- academic operations):
Proliferation of
school chain Demand for Digital Advent of Asset Collaboration with
operators and enabled learning Light Models International Brands
schools
Source: CBRE
Prominent Institutional Investor backed school chains in India
Private equity investment in K-12 segment in India is accelerating as school chains aim to modernize operations,
upgrade infrastructure, and elevate educational standards. This trend is driven by a stable economic environment
and rising demand for quality education. As competition intensifies, many established school chains are also
embracing private equity in infrastructure and non-academic services to scale up faster. The following table lists
some of the prominent schools:
Name of the Group Major Year of Year of No. of No. of Board(s) Presence
School Institutional Establishment initial Schools Students Offered
Chain/ Investors Investment
School
Brand
Multiple Lighthouse KKR Asia Ltd. 1995 2019 53 62,000+ Cambridge | Pan India
Brands# Learning CBSE | (7 states)
Group ICSE | and global
IGCSE presence in
Maldives
Multiple Global Apollo Global 2002 2021 29 45,000+ IB | CBSE | 4 states in
Brands## Schools Management ICSE | India and
Foundation IGCSE global
presence in
Singapore,
UAE,
Japan,
Malaysia
Orchids K-12 Peak XV 2010 Peak XV in 85 58,000+ Cambridge | Pan India
International Techno Partners Sofina, 2010, CBSE | (8 States
Services Kedaara Sofina in ICSE and Delhi)
Pvt Ltd Capital, Venturi 2020,
Partners, Kenro Kedaara in
Capital, 2023 and
Kedaara rest in 2024
Capital
196International Partners Partners Group 2013 Partners 105 92,500+ CBSE | 2 States in
Schools Group and OMERS started ISP International India and
Partnership in 2013 and Boards global
(ISP) OMERS presence in
invested in USA,
2021 Canada,
Mexico,
Malaysia,
Vietnam,
Thailand,
etc.
Chirec Cognita Jacobs Holding 2004 2018 100 95,000+ 13 Boards 1 State –
International AG, (Jacobs Telangana
BDT&MSD Holding and global
Partners and bought presence in
Sofina Cognita) UK,
Mexico,
Europe,
Malaysia,
Thailand,
Vietnam,
etc.
Oakridge Nord EQT, 1972 EQT in 80+ 80,000+ CBSE | IB | Majorly
International Anglia Neuberger 2008, CPP IGCSE in South India
Berman Private in 2017, India (4 states)
Markets, recently in and global
Canada Pension 2025 others presence in
Plan joined USA, UK,
Investment Malaysia,
Board, Thailand,
Corporación China, etc.
Financiera Alba
and Dubai
Holding
Investments
Source: CBRE; based on publicly available information
# - Euro School International, Billabong High, Centre Point Group of Schools, Heritage Xperiential Learning School
## - In India - Glendale International School, Global Indian International School, One World International School, Vikaasa School, Witty;
Global – Emirates American School, Dwight Seoul, Harrods International School, Chinese International School, Domuschola International
School, Heath House Preparatory School, Regent International School
Leading Institutional Investor backed Education Service Providers with focus on Infrastructure:
Institutional/ Private Equity investments in education sector have seen significant traction over the last few years
in India. While the majority of the investments have been undertaken at the operator level, there are a few service
providers who have invested in the education infrastructure as well. A brief overview of key entities has been
highlighted below:
Parameter Elevate Service Provider 1 Service Provider Service Provider Service Provider 4
Campuses 2 3
Limited
Year of 2015 / 2015 1982 / 2019 2002 / 2011 2001 / 2001 1976 / 1976
Establishment / Year
of entering Indian
Market
Total no. of Schools 13 6 25 - 29 49 - 53 166 - 170
PropCo/ PropCo + 13 / 0 6 / 0 0 / 10 - 12 0 / 4 - 6 0 /150 - 155
OpCo Schools
OpCo only or 0 0 15 - 17 45 - 47 15 - 17
Franchise Schools
Presence Maharashtra, Telangana, Gujarat, PAN India – 8 PAN India – 11
Telangana, Maharashtra, Karnataka, Uttar states states
Karnataka, Andhra
197Pradesh, Kerala, Tamil Nadu, Pradesh and
Chhattisgarh and Andhra Pradesh Maharashtra
Dubai
Operational Model PropCo Only PropCo Only PropCo + OpCo PropCo + OpCo PropCo + OpCo
Source: CBRE; Inputs from ECL
Based on the aforesaid sections, the K-12 sector in India has been highly fragmented and school operators prefer
to adopt asset light models and therefore engaging with reliable education service provider is essential which can
comprehensively deliver across multiple locations. This sector has significant barriers to entry and necessitates a
need for trusted brands capable of delivering safe, high-quality environment and managing complex non-academic
operations. This opens a strong opportunity for specialized education infrastructure service provider to play a key
role by building and owning school facilities. Elevate Campuses Limited, with 13 operational schools across 9
locations in India and Dubai in Gulf Cooperation Council (GCC), is the largest player in terms of owning K-12
schools in India, approximately the double the size of the next largest institutional property owner from India.
Emerging Risks for Education Infrastructure Entities in Private K-12
As India’s private school sector evolves, infrastructure entities face new risks that go beyond traditional challenges.
These can affect demand, rental income, and long-term asset value. Key risks include:
1. Fee Regulations: If the government enforces tighter limits on school fee increases, operators may struggle
with rising costs. This reduces their ability to pay rentals, which can directly affect cash flows for
infrastructure owners.
2. Upgradation of Public Schools: As public schools improve infrastructure and digital learning, they begin to
close the quality gap with private schools—while continuing to offer free or subsidized education. This
narrows the value differentiation and may reduce enrolments in private schools—leading to lower demand
for leased school infrastructure.
3. Reputational and Operational Exposure: Issues like safety lapses, academic underperformance, or staff
misconduct can harm a school’s brand—often beyond the control of investors or infrastructure owners. For
infrastructure entities and external investors, this creates reputational risk without direct operational control.
4. Limited Exit and Liquidity Options: India’s education asset market is still developing, with few proven routes
to sell or exit. This makes monetization of assets challenging and increases the risk of being locked in for the
long term.
Market Size Estimation For K-12 Private Unaided Education Segment In India
(Affiliated to National & International Boards)
Market size estimation has been undertaken to assess the potential fee revenue and infrastructure investment
opportunities only in the private unaided K-12 segment affiliated to national/international boards in India. Key
factors utilized as part of this estimation include number of schools and student enrolments in the country.
Potential Addressable Market (PAM)
As detailed in the preceding sections, the private unaided schools (affiliated to national and international boards)
have witnessed relatively higher growth in the past few years, within the overall the private unaided category in
India. These schools also offer generally superior infrastructure and better quality of education compared to other
categories of schools which make them attractive to institutional investors. Therefore, private schools99 and
enrolments100 affiliated to national boards and international boards have been considered as the PAM.
99 Data from CBSE website, SARAS, websites of IB, CIE
100 Enrolments for CBSE & ICSE are calculated based on the number of registered students in 10th and 12th grade examinations. Enrolments
for IB & CIE are calculated based on the average school strength of 800 students per school derived from the benchmarking exercise.
198Target Addressable Market (TAM)
Target Addressable Market (TAM) has been determined as schools in PAM charging tuition fee101 upwards of
INR 85,000 (US$977.0) per annum in Tier 1 cities102 and upwards of INR 70,000 (US$804.6) per annum in other
cities103. The TAM is further projected for the near 3 years between AY 2025-26 to AY 2027-28 based on the
derived share104 and estimated PAM.
KEY ATTRIBUTES OF RELEVANT MARKET SIZE ESTIMATION
TAM share (as % of PAM) in terms of TAM share (as % of PAM) in terms of In terms of infrastructure opportunity,
schools and enrolments is at 26% for AY school tuition fee revenue is at 62% for AY TAM is at 543 mn sft for AY 2024-25 and
2024-25 and estimated* to grow to 35% by 2024-25 and estimated* to grow to 70% by estimated* to grow to 921 mn sft by AY
AY 2027-28 AY 2027-28 2027-28
Note: *Based on historical trends and relevant assumptions
Based on the historical growth rate from AY 2010-11 to AY 2024-25, projected figures for the PAM and TAM
indicate a notable expansion. In AY 2024-25, 26,928 schools and 30.5 million enrolment in PAM are forecasted
to grow to 33,082 schools and 37.8 million by AY 2027-28, reflecting a CAGR of 7.1% and 7.4% respectively.
The TAM’s share of PAM, in terms of schools is forecasted to increase from 26% with 6,967 in AY 2024-25 to
35% with 11,629 schools by AY 2027-28, reflecting a CAGR of 18.6%. Similarly, enrolments are forecasted to
increase from 7.9 million in AY 2024-25 to 13.3 million in AY 2027-28 with a CAGR of 19.0%.
Source: CBRE Analysis
Market size estimation – Tuition Fee Revenue105
Market size in terms of revenue was determined based on the average annual tuition fee106 and student enrolments
in the relevant schools/TAM. A growth rate of 7.5% p.a. on annual fee is assumed for the projected period based
on the market trends. The market size in terms of school tuition revenue for TAM accounts for 62% of total PAM
market size for the years AY 2024-25 and set to increase to 70% by AY 2027-28
101 The annual tuition fee for 6th standard is considered as average annual tuition fee
102 Tier 1 cities are based on the Category X cities of Central Government House Rent Allowance guidelines- Ahmedabad, Bangalore,
Chennai, Delhi, Hyderabad, Kolkata, Mumbai, and Pune
103 All other cities apart from Tier 1 are categorised as other cities
104 CBRE estimation – The percentage share of schools in TAM and the average fee have been determined using the Random Sampling
Technique, based on data from the market study for AY 2024-25
105 Considered 1 US$ = 87 INR, conversion rate as of March 2025
106 CBRE estimation
199Market Size Estimation of PAM and TAM -School Tuition Fee Revenue (US$ bn)
40.8
35.3
30.6
28.6
26.5
23.6
19.8
16.4
2024-25 (A) 2025-26 (E) 2026-27 (E) 2027-28 (E)
Market Size - PAM Market Size - TAM
Source: CBRE Analysis
Market size estimation - Infrastructure Opportunity
Based on the empirical benchmarking exercise, the average built-up area per student has been factored based on
the average annual tuition fee in private unaided schools affiliated to national and international boards (PAM)
across varying fee slabs. The same was used to calculate the potential infrastructure opportunity for PAM and
TAM at India level.
The market size in terms of infrastructure opportunity was derived by multiplying the total relevant student
enrolments (TAM) and the average built-up area per student.
Source: CBRE Analysis
The data indicates a steady growth for the PropCo infrastructure opportunity within TAM, expanding at a CAGR
of 19.2% from 543 million sft in AY 2024-25 to 921 million sft by AY 2027-28. Additionally, TAM’s increasing
share in PAM rising from 38% to 48% suggests a growing dominance and deeper market penetration.
200Market size estimation – Rental Revenue Opportunity
The market size for the annual rental revenue from school infrastructure has been estimated based on the potential
revenue share of tuition fees for a stabilized operational school which would range between 15 -20% of tuition
fees. This benchmark percentage is derived from market interactions and serves as the basis for projecting the
overall rental market size. Further, this revenue is allocated towards renting the infrastructure (warm shell school
building including the playground).
Source: CBRE Analysis
Market Size Estimation: Key Findings
Summary
Parameters Units AY 2024-25 AY 2025-26 AY 2026-27 AY 2027-28
(A) (E) (E) (E)
India Level - Private Unaided Schools
Total Number of Schools million 0.34 (E) 0.35 0.36 0.37
Total Student Enrolments million 91.7 (E) 93.3 95.0 96.8
India Level - Private Unaided Schools of National & International Boards (PAM)
PAM - Number of Schools Nos. 26,928 28,839 30,887 33,082
PAM - Student Enrolments million 30.5 32.8 35.2 37.8
Target Addressal Market (TAM)
TAM - Number of Schools Nos. 6,967 8,285 9,581 11,629
TAM - Student Enrolments million 7.9 9.4 10.9 13.3
TAM Share (% of PAM) % share 26% 29% 31% 35%
(in terms of Schools and Enrolments)
TAM Market Size –Tuition Fee Revenue US$ billion 16.4 19.8 23.6 28.6
TAM Share (% of PAM) % share 62% 65% 67% 70%
(in terms of fee revenue)
TAM - Infrastructure Opportunity million sft 543 645 762 921
TAM Share (% of PAM) % share 38% 41% 44% 48%
(in terms of infrastructure opportunity)
TAM Market Size – Rental Revenue Potential US$ billion 2.9 3.5 4.1 5.0
Disclaimer: The projections outlined are an estimate only based on previous trends which may not continue, it is not a guarantee and should
not be relied upon. Future projections can be influenced by a wide variety of factors unknown at the time of this report
Currently there are 91.7 million student enrolments in private unaided schools in India and this is expected to
reach 96.8 million by AY 2027-28, translating into a potential TAM rental revenue of US$5.0 billion and an
infrastructure opportunity of 921 million sft. Despite representing only 26% of the total number of private unaided
schools affiliated with national and international boards (PAM) in India, the TAM schools command a significant
share of the market. They account for 62% of the PAM revenue as of AY 2024-25 and is forecast to touch 70%
by AY 2027-28. Further, TAM accounts for 38% of the PAM infrastructure opportunity size as of AY 2024-25
201and is forecast to touch 48% by AY 2027-28, highlighting the importance of this segment in the overall school
ecosystem. This growth is focused on existing or emerging education hubs.
Prominent Cities/Districts in India with Private Unaided K-12 Education Ecosystem
To evaluate the potential of cities/districts in India with respect to their private unaided K-12 education ecosystem,
a total of 779 districts107 of India were assessed based on key parameters such as education108, regulatory
environment109, socioeconomics and demographics110.
Each parameter was assigned a weightage (as depicted below) according to its direct impact on the private unaided
K-12 education segment. Further, indexed scoring has been done to each district for all the parameters and then
ranked basis the cumulative score of each district as per the weightage assigned.
Disclaimer: Parts of this analysis are subjective and can be influenced by a wide variety of factors
Methodology for shortlisting
1
Identification and allocation of weightages for educational parameters
EDUCATION (75%)
Schools and Enrolments Chain Operator run Schools
No. of private unaided schools in urban areas (AY 2023-24) - No. of schools run by private chain operators (AY 2024-25) -
10% 20%
No. of CBSE & ICSE schools (AY 2024-25) - 15% Teachers
No. of IB & CIE schools (AY 2024-25) - 15% Pupil Teacher ratio of schools in urban areas (AY 2023-24) -
5%
Enrolments in private unaided schools of urban areas (AY
2023-24) - 10%
2
Identification and allocation of weightages for regulatory parameters
REGULATORY (15%)
Regulatory Framework (2024-25) - 15%
107 Major cities like Mumbai, Bengaluru, Hyderabad and Chennai span across multiple districts. For shortlisting, the districts of Mumbai,
Mumbai Suburban, and Thane are collectively considered as the city of Mumbai, forming the Mumbai Metropolitan Region (MMR).
Similarly, the districts of Bengaluru Urban and Bengaluru Rural are grouped as the city of Bengaluru, while Hyderabad, Ranga Reddy, and
Medchal-Malkajgiri are treated as the city of Hyderabad. Chennai, Chengalpattu, Kanchipuram and Thiruvallur are together considered as
Chennai. All other cities are considered based on their respective individual districts
108 The data for no. of private schools in urban areas, enrolments and pupil teacher ratio are derived from UDISE 2023-24 database.
The data for no. of CBSE, ICSE, IB and CIE schools is obtained from respective board websites
The data for no. of schools run by private chain operators is CBRE estimates based on the data from board websites. The chain operator is
defined as the operator with at least 5 schools in India.
109 The regulatory framework is evaluated based on the state’s regulations regarding fee caps and limits on fee increases and adopting the
same for respective districts
110 The school age population for each district is derived basis the total state population and state’s school age population data from
UDISE 2023-24
2023
Identification and allocation of weightages for socio-economic and demographic
parameters
SOCIO- ECONOMIC (5%) DEMOGRAPHIC (5%)
Per capita Income (2020-21) - 5% School Age Population (2023-24) - 5%
4
Identification of top 30 districts with robust K-12 education ecosystem based on
educational, regulatory, socio- economic and demographic parameters
Key shortlisted cities/districts in India
The following figure highlights the Map showing the top 25 cities/districts in terms of prominent
geographical spread of key cities/districts in K-12 education ecosystem
India with established K-12 education
ecosystem. These cities/districts witness the
largest school age population, highest share of
private unaided schools and enrolments, good
presence of private unaided schools affiliated
to national and international boards, strong
socio-economic & demographic factors and
are major markets for K-12 education
segment.
203Summary of key parameters in each city/district as of AY 2024-25:
Enrolments in Private Private unaided
No. of private Private unaided
private unaided unaided schools by
District/City State Tier unaided schools in international
schools in the national Chain
the district schools
district schools Operators
Bengaluru Karnataka Tier 1 4,365 18,40,214 950 106 345
Mumbai (MMR) Maharashtra Tier 1 3,500 17,70,403 366 155 159
Hyderabad Telangana Tier 1 5,508 22,90,379 403 87 132
Chennai Tamil Nadu Tier 1 2,601 16,00,972 499 77 167
Pune Maharashtra Tier 1 1,831 9,90,226 357 28 94
Jaipur Rajasthan Tier 2 2,679 7,98,893 240 17 60
Gurugram Haryana Tier 1 487 2,92,029 261 23 85
Total of Rank 8 – 25 districts 19,333 70,49,902 3,467 176 943
Grand Total of Top 25 districts 40,304 1,66,33,018 6,543 669 1,985
% share of Top 25 districts in India Total 12% 19% 25% 71% 28%
Source: CBRE analysis
Conclusion:
The leading cities/districts contributing to the growth of their respective states are ranking well due to a
combination of factors, including a strong presence of the K-12 education infra, a higher proportion of the relevant
population, robust economic activity, and significant interest from educational chain operators to expand in these
cities. In addition to the Top 25 cities/districts, other notable locations are Nagpur, Gwalior, Gorakhpur, Jalandhar,
Jodhpur, Sonipat, Thrissur, and Visakhapatnam.
Demand Drivers: High school enrolment in Tier 2 cities is rising due to urban migration and growing middle-
class ambitions. This trend favours national schools (CBSE/ICSE) for their focus on competitive exam readiness.
The Tier 1 and Tier 2 markets also seeing a rise in trusted school chains, particularly in hubs like Bengaluru,
Chennai, Hyderabad, Lucknow, Mumbai, and Pune, demonstrating brand loyalty and scalability.
Key Risks: Frequent government policy changes create uncertainty for schools by affecting fees, licenses, and
curricula. Expanding into Tier 2 cities may be difficult due to poor infrastructure and a lack of talent.
Module B: Higher Education And Student Accommodation Segment
Global Snapshot of Higher Education and Student Accommodation Segment
India’s higher education system is one of the largest globally with around 58,642 institutions, serves
approximately 43.3 million students comprising approximately 17.5% of the global enrolments as of AY 2021-
22111. Despite its vast size, the higher education segment is considered under penetrated with a relatively low GER
of 28.4%, when compared to select developed and developing economies such as US, UK, Australia, Germany,
China and Brazil (estimated to 31.0% by AY 2023-24). With policy initiatives from the government to further
boost enrolments, there could be a corresponding growth in demand for quality infrastructure, including quality
and adequate student accommodation facilities. The following section explores the positioning of Indian higher
education system and Purpose-Built Student Accommodation (PBSA)/ Professionally Managed Student
Accommodation (PMSA) in comparison to select global economies.
111 AISHE Annual Report 2021-22 and UNESCO UIS data for 2021
204INDIAN HIGHER EDUCATION AND STUDENT ACCOMMODATION SEGMENT W.R.T
GLOBAL SCENARIO
Lack of PBSA facilities
India’s Gross Potential for growth in
India has the largest Private HEIs dominate unlike developed
enrolment ratio (GER) GER as country’s
higher education market the system, unlike in economies, but increasing
is estimated to 31.0% GDP increases-
by no. of HEIs and second developed countries presence of
AY 2023-24; NEP similar to the trend
largest by student where it is dominated Professionally Managed
target to reach 50% by seen in advanced
enrolment after China by Public HEIs Student Accommodation
2035. economies
(PMSA) facilities
Higher education segment – global overview
According to UNESCO, tertiary or higher education comprises of all levels of education post completion of school
education/ K-12. As per UNESCO, in AY 2023-24112, approximately 264 million students were enrolled in higher
education globally, with a global Gross Enrolment Ratio (GER) of 43%. Both advanced and emerging
economies113 have experienced growth in their average GER, along with an increase in average per capita GDP114.
This could indicate that as country’s population becomes wealthier, the enrolment ratio also witness a growth.
Rising GER with increasing per capita GDP: The relationship between GER and per capita GDP is mutually
reinforcing. As per capita GDP increases, countries can invest more in higher education, raising its GER.
Conversely, higher enrolment ratio contributes to economic growth by developing a skilled and educated
workforce.
Per capita GDP and Gross Enrolment Ratio (GER) across select advanced and emerging
economies -2023
120
Australia
Hong Kong
Singapore
100 Norway
Netherlands
Iceland
)% (
o ita
R
80 China Poland IU tan lyit Fe rd
a
nK ceingd Go em
rm
anS yCw ae nd ae dn
a
Denm Unar ik
ted States of
tn Brazil Japan America
e 60
m
lo
rn Indonesia Mexico
E Bidirectional dynamic of GER and Per
s s 40 India Thailand capita GDP: Increase in per capita GDP
o
rG is expected to increase the GER and vice-
Sri Lanka
versa
20 South Africa Benchmarked countries for the study
Pakistan Other countries
0
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 1,00,000
Per capita GDP (US$)
Source: UNESCO UIS, Data for AY 2022-23 used for Brazil, Canada, France, Iceland, Japan, Mexico, Singapore, South Africa, United
Kingdom, United States of America. 31.0% projected GER for India in AY 2023-24, projected at 4.3% from 28.4% in AY 2021-22, NEP target
of 50% GER by 2035 projects GER growth at 4.3%.
GER and per capita GDP growth in most populous developing Asian Economies: Among the most populous
Asian economies—India, China and Indonesia, there has been a strong positive correlation between rising per
112 AY 2023-24: Academic year 2023-24 begins in 2023 and ends in 2024
113 The IMF World Economic Outlook identifies 39 economies as “advanced” due to high per capita income, diversified exports, and strong
global financial integration. The rest are classified as “emerging market and developing” economies.
114 World Bank data for per capita GDP and Gross Enrolment Ratio for Tertiary Education, 2021- For emerging economies: GER for bottom
10 countries were 14.8% which increased to 64.6% in top 10 countries. For advanced economies: GER for bottom 10 countries were 82.5%
which increased to 88.5%.
205capita GDP and GER in higher education from 2003 to 2023. In India, during 2013- 2023, per capita GDP grew
at a CAGR of 5.0%115, in tandem with a projected increase in GER from 23.0% in AY 2013-14 to a 31.0% 116in
AY 2023-24, with a CAGR of 3.2%117. This trend indicates that growth in per capita income typically leads to
increased access to and demand for higher education.
Rise in GER with increasing per capita GDP among most populous Asian countries (AY 2003-2023)
India-per capita GDP and GER: 2003 -2023 China-per capita GDP and GER: 2003 -2023
2,700 35% 14,000 12,484 100%
31.0%
30% 12,000 90%
2,200 23.0% 2,271 25% 10,000 74.6% 80%
70%
7,198
20% 8,000 60%
1,700
15% 6,000 50%
9.2% 1,400 10% 4,000 2,857 40%
1,200 32.7% 30%
R2: 5% 2,000 R2: 20%
841 92.5% 14.5% 97.2%
700 0% 0 10%
3002 3102 3202 3002 3102 3202
GDP per capita (US$) GER (in %) GDP per capita (US$)
Indonesia-per capita GDP and GER: 2003 -2023
4,500 4,193 60%
4,000
50%
3,500 3,055
44.9%
3,000 40%
2,500 1,992
2,000 29.9% 30%
1,500
20%
1,000 15.8% R2: 100%
500 10%
3002 3102 3202
GDP per capita (US$) GER (in %)
Source: World Bank Open data for per capita GDP at 2015 constant prices in US$ and Gross Enrolment Ratio (GER) from 2003- 2023.
Note: R2 value greater than 90% indicates strong correlation between parameters. The GER data for China and Indonesia from UNESCO
UIS, India from AISHE. The GER for India in AY 2023-24 is projected from AY 2021-22 GER based on NEP targets
Comparative analysis of higher education in select global countries
To analyse the scale and market dynamics of the higher education sector in India, six global locations, namely
USA, UK, Australia, China, Germany and Brazil have been selected118 on the basis of student enrolment in higher
education, government expenditure on tertiary education and presence of top higher educational institutes
(HEIs)119.
Disclaimer: It is important to note, that whilst the data contained in this table has been sourced from official government sources within each
respective country, the definitions and parameters adopted may change between locations, and different assumptions and methods of collating
the information may result in data being difficult to accurately compare. On this basis, this information should only be used as a guide, and
not a comprehensive comparison between each country.
115 World Bank Data 2024
116 31.0% is the estimated GER for India in AY 2023-24 considering a CAGR of 4.4% from 28.4% in AY 2021-22, based on NEP target of
50% GER by 2035
117 AISHE Annual Reports from 2011-2021
118 Methodology for shortlisting: Initially top 20 largest economies were selected based on their Gross Domestic Product (GDP). Top 3
countries under each parameter mentioned above were shortlisted from the leading 20 economies for comparative assessment.
119 Top higher educational institutes in a country are considered based on QS World Ranking 2025
206United United
Key Parameters Australia131 China Germany Brazil India
States131 Kingdom131
Gross Enrolment Ratio (GER)
Gross Enrolment Ratio (GER)
79.4% 79.7% 104.6%121 74.6% 76.3% 60.4% 31.0%
(AY 2023)120
Absolute growth rate in GER (AY
-10.7% 41.1% -12.6% 58.3% 11.8% 24.7% 26.5%
2015-16 – AY 2023-24)122
India’s HEI segment presents a significant opportunity for increased penetration, with a GER of 31.0% (estimated) in AY 2023-
24, compared to 76.3% in Germany and 74.6% in China..
Student enrolment in higher education institutions
Total Student Enrolment in
~18.0 ~3.1 ~ 1.7 ~ 59.4 ~3.3 ~10.3 ~47.2
million(Annual) (AY 2023-24)123
Absolute growth rate in Student
Enrolment (%) -7.6% 34.3% -9.8% 37.0% 12.0% 24.3% 36.5%
(AY 2015-16 – AY 2023-24)124
Share of student enrolment in
Private HEIs (in AY 2023-24) in 27.6% 100.0% 22.7% 15.3% 17.8% 77.3% 54.9%
%125
India has the second largest student enrolment, with a substantial share of student enrolment occurring in private institutions
World Higher Education Database (WHED) listed higher educational institutions
Total WHED126 Listed HEIs (as of
2,552 245 94 1,034 358 1,445 831
March 2025)
WHED Private HEIs as a
percentage of total (as of March ~ 70.0% ~0.03% ~ 57.0% ~27.2% ~33.5% ~83.0% ~38.0%
2025)
Of the countries benchmarked, India has the fourth largest share of WHED listed HEIs as well as WHED listed private
universities. WHED listing is critical as it helps enhance global recognition, networking opportunities and access to global
education resources.
Government Expenditure on Education
Expenditure on higher education (as
~1.7% ~1.6% ~1.2% ~0.8% ~1.4% ~1.0% ~1.6%
a % of GDP) as of 2021
Expenditure on higher education
per students enrolled for 2021 (in ~22,180 ~16,851 ~11,259 ~2,834 ~17,591 ~1,755 ~1,160
US$)
In India, with US$1,160 spent by government on each student enrolled in higher education, there could be potential for private
sector investment to bridge the funding gaps in infrastructure, research and development, and enhance access to quality
education
120 GER for United States, United Kingdom & Brazil as on AY 2022-23, 31.0% projected GER for India in AY 2023-24, projected at 4.4%
from 28.4% in AY 2021-22, NEP target of 50% GER by 2035 projects GER growth at 4.4%.
121 GER can exceed 100% due to the inclusion of over-aged and under-aged pupils/students because of early or late entrants, and grade
repetition.
122 Absolute Growth Rate in GER for United States, United Kingdom & Brazil calculated from AY 2015- AY 2022
123 Student enrolment for United Kingdom for AY 2022-23. India student enrolment for AY 2023-24 is estimated at 4.4% CAGR from 43.3
million in AY 2021-22
124 Absolute Growth Rate for student enrolment for United Kingdom calculated for AY 2015-16 to AY 2022-23
125 Share of student enrolment in Private HEIs for United Kingdom for AY 2022-23
126 The World Higher Education Database (WHED) is the International Association of Universities’ (IAU) exclusive online reference portal.
It offers authoritative information on approximately 19,800 accredited higher education institutions, as well as details on higher education
systems and credentials across 196 countries and territories. To be listed in the WHED, an HEI should: i) be from a Member State or a
Permanent Observer of the UN or from an Associate Member State of UNESCO, ii) be recognized and referenced by the national competent
body, iii) be a degree-conferring institution offering at least a four-year degree or a four-year professional diploma and iv) have had at
least three cohorts of graduates at undergraduate level or its equivalent at a postgraduate institution.. WHED listing would help enhancing
global visibility, networking opportunities for member institutions, access to global educational resources like international conferences
and workshops, and research opportunities
207United United
Key Parameters Australia131 China Germany Brazil India
States131 Kingdom131
Source: UNESCO UIS data 2024, WHED data 2024, India- AISHE reports 2018-19 to 2021-22
Note: As per UNESCO UIS data, GER is calculated using number of students enrolled in tertiary education, expressed as percentage of
the 5-year age group immediately following upper secondary education. The population of the official age for tertiary education is
estimated to be the 5-year age group immediately following upper secondary education. The GER can be above 100% if students repeat
grades or start a particular level of schooling late.
Student accommodation segment – global overview
Student accommodation refers to accommodation specifically designed or designated for students enrolled in
higher educational institutions. It comprises various types of residences such as tradition college/ university
provided hostels, privately operated accommodation facilities, shared apartments, and paying guest (PG) facilities.
Higher education student enrolment growth is the major demand driver for the student accommodation segment
both on campus & off campus facilities. The presence of prominent universities that attract a large number of
domestic outstation students and international students further fuels this demand.
Student accommodation can be broadly categorised as follows:
1. Unorganized student accommodation – these include paying guest accommodations (PGs), multi- family
housing/ rental apartments
2. Organized student accommodation – these may fall under one of the following categories
• Conventional hostels or university provided accommodation: facilities that are exclusively owned
and managed by the university
• Purpose Built Student Accommodation (PBSA): In countries such as USA, UK and Australia, student
accommodation facilities are often built and operated by specialized private players specifically catering
to the higher education students. Such facilities are typically asset heavy (PropCo + OpCo model) and
are referred to as Purpose-Built Student Accommodation (PBSA). These facilities usually feature
amenities like study areas, cafeterias, fitness centers, sports/ recreational areas and other community
spaces designed to address student needs.
In India, the concept of Purpose-Built Student Accommodation (PBSA) is still emerging; however, there
are several on-campus and off-campus student accommodation facilities managed by private operators,
which maybe asset light (ManCo model) or asset heavy (PropCo + OpCo) and are more accurately termed
Professionally Managed Student Accommodation (PMSA). On campus PMSA facilities refer to the
ones taken over from the HEI (either on ownership or management or both are transferred), while off-
campus facilities are typically residential properties converted into multi-bed student accommodations,
offering a full range of services similar to PBSA. Given that the PMSA sector in India is still nascent
compared to developed markets, institutional owners may prefer acquiring existing on-campus facilities
backed by university contracts.
Understanding the student accommodation segment (PBSA/ PMSA) across select global locations
Serving around 13-19% of its total student enrolments, UK and USA are the established markets in PBSA segment,
offering one bed for every six students enrolled, underscoring their markets’ maturity. The UK and Australia
attract interest from both domestic and international students seeking quality housing, while the US education
system primarily caters to domestic students. On the contrary, the PMSA sector in India is still emerging, serving
less than 0.5% of the total student enrolment and the demand for quality accommodation is primarily driven by
domestic enrolments. The PMSA segment is growing due to increasing student enrolment in private higher
education, urban migration, and rising private sector investments.
Key Parameters United United Australia China127 Germany Brazil India
States Kingdom
127 Data for China not available in public domain
208Total PBSA/ PMSA 2.70 0.51 0.09 NA 0.23 0.01 0.14
Beds (2023-24) million- million- million- million- million- million-
2.75 0.56 0.10 0.25 0.015 0.15
million million million million million million
Beds (PBSA/PMSA) 13-15% 17-19% 5-7% NA 7-9% <0.5% <0.5%
per enrolment in %
(2023-24)
Av. Monthly Rent/ Bed $800- $1,600 - $1,400- NA $700- $750 $500- $550 $160- $170
(2024) in US$ $1,000 $1,700 $1,500
Source: CBRE, Data for United States from US Student housing REIT, data for UK, Brazil and Germany from BONARD Student
Housing Annual Report 2024 and 2023, figures for Australia from CBRE report on Accommodating the growth in students, July 2024.
Data for China not available in public sources.
Note: Average monthly rent per bed in UK, Germany and Brazil is given for a studio in a private residence.
PBSA beds in UK as of 2025: 0.75 million beds- data provided by Bonard Student housing company
Compared to other benchmarked countries, India typically provides more affordable student accommodation
rentals per bed, attributed to lower overall housing costs and a prevalent supply from the unorganised PG128 and
shared rental segments. Furthermore, PMSA/ PBSA segment in India is still emerging as an recognised asset class.
In prominent PBSA markets like US, the most prevalent operating model is ‘own-and-operate’ model. India is
also moving towards such models from the typical lease model. Increasing capital infusion and higher market
acceptability for the segment may fuel growth and promote entry of new domestic/international operators and
potentially aid expansion strategies of existing operators in the market.
Prominent student accommodation operators: The following table depicts top 10 operators based on beds
inventory, having their origin of operations in the benchmarked countries. Globally, Harrison Street has the largest
no of beds with no presence in India. However, Indian student accommodation operator- Elevate Campuses
Limited has emerged as one of the largest players in India with a capacity of more than 65,000 beds.
S. No Operator Country Of Portfolio Size Key Locations
Origin (No. Of Beds)
1 Harrison Street USA 2,00,000- 2,22,000 USA, UK, France, Spain
2 American Campus USA 1,30,000- 1,40,000 USA, Canada
Communities
3 Greystar Real Estate USA 1,00,000- 1,10,000 USA, UK, Germany, France
Partners
4 The Scion Group USA 90,000- 92,000 USA and Canada
5 Landmark Properties USA 70,000- 71,000 USA, UK, Ireland
6 Unite Students UK 65,000- 68,000 UK
7 Elevate Campuses India 66,272 Bangalore, Pune, Mangalore, Jaipur,
Limited* Sonipat, Manipal, Solan, Coimbatore
8 Prominent Indian PMSA India 38,000 – 43,000 Delhi, Bangalore, Pune, Hyderabad,
Operator Chennai
9 Yugo UK 40,000- 45,000 USA, Australia
10 Homes for Students UK 35,000- 40,000 UK
Source: CBRE
Note: *Data provided by Elevate Campuses Limited
Investments in student accommodation segment (PBSA / PMSA): The student accommodation sector attracts
investments predominantly from institutional investors and real estate developers. Major investments in student
accommodation segment are as follows:
Transactions Country Year Key Insights
Empiric Student Property PLC takeover
UK 2025 Acquired 7,685 beds in 23 towns
by Unite Students
Unite Students enter a JV with To develop 2,300 beds at the University’s Cambridge Halls
UK 2025
Manchester Metropolitan University site in Manchester city centre for delivery in 2029 and 2030
128 Paying Guest facilities
209Transactions Country Year Key Insights
International Campus (IC) under its
brand FIZZ acquires 5 asset student Germany 2025 Five student housing apartment blocks comprising 1,900 beds
housing
KKRs Acquisition of BREIT Portfolio USA 2024 Acquired 19 PBSA from a prominent real estate income trust
Harrison Street’s Portfolio Sale USA 2024 8700 beds at universities including Arkansas and Missouri
Greystar enters agreement with Share
The 1,900-bed student housing portfolio consists of four
student living and CIX Capital to Brazil 2024
assets located in central neighbourhoods of São Paulo
operate and manage PBSA in Brazil
Acquisition of American Campus
USA 2022 166 Properties and management of 38 additional properties
Communities (ACC)
Harrison Street & Global Student Acquired 5 properties adding 1600 beds across 23 states,
USA 2022
Affiliations (GSA) Partnership expanding GSA’s portfolio to 46 properties in US
Source: CBRE; based on publicly available information
Currently, PMSA segment in India serves less than 0.5% of the total student enrolment in higher education. As
this segment is still in its nascent stages, it would have growth potential, particularly with rising private enrolments,
increasing urban migration, and a growing preference for organized, quality living spaces.
Higher Education Segment In India
The Indian higher education sector is witnessing steady growth, characterized by rising quality expectations from
a growing middle class and favourable government initiatives. From AY 2011- 12 to AY 2021- 22129, private
HEIs expanded in both the number of new institutions and student enrolments, primarily due to the private sector’s
capacity to develop capital intensive infrastructure, offer industry relevant courses more rapidly than public
institutions, limited expansion capacity of public HEIs130, and favourable government policies & support
promoting the segment. This trend is likely to continue with the private sector expected to drive the future growth
of Indian higher education.
The following section highlights the higher education ecosystem in the country by providing insights into the
public and private HEIs landscape, regulatory overview of higher education and initiatives by the government,
promoting private sector participation in this segment.
ATTRIBUTES OF HIGHER EDUCATION SEGMENT IN INDIA
Government Lack of quality
Government
Student enrolment in In 2024, state and initiatives: academic
NEP targets to initiatives: Approval
Private HEIs deemed private Emergence of infrastructure,
increase GER of 15 Foreign HEIs
growing at 7.4% v/s universities made up PPP for creating both physical and
from 28.4% in AY to set up campuses
Public HEIs at 5% 44% of the top 200 quality hostel/ digital, mainly due
2021-22 to 50% in India; academic
between 2011 and NIRF rankings, up other to limited financial
by 2035. collaboration is
2021 from 33% in 2017 infrastructure in capacity of many
gaining momentum
HEIs public HEIs.
Rising enrolments and GER in Indian higher education
India’s higher education GER rose from 20.8% in AY 2011–12 to 28.4% in AY 2021-22 with a CAGR of 3.2%,
alongside student enrolment growth from 29.2 million to 43.3 million (with a CAGR of 4.0%)131.Projections
129 Latest data on higher education provided by All India Survey on Higher Education (AISHE) is available as of 2021-22.
130 NITI Aayog report on Expanding quality education through States and State public universities
131 AISHE Annual Report 2011-12 to 2021-22
210estimate the GER will reach 31.0% and enrolment will reach 47.2 million by AY 2023-24. Achieving the NEP
2020 target of 50% GER by 2035 will require sustaining this 4.3% annual growth, necessitating additional
capacity for approximately 47 million students (as per NITI Aayog target of increasing enrolments to 90 million
by 2035132). This requires expanding academic infrastructure, faculty, and student services, establishing new HEIs
as well as increasing the availability of quality student accommodation.
Classification of Higher Education Institutions (HEIs) by Management
Higher educational institutes in India are categorized into public and private based on their management. Public
HEIs are managed by the government, while private HEIs, which include aided and unaided institutions, are
managed by individuals, trusts, societies, or other private organizations that operate on a not-for-profit basis133.
Higher growth witnessed in private HEIs compared to public HEIs in India: As of AY 2021-22, India’s higher
education landscape has been dominated by private institutions, accounting for 71.9% of total number of HEIs
and 51.4% of total student enrolment134. Further, the HEI segment is undergoing a transformative shift, with
private HEI enrolments growing at a CAGR of 7.4% from AY 2011-12 to AY 2021-22. The increased
participation of the private sector has impacted the higher education landscape by tapping the latent demand and
enhancing access to quality higher education.
Student Enrolment (mn) in Higher No. of Higher Educational Institutions from
Educational Institutions from AY 2011-12 to AY 2011-12 to AY 2021-22
AY 2021-22
42,174
22.3
17.7
25,953
10.9 10.9
12,395
9,015
2011 2021 2011 2021
Enrolment in public HEIs Enrolment in private HEIs No. of public HEIs No. of Private HEIs
Source: AISHE Annual Reports from 2011-12 to 2021-22
Note: The graph above displays enrolments and no. of HEIs exclusively from universities and colleges and does not include those in standalone
institutions. Private HEIs include state private universities, deemed private universities, state private open universities, private aided colleges
and private unaided colleges. The latest figures are published till AY 2021-22 by AISHE.
There has been an increase both in number of private HEIs and student enrolments in private HEIs in India which
has been partly facilitated by and likely to be further bolstered in the future by favourable central government
initiatives:
• Regulations for World Class Institution135- Deemed to be University, 2016: It is aimed at providing
‘deemed to be universities’ more autonomy with respect to their academics and governance structure, aiming
to elevate them to global standards in education and research.
• Institutes of Eminence, UGC 2017: These regulations grant greater academic, administrative and financial
autonomy, allowing institutions to set their own curriculum, admit foreign students, collaborate globally, and
even establish offshore campuses.
132 PIB release on Feb 2025
133 AISHE Annual Report 2021-22
134 AISHE Annual Report 2021-22
135 A ‘World Class Institution- Deemed to be University’ in India refers to a higher education institution that has been conferred deemed
university status by UGC (World Class Institutions Deemed to be Universities) Regulations, 2016. These institutions are distinguished by their
academic excellence and research output and are expected to attain global recognition with an aim to be ranked among the top 100 universities
worldwide in terms of teaching and research over time.
211• National Education Policy (NEP), 2020: Aims to increase enrolments and promote internationalisation of
education.
• Regulations for setting up Foreign HEIs in India: The International Financial Services Centres Authority
(IFSCA) regulations in 2022 and UGC regulations in 2023 enable setting up of foreign institutions in India.
Classification of Higher Education Institutions (HEIs) by Constitution
HEIs in India are classified into three categories: universities136, colleges137 and standalone institutions138. Of the
total student enrolment, colleges have the largest share at 72.7%, followed by universities at 22.3%, and standalone
institutions at 5.0%. Below is the break-up of HEIs in India:
Standalone
Total Universities Colleges
Institutions
No. of HEIs 58,643 1,168 45,473 12,001
Student Enrolment (in million) 43.3 9.6 30.3* 2.2
% Student Enrolment 100% 22.3% 72.7% 5.0%
CAGR Student Enrolment (2011-2021) 4.0% 5.7% 6.4% 1.8%
Source: AISHE Annual Report 2021-22
Note: *The enrolment number for colleges is only inclusive of the ones responding to the AISHE survey (actual enrolment). The enrolment in
colleges inclusive of the ones not responded is 31.5 million which is an estimated figure provided by AISHE.
Profiling of universities in India
Indian universities are primarily public, constituting around 59.6% of the total, while the private sector, accounting
for about 40.4%, is growing rapidly at a CAGR of 11.2% compared to 4.3% for public universities between AY
2011-12 and AY 2021-22139.
The various types of universities in India are as follows:
Total Student
Share in Total
No. of Universities Share in Total No. Enrolment in
Type Of University University
(AY 2021-22) Of Universities million(AY 2021-
Enrolment
22)
State Public University140 423 36.2% 3.0 30.9%
State Private University141 391 33.5% 1.6 16.8%
Institute of National Importance142 153 13.1% 0.3 3.4%
Deemed 143 Private University 81 6.9% 0.9 8.8%
Central University144 53 4.5% 0.7 7.3%
Deemed Government University 33 2.8% 0.03 0.3%
Open University145 18 1.5% 3.1 31.8%
136 University: According to University Grants Commission (UGC), university refers to an institution established or incorporated by or under
a Central Act, Provincial Act, or State Act and is recognized by the Commission in accordance with the regulations established under this
Act.
137 Colleges: According to UGC Act section 12A[1][b], a college is any institution, that offers courses leading to qualifications from a
university and is recognized by the university as competent to provide such courses and present students for examinations to award those
qualifications.
138 Standalone Institutions: Several institutions operate outside the scope of Universities and Colleges. These institutions typically offer
Diploma or PG Diploma programs and require recognition from various Statutory Bodies some of which include AICTE, State Directorate
of Technical Education, Indian Nursing Council, State Nursing Council and various Central and State Ministries.
139 AISHE Annual Reports from 2011- 2021
140 State public university: established or incorporated by a Provincial Act or by a State Act, AISHE 2021-22
141State private university: A university established through a State/ Central Act by a sponsoring body viz. a Society registered under the
Societies Registration Act 1860, or any other corresponding law for the time being in force in a State or a Public Trust or a Company
registered under Section 25 of the Companies Act, 1956, AISHE 2021-22
142 Institute of National Importance: An Institution established by Act of Parliament and declared as Institution of National Importance such
as All Indian Institute of Technology (IIT), National Institute of Technology (NIT), AISHE 2021-22
143 Deemed university: An Institution Deemed to be university commonly known as deemed university refers to a high-performing institute,
which has been so declared by Central Government under Section 3 of the University Grants Commission (UGC) Act, 1956, AISHE 2021-
22
144 Central university: established or incorporated by a Central Act, AISHE 2021-22
145 Open university: A university which imparts education exclusively through distance education in any branch or branches of knowledge,
AISHE 2021-22. It comprises of Central open university, state open university and state private open university
212Total Student
Share in Total
No. of Universities Share in Total No. Enrolment in
Type Of University University
(AY 2021-22) Of Universities million(AY 2021-
Enrolment
22)
Deemed Government Aided University 10 1.0% 0.1 0.6%
Institute under State legislature Act146 6 0.5% 0.01 0.1%
Type of university based on Management
Public Universities 695 59.6% 7.1 74.4%
Private Universities 473 40.4% 2.5 25.6%
Total 1,168 9.6
Source: AISHE Annual Reports 2021-22
Growing significance of private universities in India
Growth in no. of private universities in India: From AY 2011-12 to AY 2021-22, the no. of private universities
in India grew with a CAGR of 9.9%, while the same for public universities stood at 4.3%.
Rising enrolments in private universities in India: In higher education, private universities accounted for 25.6%
of total university enrolments as of AY 2021-22 and have grown at a CAGR of 11.6% from AY 2011-12 to AY
2021-22, compared to 4.3% CAGR for public university enrolments over the same period. Amongst key categories
of universities, State Private Universities have seen the maximum growth in enrolments with a CAGR of
approximately 19.6%, followed by Institute of National Importance and Deemed Private Universities with a
CAGR of 11.3% and 4.4% respectively during AY 2011-12 to AY 2021-22. These universities together comprise
of 29% of total enrolment in universities. On the other hand, Central and State Public universities had a minimal
growth in enrolment with a CAGR of 2.4% and 1.9% respectively.
Student enrolment (mn) and growth (CAGR %) in India from AY 2011-12 to AY 2021-22
3.5 25%
19.6%
3.0 20%
2.5 15%
11.3%
2.0 10%
4.4%
1.5 2.4% 2.0% 5%
-1.6%
1.0 0%
-4.7%
0.5 -5%
0.0 -10%
State Private Institute of NationalDeemed University-Central University State Public Deemed University-Deemed University-
University Importance Private University Government Government Aided
2011-12
2021-22
Source: AISHE Annual Reports from 2011-12 to 2021-22
Note: The graph above does not include enrolments from Open university and Institutes under State Legislature Act.
State Private Universities, Deemed Private Universities and Institutes of National Importance - Universities
with maximum growth in student enrolments
This growth in private universities (State Private Universities and Deemed University Private) is on account of
the states’ limited financial capacity, outdated curricula and lack of variety of courses in public institutions147. It
could be further augmented on account of rising per capita income of people leading to more affordability and
146 Institute under State Legislature Act: An institution established or incorporated by a State Legislature Act, AISHE 2021-22
147 NITI Aayog report on Expanding quality education through States and State public universities
213demand for quality education in the private sector. Various government initiatives, as highlighted earlier, have
also fostered the growth of private universities.
Quality of education witnessed in private universities in India: Private universities have earned national
recognition, affirming their role in enhancing the quality of higher education in the country. Multi-campus private
universities, research intensive programmes, international collaborations like student exchange programmes,
industry aligned modules, infrastructural facilities, autonomy and flexibility in operations are some of the
measures leading to improved quality of education as further evidenced by the increasing share of private
universities in the top 200 universities NIRF rankings.
Share of various universities in Top 200 NIRF Rankings for 2016 and 2024
41.0% 40.1%
14.5% 33%share of 19.8% 44% share of
Private Private
4% 18.0%
University 2.2% 24.2% University
3% 19.0% 11.5%
2.2%
2016 2024
Central University Deemed University-Government Deemed University-Government Aided
Deemed University-Private State Private University State Public University
Source: NIRF Ranking CY 2024 and CY 2016, AISHE 2021-22
The share of state private universities and deemed private universities in top 200 NIRF rankings increased to 44%
in CY 2024, from 32.5% in CY 2016, while the share of state public universities and central universities saw a
decline during the same period.
Among the top 200 NIRF-ranked universities, which collectively enrols around 3.2 million students, only one-
fourth of the total student population is provided with accommodation facilities. In contrast, State Private
Universities provide student accommodation to approximately one-third of their enrolled students, while Deemed
Private Universities accommodate nearly half of their student population148.
Prominent private universities in Higher Education segment in India: Some of the prominent private
universities149 in India with respect to student enrolment are as follows:
S. University Name Year of Student Campuses Tier NIRF ranking Location
No establish enrolment across I/II 2024
ment (2023-24) India cities
1 Amity University 2005 95,367 11 I & II 32 (for Uttar Noida, Kolkata,
Pradesh Campus) Gurugram, Lucknow,
Raigad, Gwalior, Jaipur,
Raipur, Patna, Ranchi,
Mohali
2 Lovely Professional 2005 91,308 1 II 27 Phagwara
University
3 Vellore Institute of 1984 73,266 4 I&II 10 (for Vellore Vellore, Chennai,
Technology campus) Amaravati, Bhopal
4 SRM University 1985 80,197 3 I&II 12 (for Chennai Chennai, Amaravati,
campus) Sonipat
5 Manipal University 2001 46,636 2 II 4 (for Manipal Manipal, Jaipur
Campus) and 64
(for Jaipur
campus)
6 Chandigarh University 2012 56,945 1 II 20 Mohali
7 Maharishi Mahesh Yogi 1995 42,980 1 II - Bhopal
Vedic Vishwavidyalaya
8 Christ University 1969 36,532 1 I 60 Bangalore
148 AISHE excel database 2023-24
149 Private universities are selected based on higher student enrolments
2149 Jain University 1990 45,455 1 I 65 Bangalore
10 Dr. D.Y.Patil 2003 35,911 1 I - Pune
Vidyapeeth, Pune
Source: AISHE 2023-24 excel database from AISHE website, CBRE, NIRF Ranking 2024
Many leading private universities in India, in terms of student enrolment, are also featured in the top 100
institutions in the NIRF Ranking provided by the Ministry of Education (MoE), highlighting their academic
quality150. Manipal Academy of Higher Education (MAHE) is one of India’s foremost academic and research
institution and was ranked fourth in top 100 universities among 10,845 participating institutions in India in the
NIRF ranking 2024. MAHE is also recognized as an ‘Institute of Eminence (IoE)’ by the Government of India,
placing it among the top 12 public and private universities across India. Other 11 IoEs in the country include 8
public universities namely Indian Institute of Science, Bangalore, IIT Delhi, IIT Bombay, IIT Madras, IIT
Kharagpur, University of Delhi, University of Hyderabad and Banaras Hindu University, and 3 private universities
namely Birla Institute of Technology and Science, Pilani, OP Jindal Global University and Shiv Nadar
University151. Private universities with multiple campuses and high NIRF rankings are gaining prominence. Their
wide reach improves access to education, while strong rankings boost their reputation, together driving growth,
influence, and access to education.
Profiling of Colleges in India
Colleges are classified based on their administrational and operational structure into university/constituent
colleges and affiliated colleges, and by their management type into government, private aided, and private unaided
institutions.
Growth trend of colleges in India: From AY 2011-12 to AY 2021-22, student enrolments in colleges grew at a
CAGR of 6.4%, with 30.3 million students, accounting for 72.7% of total higher education institution (HEI)
enrolments. Private unaided colleges exhibited the highest growth rate at 8.0% CAGR, followed by government
colleges, which grew at 5.5% CAGR during the same period.
Share of various types of colleges
Student enrolment in colleges in India from
in total college enrolment
AY 2011-12 to AY 2021-22
AY 2021-22
30.3mn
n
m CAGR
n
Government college i tn 13.5 Private unaided
35% e m 8.0%
45% lo 16.3mn
Private aided college rn
e
tn
6.2 6.2
Priv 4a .t 9e
%
aided
Private unaided e d 3.9
20%
college u tS
6.2
10.6 Gov 5e .5rn %ment
AY2011-12 AY2021-22
Govt colleges Private Aided Private unaided
Source: AISHE reports from 2011-12 to 2021-22
Profiling of standalone institutions in India
There are numerous institutions that operate independently of universities and colleges which fall under 7 major
categories152 and typically offer Diploma and Postgraduate Diploma programs. As of AY 2021-22, there were
approximately 12,000 standalone institutions in India which are categorised into government institutions, private
aided institutions and private unaided institutions.
150 NIRF Parameters
151 University Grants Commission, list of Institutes of Eminence
152 Seven categories of Standalone institutions are: i) Polytechnics (Technical Institutions), Nursing Institutions, Teacher training institutes,
Post Graduate Diploma in Management (PGDM), Institutes under ministry, Paramedical institutes and Hotel management and catering
institutes
215Growth trend of standalone institutions in India: As of AY 2021-22, there were approximately 2.2 million
students enrolled in standalone institutions, which comprises 5% of total enrolment153.
Share of various types of
Student enrolment in standalone institutions in India
standalone institutions AY 2021- from AY 2011-12 to AY 2021-22
22
n
m
n
24% Govt institutions i tn 2.2
em
Private Aided
lo
rn
10% e
tn
66% Private unaided e d
u tS 1.8
AY2011-12 AY2021-22
Source: AISHE reports from 2011-12 to 2021-22
Note: The management wise enrolment data for standalone institutions are not available in AISHE Annual Report 2021, as enrolments for the
same are given with respect to type (such as nursing, teacher training, paramedical and hotel management) and level wise (such as PG,
M.Phil, UG, PG Diploma and Diploma)
Regulatory framework for Higher Education in India
India’s higher education regulatory framework is multi-layered, with the University Grants Commission (UGC)
acting as the central authority. 15 regulatory bodies154 oversee the financing, establishment, and regulation of the
HEIs.
Policy making Regulation
Department of Higher Education University Grants Commission Accreditation
Association of Indian Universities (AIU) and 15 other regulatory bodies National Board of Accreditation
Central Advisory Board of Education (professional councils) National Assessment and
(CABE) including AICTE Accreditation
State Councils for Higher Education
Key bodies under each vertical
The Department of Higher University Grants Commission The National Assessment and
Education, Ministry of Education (UGC): Accreditation Council
(MoE): Established in 1956 by the UGC Act (NAAC):
Responsible for developing the Higher Coordinates and determines Established by the UGC in
Education sector’s infrastructure, policy standards in universities. September 1994
formulation. Functions: releasing grants, Function: evaluate, assess, and
Looks into increasing GER, improving recognizing universities and accredit universities and
education quality, promoting academic colleges, verifying eligibility for colleges.
reforms, establishing new and central government grants, and Grading: on an eight-point
upgrading existing institutions. ensuring institutions have NAAC scale, ranging from A++ to D.
accreditation.
Fee regulation in Indian HEIs: In India, fees for professional courses provided by HEIs are regulated by the fee
regulatory committees at the State level, which also prohibits the collection of capitation fees155 (donation fees).
In the case of unaided colleges, fee regulation is managed by Fee Regulatory Committees established under
various state-specific fee regulation acts156. These committees determine the permissible fee structure for each
academic year, considering multiple factors such as the institution’s revenue, maintenance and operational
153 AISHE Annual Report 2021-22
154 Regulatory bodies in Higher Education in India- University Grants Commission (UGC), All India Council for Technical Education
(AICTE), National Medical Commission (NMC), Dental Council of India (DCI), Pharmacy Council of India (PCI), National Council for
Teacher Education (NCTE), Rehabilitation Council of India (RCI), Indian Council for Agriculture Research (ICAR), Bar Council of India
(BCI), Indian Nursing Council (INC), Council of Architecture (COA), Central Council for Homeopathy and Central Council of Indian
Medicine
155 “Capitation fee” refers to any amount—regardless of its designation or whether paid in cash or kind—that exceeds the prescribed or
officially approved fee structure.
156 Private unaided colleges admission and fee regulation Act for respective states
216expenses, infrastructure development costs, and the provision of special amenities for students. The specific
criteria used for fee determination vary from state to state.
Similarly, for State Private Universities, internal committees constituted under the respective State Private
Universities Acts are responsible for regulating fee structures. In the case of Deemed Universities offering
professional courses, the University Grants Commission (UGC) oversees fee regulation, through the University
Grants Commission Act of 1956.
Fee trends and growth – Tuition fee and Hostel fee
Higher education fees in India typically comprises of two major components: Tuition Fee and Hostel fee (for
student accommodation in hostels). Hostel fee is mostly charged as a composite fee which includes the bed fee as
well charges for services such as mess/ food, laundry and utilities such as electricity.
• Typically, hostel fees in prominent private universities and HEIs may range from 20 to 50% of the average
tuition fee. Hostel fee usually includes the charges for room, mess/food, electricity, wi-fi/internet and other
utility charges.
• Hostel fee has been observed to be a function of the location, quality of infrastructure and the course (which
impacts tuition fee and in turn hostel fee). Hostel fee per annum for private universities may vary from INR
0.07 millionto INR 0.18 millionper annum for non-AC double sharing room and INR 0.12 to INR 0.22
millionper annum for and AC double sharing room.
The table below highlights the highest ranked 7 private universities on NIRF157 with their respective fee breakup:
Annual Annual Annual Hostel
Annual
Tuition Hostel Fee Hostel Fee Fee* as a
Tuition Fee-
Year of NIRF Fee- (Non-AC 2 (AC 2 % of
University Name B Tech/ B.E
establishment158 Ranking159 MBA Sharing) Sharing) Average
(INR
(INR (INR (INR Tuition
million)160
million) million) million) Fee
Manipal Academy of
Higher Education, 2001 4 0.35 – 0.56 0.94 0.12 – 0.15 0.19 – 0.22 19%
Manipal
Vellore Institute of 0.34-
1984 10 0.17 – 0.21 0.12 – 0.14 0.15 – 0.17 49%
Technology, Vellore 0.35
S.R.M. Institute of
0.45 –
Science & Technology, 1985 12 0.28 – 0.48 0.16 – 0.17 0.26 – 0.27 39%
0.48
Chennai
Siksha ‘O’ 0.17 –
1996 14 0.24 – 0.32 0.07 – 0.08 0.13 – 0.14 27%
Anusandhan 0.39
Kalinga Institute of
0.48 -
Industrial Technology, 1997 15 0.39 – 0.40 0.12 – 0.13 0.16 – 0.17 28%
0.49
Bhubaneswar
Birla Institute of
0.60- Not
Technology & 1964 19 0.60 – 0.61 0.08 13%
0.61 applicable
Sciences, Pilani
Chandigarh 0.30 –
2012 20 0.22 – 0.30 0.16 – 0.17 0.19 – 0.20 58%
University 0.31
Source: CBRE
* Hostel fee covers non-AC rooms and meals per student. The % of the hostel fee to the tuition fee is calculated based on the combined
average tuition fee for the B.Tech and MBA programs.
157 Top 20 also includes universities from other categories i.e. Central University, Deemed University – Government/ Government Aided,
State Public University
158 AISHE Excel Report 2022-23
159 NIRF top 100 Universities Ranking 2024
160 Respective University Websites, B.E fee has been considered where B.Tech course is not available
217Annual tuition fee and hostel fee (per person) growth: AY 2014-15 to AY 2024-25
617 748
473
100 136 172
2014-15 2020-21 2024-25
Tuition Fee Average (normalised) Hostel Fee Average (normalised)
Source: CBRE
Note: The fee growth assessment has been conducted using a sample set of universities.
Student hostel fees and tuition fees161 have grown at a CAGR of 5-6% on an average in the last decade. The
segment has witnessed stable fee growth with limited fluctuations.
National Education Policy (NEP) 2020: The National Education Policy (NEP) 2020, formulated by the
Government of India, aims to reform the education sector. It addresses gaps in the current system and proposes
key reforms to drive growth. Additionally, NEP also aims to curb the commercialization of higher education,
where all institutions will be subject to rigorous audits and transparency standards akin to not-for-profit entities,
with any surplus mandatorily reinvested into the education sector.
Government initiatives encouraging private sector in the higher education segment
i) Emergence of Public- Private Partnerships in Higher Education segment in India: Public-Private
Partnerships (PPPs) are being adopted in higher education segment by leading public institutions such as
Indian Institute of Technology (IIT) and Indian Institute of Management (IIM) presents opportunities to
provide student accommodations and related services under long term contracts.
Example includes the proposed development of student hostels at IIIT Nagpur on a DBFOT (Design, Build,
Finance, Operate and Transfer) basis under the PPP model. Similar projects at IIT Madras and IIM Hyderabad
are also in the process of being awarded162. IIM Udaipur has become country’s first IIM to initiate campus
expansion in India under PPP mode to meet growing demand for accommodation facilities.
ii) Emergence of Foreign higher educational institutions in India: To promote internationalisation of
education in India, top 100 foreign universities in the world would be approved to operate in the country.
Currently 15 universities have received approval to set up their campuses in India.
Under UGC’s 2023 regulations (one of the two regulatory bodies approving foreign universities to operate in
India and the other being International Financial Services Center Authority, IFSCA), eight foreign
universities have received approval to set up campuses in India, and over 50 HEIs have applied for approval.
The University of Southampton became the first to receive a Letter of Intent (LoI) and establish its campus
in Gurgaon in August 2025. Other approved HEIs include Illinois Institute of Technology (USA), University
of Liverpool (UK), Victoria University and Western Sydney University (Australia), Istituto Europeo di
Design (Italy), and University of Aberdeen. Lincoln University (Malaysia) has applied to establish a campus
in Telangana. The University of Western Australia is opening campuses in Mumbai and Chennai.
The IFSCA issued regulations titled “Setting up and Operation of International Branch Campuses and
Offshore Education Centres,” which is applicable to foreign educational institutions establishing themselves
in Gujarat International Finance Tec (GIFT) City, India163. Deakin University and University of Wollongong
have received approval from IFSCA and began its operations in 2024. Other universities such as University
of Surrey, Coventry University and Queens university, Belfast are planning to set up their campuses in GIFT
City.
iii) Creation of Edu city for promoting foreign universities in India: NITI Aayog’s plan to develop MMR as a
global economic hub includes an Edu City near Panvel to attract top foreign universities. Five institutions—
including University of York (UK), University of Western Australia (UWA), University of Aberdeen (UK),
161 Considered a sample set of 15 prominent private universities. Hostel fee is considered for double occupancy AC rooms and tuition fee is
considered as an average of annual tuition fee for BTech, MBA, MBBS and B.Com. Hostel and tuition fee source from respective
university websites
162 PPP in HEI infrastructure projects in India, Dept. of Economic Affairs
163 Setting up and Operation of International Branch Campuses and Offshore Education Centres
218Illinois Institute of Technology (USA) and Istituto Europeo di Design (Italy) —have received LoIs from UGC,
while five more are in talks with Maharashtra to set up campuses in Navi Mumbai.
In Tamil Nadu, Tamil Nadu Industrial Development Corporation (TIDCO) plans to develop the Tamil Nadu
Knowledge City (TKC) across approximately 1400 acres, aiming to attract top global universities and tech-
driven organizations. RWTH Aachen University is to set up an innovation lab at TKC, and the state
government has partnered with Times Higher Education Institute of London to bring foreign university within
TKC, bringing global research excellence to the region.
Similarly in Karnataka, Knowledge, Well- being and Innovation (KWIN) City is proposed as a hub for
education and industry, with plans to host world-class universities. At the Invest Karnataka 2025 summit, 10
Memoranda of Understanding (MoUs) were signed under the KWIN initiative with various domestic and
international institutions, including St. John’s University (New York) and the University of Liverpool164.
As private sector participation in Indian higher education accelerates, the growth in student enrolments is
expected to continue, driven by ambitious targets like the NEP 2020’s goal of achieving a 50% GER by 2035.
This growth will not only require the expansion of academic infrastructure and faculty resources, but also a
significant increase in quality student accommodation. Private sector, with their capacity for large capital
investment and campus development, are uniquely positioned to address this emerging need. By investing in
this segment, the private sector can ensure that students from diverse backgrounds have access to safe,
comfortable, and quality housing.
Student Accommodation Segment in India
The growth in HEIs and regular influx of migrant students have created demand for student accommodation
segment in India. Historically, this demand has been primarily met by the university/ college provided
accommodation and unorganized alternatives like Paying Guest Accommodations (PGs165) and rented apartments.
These alternatives are not purpose built and often have limited services and infrastructure to meet student specific
needs. In recent years, this gap has led to the emergence of specialized providers offering Professionally Managed
Student Accommodations (PMSAs), both on and off-campus. PMSAs are usually designed with amenities and
services that cater specifically to student lifestyles. Moreover, PMSA facilities acquired and managed by private
companies/ operators, may allow HEIs to focus on their core competence which is academic education and
associated infrastructure.
The PMSA segment, however, is still in a nascent stage of development and accounts for less than 0.5%166 of the
total student enrolments167 in India as of AY 2024-25. In contrast, as previously noted, the student accommodation
landscape in the developed countries is dominated by Purpose-Built Student Accommodation (PBSA) facilities,
both on and off-campus. In a mature market like USA and UK, the share of PBSA beds to student enrolment is in
the range of 13% - 19% as on AY 2023-24168 As India continues to develop economically, there is the possibility
for the market share of PMSAs to increase, potentially mirroring trends seen in mature global markets. This
potential expansion could be fuelled by growing student expectations, increasing student mobility, and increasing
professionalization of student housing providers.
ATTRIBUTES OF THE STUDENT ACCOMMODATION SEGMENT IN INDIA
164 Invest Karnataka 2025
165 Paying Guest facilities in Indian context usually refer to shared accommodation facility in a host property where shared rooms and
meals are provided at a monthly fee
166 PMSA supply for India has been estimated for prominent 15 players
167 Estimated student enrolment for AY 2024-25 is based on extrapolation of the AY 2021-22 enrolment data from the AISHE 2021-22
Report
168 Source: Data for United States from US Student housing REIT, data for UK and Germany from Bonard Student Housing Report 2021 &
2024
219Segment is dominated by
Migrants for education
Growing student HEI provided & PMSA facilities offer Outsourcing to PMSA
form significant share of
enrolment in HEI is unorganized segment better infrastructure, operators enables HEIs
student enrolment and
driving demand for accommodations. The superior services, to focus on core
drives demand for
student PMSA segment may technology, and a safe functions and reallocate
student accommodation
accommodation, emerge as a viable community environment. funds more effectively.
in India
alternative
This section covers the growth drivers for student accommodation segment, the present student accommodation
landscape in India, key operators, various operating models, features and merits of PMSA facilities and key
challenges of the segment.
Rising demand for student accommodation segment in India
India currently has approximately 43.3 million students enrolled across 58,600+ HEIs. A significant portion of
these students leave their hometowns to pursue higher studies, referred to as migrant students, which creates
demand for student accommodation. According to the 2011 census, migrant students accounted for 19% of the
total enrolment. This figure could now be as high as approximately 22–23%, assuming the historical annual
growth rate of 5–6% has continued.169 In prominent private universities, the proportion of migrant students could
be even higher, ranging between 60–65% approximately170. Despite this demand, hostel capacity for HEIs in India
stands at 18% of student enrolments. The remaining majorly rely on the unorganised sector including PGs, shared
apartments, and private hostels, which often fall short in terms of quality, safety and amenities. There is a growing
preference from students for managed accommodation and purpose-built student housing, which offer modern
amenities, safety, and a community-focused environment, reflecting the aspirational lifestyles and increasing
disposable incomes of students and their families.
Growth drivers for student accommodation segment in India
• Demographic advantage: India’s youthful demographic and expanding middle class are boosting demand for
higher education. The 20–34 age group will remain steady at 23–26% (approximately 350 million) until
2036171.
• Growing middle income group: The middle income group is set to grow from 31% in 2021 to 47% by 2031,
which could potentially increase the no. of families with greater disposable income and thereby affording
quality HEIs for their children.
• Rising enrolments and GER targets are driving demand for student housing: The student enrolment witnessed
a 4% growth from AY 2011-12 to AY 2021-22. This coupled with the target to increase GER and thereby a
subsequent increase in student enrolment directly contributes to the demand for student accommodation.
• International Students: As per AISHE Report 2021-22, approx. 46,878 international students are enrolled in
Indian universities from 170 countries172. Study in India and Internationalization of Education campaigns
have the potential to attract over 500,000 students by 2047173.
• Migration for Education: The migrants for education have grown at a rate of 5% annually from 2001 to 2011.
Assuming a growth at a rate of 5-6%, migrants for education could now account for approximately 10.6
169 Based on historical growth rate from Census 2001 and 2011, Outstation students (outside state and outside country) share to student
enrolment for colleges/ universities registered for NIRF (National Institutional Ranking Framework) rating
170Determined by taking weighted average of migrant share across universities in different categories based on sample size, CBRE
171 Report of the Technical Group on Population Projections, National Commission on Population, Ministry of Health and Family Welfare,
2020
172 AISHE Report 2021-22
173 Report on the Akhil Bharatiya Shiksha Samagam 2023 - Thematic Session 8: Internationalization of Education, Ministry of Human
Resource Development, Government of India
220million in 2024 174 (22-23% approx. of total enrolments) population driving the demand for student
accommodation.
The demand for student accommodation is currently addressed through a variety of options, differing in the type
of operators managing the facility, the organised175 or unorganised176 nature of the development, and the location,
whether on or off-campus.
Types of Student Accommodation Facilities
Migrant students pursuing higher education often reside in either on-campus or off-campus accommodation
facilities which can be organized or unorganized. Organized student accommodations refer to on-campus housing
managed directly by colleges and universities, as well as on & off-campus PMSA facilities, whereas unorganized
accommodations include rented houses, PGs, or hostels managed by individuals which typically provide limited
amenities and services compared to organized accommodations.
PMSA includes hostels acquired from HEIs/ facilities converted from standalone developments, which are
refurbished and managed by private operators or developers. These facilities specifically catering to student needs
by offering various amenities and an overall community experience, including study areas, fitness centre, sports/
recreational areas and social events. PMSA is an outcome of the demand for good quality infrastructure and
services from India’s rapidly growing consumer class.
Location On – Campus Off – Campus
Operator Owned & Operated by University PMSA (Operated by organised player) Operated by unorganised player
Traditional Hostel On-Campus Accommodation Off-Campus Accommodation
Type of Facility Unorganized PG facilities
Accommodation On-Campus run by Private Operators run by Private Operators
• Hostel facilities owned by
universities or by the
specialized private operator
• Operations are managed by
a specialised private • Facilities are seldom
• Situated within operator owned; typically leased • PG facilities operated by
premises/close to from landlords
a oc tha ed re m fai cc i lb itl io ec sk s and • S pri otu xa it med it yw ti oth ti hn e o ar c i an d c el mos ice • Hostel facilities • u Sn ito ur ag ta edn i ose ffd - cp ar miv pat ue s p inla yers
• Limited amenities premises o spp ee cra iate lid z eb dy pa r ivate proximity to major
provided (refer section • Fees including room and operator institutional areas – may
Features
‘ PP Mro Sd Au Vct
/
sP oro thfi el rin g: m ore as ns nc uh aa lr lg ye d per semester • Situated off-campus in h ino su tis te u ts et su dents from multiple
alternatives’) • Usually involves p inr so tx iti um tii oty n ato l am rea aj so r – • Limited amenities provided
• Fees including room and refurbishment of older may house students (refer section ‘Product
mess charged per facilities; services focussed from multiple Profiling: PMSA V/s other
semester or annually on delivering a community institutes. alternatives’)
• Security and discipline experience • Fees charged annually • Fees charged monthly– room
ensured by HEI • Minimum occupancy or monthly – room and and mess fee
appointed warden guaruntees are often food charges
provided by universities to
the private operator.
• Security and discipline
ensured by HEI appointed
wardens.
174 Net student migrant number has been considered i.e. Total migrants for education – Students migrating abroad out of India, Projected at
5-6% from Census 2011
175 Organised facilities may be defined as those operated by organised/institutional private operators or HEIs.
176 Unorganised facilities may be defined as those operated by unorganised players such as landlords or local operators not registered as an
entity
221Location On – Campus Off – Campus
Operator Owned & Operated by University PMSA (Operated by organised player) Operated by unorganised player
Traditional Hostel On-Campus Accommodation Off-Campus Accommodation
Type of Facility Unorganized PG facilities
Accommodation On-Campus run by Private Operators run by Private Operators
• Specialized private operators’ core competency lies in
managing PMSA facilities.
• Amenities that cater specifically to student lifestyles,
including well-designed modern facilities, spacious rooms,
common study areas & recreational spaces, sports and
fitness amenities, etc.
Differentiator • Use of professional service providers and vendors to provide
value-added services such as meals, laundry,
housekeeping, IT, security, etc.
• PMSA facilities foster collaboration amonsgt students with
a greater focus on community living though regular social
events and gatherings
• Use of technology for student on-boarding, service
complaints, community engagement, etc.
PMSA Facilities
Overview of HEI Provided Accommodation
India’s HEIs account for 43.3 million student enrolment and a hostel capacity of 7.8 million beds177 for AY
2021-22 accounting for 18-19% of the enrolment. As of AY 2023-24, the enrolments in HEIs is estimated to
be 47.2 million with an estimated hostel capacity of 8.5 million beds.
Key higher education hubs/ states in India: Across India, the top 10 states with the highest share of student
enrolment—Uttar Pradesh, Maharashtra, Tamil Nadu, Madhya Pradesh, West Bengal, Rajasthan, Bihar,
Karnataka, Andhra Pradesh, and Gujarat—account for 73% of total student enrolments.
The distribution of hostel facilities is highly uneven across states, while southern states such as Karnataka, Andhra
Pradesh, and Tamil Nadu offer hostel capacity to a higher percentage of their enrolled students, major northern
and eastern states like Uttar Pradesh, Madhya Pradesh and Rajasthan provide beds for less than 10% of their
student population, highlighting significant infrastructure disparities. To address the growing demand, private
investment in student housing is accelerating, with top players and institutional collaborations expected to add
significant capacity in the coming years, though policy support and quality improvements remain critical to bridge
the gap.
Hostel capacity and occupancy patterns in HEI provided accommodation: Figure below depicts hostel capacity
as a percentage of HEI enrolments178 and hostel occupancy as a percentage of hostel capacity179 across various
categories of institutions (for AY 2021-22180).
177 AISHE report 2021-22
178 Hostel Capacity % may be defined as the percentage of hostel beds supply (defined as hostel intake by AISHE) in an HEI to the total
student enrolment
179 Hostel occupancy % may be defined as % of occupied beds in a hostel (defined as hostel residing by AISHE) to the total hostel intake
180 Latest data on higher education provided by All India Survey on Higher Education (AISHE) is available as of 2021-22
222Source: AISHE 2021 -22 Report
Hostel Capacity – AISHE defines hostel capacity of any HEI as the ‘Hostel Intake”
Hostel Occupancy may be defined as the ratio of students residing termed as “Hostel Residing” by AISHE to the Hostel Intake
• The overall occupancy level in AY 2021-22 was lower at 52% compared to 59% in 2019-20, primarily due to
the impact of the Covid-19 pandemic and the resulting shift to remote learning in many higher education
institutions. This has marginally increased post covid, with the overall occupancy at 56% for AY 2023-24.
Target Adrressable Market (TAM) for PMSA segment (Refer Section ‘Market Size Estimation for PMSA
Segment in India), witnessed occupancy levels of 87% pre-pandemic, dipping to 71% in 2020-21, and have
since recovered to 87% in 2023-24.181
Hostel Occupancy Trend TAM v/s Overall
Pre-Covid-19Pandemic Post-Covid-19Pandemic
87% 86% 87%
79%
71%
59%
56% 56%
51% 52%
AY 2019-20 AY 2020-21 AY 2021-22 AY 2022-23 AY 2023-24
TAM Overall
• Deemed and State Private Universities, along with Institutes of National Importance, have exhibited the
highest growth rate in enrollments (refer to the Overview of the Higher Education Segment in India) and are
consequently driving demand for PMSAs in India.
• Private universities lead demand for PMSA segment through steady enrolment growth and higher
occupancy levels: : In AY 2021-22, occupancy rates in private universities were notably higher at 59-60%,
compared to an overall level of 51-52%, driven by a higher influx of student migrants. Occupancy rates for
private universities were even higher pre-Covid at 79-80%.(in AY 2019-20) and have since bounced back to
82-83% in AY 2023-24. Some private institutions also made it mandatory for students to reside in hostels on-
campus, contributing to higher occupancies. High tuition and relatively higher hostel fees, combined with
181 AISHE Excel Reports 2019-20, 2020-21, 2021-22, 2022-23 and 2023-24
223increased enrollment and occupancy rates, make private HEIs particularly attractive for on-campus PMSA
facilities.
• Institutes of National Importance attracting private investment through PPP based developments: Institutes
of National Importance have gained significance due to governmental initiatives promoting the development
of hostel and student accommodation facilities through PPP models, thereby encouraging private sector
involvement in both the development and operation of PMSA facilities within these institutions. While,
enrolments in this segment constitute only 1%169 of total enrolments in HEIs in India, they have demonstrated
a high growth rate of 11.3% (AY 2011-12 to 2021-22, refer Higher Education Segment in India), hostel
capacity of 90%, and occupancy of 78% .
• Private HEIs and Institutes of National Importance are expected to significantly contribute to overall
PMSA demand in the future.182 Although the relevant segment constitutes a small portion of total enrollment,
it has a significantly higher share in hostel capacity and occupied beds. This segment provides 1.27 million
beds for 2.79 million students, resulting in an capacity-to-enrollment ratio of 46%, well above the overall
average of 18%. Hostel occupancy for relevant segment of 64%, is also higher than the overall occupancy of
52%.
• Hostel Occupancy Trends Influenced by Infrastructure Quality and Scale of Private HEIs: An analysis of
occupancy rates at the Deemed and State Private Universities shows a correlation between hostel occupancy,
enrolment size and university accreditation. Universities with higher enrolments have exhibited higher
occupancy levels. Further, premier institutes with A+ & A++ NAAC accreditation also show higher occupancy
level as depicted below. Higher NAAC ratings are indicative of the superior quality of academic and hostel
infrastructure. However, it is pertinent to note that there are universities such as Amity University, Mumbai,
Azim Premji University, IES University, Poornima University 183which are non NAAC accredited but has
witnessed healthy occupancies in student accommodation due to teaching quality and infrastructure.
Better NAAC rated and larger scaled assets have higher occupancies
Student Enrolment v/s Occupancy % (2023-24)
NAAC Accreditation v/s Occupancy % (2023-24)
Deemed & State Private Universities
Deemed & State Private Universities
89%
86%
82% 83%
76%
77%
63%
67%
64%
A+, A++ B++, A B, B+ C,D 0-1000 1,000-2 000 2,000-5,000 5,000-10,000 >10,000
Source: AISHE Excel Report 2023-24, NAAC
• Hostel Capacity is dependent on the scale of student enrolment in universities. 41% of universities in AY
2023-24 (approximately 220 private universities), offered hostels with more than 1,000 beds. These larger
hostels accounted for 88% of total hostel capacity of private universities. The average occupancy rate for
hostels with over 1,000 beds was 84%, significantly higher than the average occupancy rate of 65% for
universities with hostel capacity under 1,000 beds. Therefore, universities with hostels of more than 1,000
beds could be considered the most relevant market for Professional Managed Student Accommodation (PMSA)
operators due to their operational scale and higher occupancy rates.
182 AISHE Reports 2011-12, 2012-13, 2013-14, 2014-15, 2015-16, 2016-17, 2017-18, 2018-19, 2019-20, 2020-21, 2021-22
183 As per List of HEIs having valid NAAC Accreditation Status as on 16.01.2025, NAAC
224While lower quality of infrastructure is a major factor for low occupancy in hostels of private HEI, other
contributing factors include a lack of basic services like laundry and housekeeping, restrictive rules and
regulations, and the availability of lower-priced, better-suited options in nearby areas.184
Emergence & Benefits of PMSA Facilities
The student accommodation segment has primarily been dominated by university owned accommodation and
unorganised PGs or shared apartments. Recently, this segment has witnessed the introduction of PMSA solutions,
where facilities are either owned (acquired from the HEI/ purpose built) or leased and refurbished and managed
by an independent specialized operator. With the emergence of PMSAs, the segment is becoming increasingly
organised and on-campus student accommodations are becoming prominent. The off-campus segment is also
highly fragmented with several unorganized PG facilities and private operators providing accommodation
facilities to students. On-campus student accommodation is the preferred solution for both HEIs and students and
parents in comparison to unorganised off campus student accommodation. For students, the education platform
provides a convenient and comfortable living environment located close to academic buildings, along with 24/7
access to essential amenities such as cafeterias, fitness centres, laundry services, and reliable internet connectivity.
From the institution’s perspective, having on-campus PMSA supports student safety and discipline while fostering
a holistic and supportive learning environment. On-campus PMSA is therefore generally preferred over
unorganised off-campus alternatives due to its institutional quality, enhanced safety and security measures, and
strong alignment with parental preferences.
Till 2000 2000 - 2015 2015 - Now
Predominantly captive – Emergence of unorganized PGs Emergence of operator-led student
traditional hostels operated and similar formats of shared accommodation facilities of
by HEIs and rented accommodation in proximity to Professionally Managed Student
housing educational hubs Accommodation
Student Accommodation Segment in India
Benefits to Students
In recent years, the PMSA sector in India has become increasingly prominent, setting itself apart from traditional student
accommodation with a wide array of facilities and amenities benefitting students. In general, these facilities have the
following benefits
• Leveraging modern technologies such as facial reco g nition software at entry points and ensuring quick turnaround
times for service requests, repairs and maintenance.
• Provision of common study areas and lounges, multifunctional spaces allow for collaboration, study, and social
interaction. Optimized layout designs often provide more space for rooms, kitchens, dining areas, common rooms.
• PMSA facilities also foster community living through shared recreational spaces and organization of community
events throughout the year.
184 Based on site visits by CBRE for sample universities
225Benefits to the HEIs
• For universities and other HEIs, partnerships with PMSA operators for sale of assets and operations are an
opportunity to unlock capital to shore up academic infrastructure faster and more efficiently.
• Managing hostels is not the core competence of HEIs, hence partnering with PMSA operators can potentially bring
added value to their HEIs.
• Outsourcing can also lead to cost savings by leveraging economies of scale and potentially lowering costs
compared to in-house management.
Risks to the HEIs
• Long-term nature of contracts pose risk in case service quality, safety and health standards are not met by operators
Product Profiling: PMSA V/s other alternatives
The table below describes the quality of amenities and services provided across the three broad types of student
accommodation facilities i.e. PMSA facilities, traditional hostels operated by HEIs and unbranded PGs185.
Type of Student
Accommodation PMSA Facilities Traditional Hostels186 Unbranded PGs
Product
Location On or Off campus On or Off campus Off Campus
Single, double, triple up to 4 Single, double, triple up to 4 students Single, double, triple up to 4
Occupancy Types students per room sharing per room sharing students per room sharing
Average
Fee/Rent187 100 80 - 50 50 - 30
(Indexed value)
160 – 170 sft (on-campus)
SBUA188/bed 140 – 150 sft (off-campus) 130 – 140 sft 100 – 110 sft
3 - 4 meals - 7 days in a week 3 - 4 meals - 7 days in a week 2 - 3 meals - 7 days in a week
Meals Provision
Meal Service
Good Medium Average/ Below Average
quality189
Attached
Washroom
Fire Safety
Provisions
Additional
Security (CCTV
camera, biometric
systems, night
security)
Laundry Service
Community spaces
and events
Doctor-on-call/
Clinic
Kitchenette190
185 The following table summarizes findings from a sample of facilities which includes PMSA, traditional hostels, and unbranded PGs.
186 Traditional hostels include hostels across Deemed and State Private Universities, Private un-aided colleges, not operated by a
professional PMSA operator
187 Indexed considering fee for PMSA facility as 100. For comparison, facilities in same city, proximate locations have been chosen, non-AC
double occupancy room considered, sample set of 8-9 cities, CBRE
188 SBUA – Super Built-Up Area includes all common areas and amenities, Based on a sample set of 12-15 facilities of each type in Tier 1
cities, CBRE
189 Variety, number of items per meal, availability of non-veg option
190 Microwave, coffee machine, induction stove etc. provisions provided
226Type of Student
Accommodation PMSA Facilities Traditional Hostels186 Unbranded PGs
Product
Common Study
Areas/ Library
Fitness Centre
Indoor Sports &
Gaming Zone
Sports Court
Cinema/ TV
Rooms
Mostly Sometimes Rarely
Present Present Present
Traditional hostels and unbranded PG facilities usually provide limited amenities and value-add services in
comparison to most PMSA facilities. Facilities like common study areas, recreational spaces, sports and fitness
amenities as well as fire safety and additional security provisions are only provided in some traditional hostels
and unbranded PGSs but are commonly present in PMSA facilities. Further, housekeeping, meal services in
traditional hostels and PGs may not be handled by professional vendors and service providers as is the case with
PMSA facilities, impacting the service turnaround time and quality.
Typical PMSA Operating Models
PMSA operators in India operate on either the speculative lease model where the facility is procured on
lease/revenue share basis and bed inventory is marketed to individual students or the B2B models involving long
term contracts with the HEIs with occupancy and hostel fees escalation guarantees. The latter are common as part
of the sale of the hostel assets by the HEI to PMSA. Unlike established economies such as the US and Australia,
only a few operators such as Elevate Campuses Limited, and Curated Living have moved towards capital intensive
(ownership) on-campus models in India.
Parameters PropCo + OpCo Model OpCo Only Model ManCo Model
Ownership model Revenue sharing model Lease & operate model Management model
Description Operators acquire hostel The model involves The model involves The operators take
blocks/land from HEIs on long-term agreements operators leasing charge of the day-to-day
freehold/ long-term lease between operators & properties on a long- operations along with
basis. landowners wherein term/short-term basis the overall marketing of
operators pay a with fixed lease rental the said property for a
percentage of revenue as payable to landlord management fee
a predetermined fee
Land Ownership HEI/ Operator Landlord Landlord Landlord/HEI
Asset Ownership Operator Landlord Landlord Landlord/HEI
Asset Construction Operator Landlord Operator Landlord/HEI
Asset Operator Landlord/ Operator Operator Landlord/HEI
Refurbishment
Operational Operator Operator Operator Landlord/HEI
Expenses
Maintenance Operator Operator Operator Operator
Services & Expenses
Revenue 100% with the Operator Revenue is split 100% with operator 100% with Landlord or
between operator & Fixed rental to the HEI - 10-15% of gross
landlord (varies based landlord revenue paid to operator
on location, type of as management fee
building, age of the
property)
HEI Partnership Yes (predominantly) May/ May not May/ May not Yes
Minimum Yes No No Yes
Occupancy
Guaranteed
Marketed by the Yes No No Yes
HEI for its students
Contract/MoU Long term lease for 30-60 Usual lease terms are Shorter contracts 1-5 years as per negotiation
Terms and Lock-in years from 6 – 9 years with a
period
227lock-in period of 3-5
years.
Source: CBRE
Emerging Model: Additionally, Design-build-finance-own-operate-transfer (D.B.F.O.O.T) models in public-
private partnership (PPP) mode, involving concession agreements between operators and universities/colleges,
could become more prevalent in the future.
Merits of PropCo + OpCo model: The ownership Merits of the OpCo/ ManCo Model:
model has several benefits for the PMSA operator
• Permit the operator to scale up and diversify in an asset
including -
light manner
• Long term agreements provide stable revenue • Presence near the education clusters lower vacancy risk
streams • Ability to command pricing premium over unorganized
• Occupancy and fee escalation guarantees from the accommodations through delivery of superior service
HEIs provide cash flow visibility, reasonable and infrastructure
growth and downside protection • Risk: This model doesn’t ensure guaranteed revenue as
• Tie-ups Partnerships with HEIs present greenfield/ in the case of PropCo + OpCo model
brownfield growth opportunities as the HEI
expands/ enrolment grows
• Greater per bed profitability compared to OpCo
only players
• Risk: Investment outcomes face major risks from
factors beyond PMSA operators’ control, such as
institutional & financial mismanagement or
reputational damage of the partner HEI
PMSA Segment – Key Operators
Although the PMSA market in India is still in its early stages, demand for student accommodation is anticipated
to be catered by increased private sector participation and partnerships between operators and universities in India.
Prominent Operators in the Professionally Managed Student Accommodation (PMSA) Segment in India
(with supply of above 5,000 beds) -accounting for >80% of total PMSA market in India
Name of the operators Presence across Prominent operating Inventory Operatio HEI
key cities models of PMSA n year Partnership
Beds*
Elevate Campuses Bangalore, Delhi- PropCo+ OpCo, 66,272 2017 Yes
Limited - ECL (client) NCR, Jaipur, Solan ManCo Model
Operator 2 Delhi-NCR, OpCo Only Model 38,000 – 2017 Yes
Bangalore, Pune, 43,000
Hyderabad,
Chennai,
Operator 3 Ahmedabad, OpCo Only Model 11,000 - 2016 No
Bangalore, Delhi 13,000
NCR, Mumbai,
Pune
Operator 4 Hyderabad ManCo Model 8,000 - 2017 Yes
10,000
Operator 5 Bangalore, Pune PropCo+ OpCo, 7,000 - 9,000 2019 Yes
ManCo Model
Source: CBRE, as on 08.05.2025. Disclaimer: Additional details such as revenue, EBITDA, fee per student, occupancy, lease period are not
disclosed by the operators
Note: *Data for Elevate Campuses Limited has been provided by the Client, while information on other operators was sourced through on
ground market study and their respective websites.
228As of June 2025, there were approximately 1,50,000 - 1,60,000 191 operational on & off-campus PMSA beds in
India.192 Most of the inventory is spread across Bangalore, Delhi NCR, Pune, Mumbai, and Hyderabad. Key
operators active in this segment include Elevate Campuses Limited, Stanza living, Your Space, Isthara, Curated
Living, Hello World, Tribe Living, Colive, Hive Hostels and Olive Living. Majority of the inventory in the market
are in the asset light model, however there are few players like Elevate Campuses Limited which has inventory in
PropCo (asset heavy) model.
As per our analysis of prominent PMSA operators in India, Elevate Campuses Limited is the largest institutional
operator of hostel beds with an inventory of 66,272 beds as of August 2025, making it approximately 1.7 times
the second largest and approximately 5 times the third largest operator in India. It is also the largest owner-operator
of beds in PMSA segment (16,934 as of August 2025). Currently there is limited presence of scalable investor-
backed players, operating facilities in the PMSA segment– Only 5 specialized operators have a PMSA inventory
above 5,000 beds.
The Prop-Co + OpCo model although gaining popularity, is practiced by only few operators such as Elevate
Campuses Limited and Curated Living due to the capital-intensive nature.
Key Investment Insights
The PMSA market in India has gained momentum following the entry of various operators since 2018-19 backed
by global and domestic institutional investors and venture capitalists. Combined global and domestic capital
commitments to the PMSA segment account for approximately $800-900 million from 2015 to Q1 2025.
This growth trajectory could continue as major operators, supported by regional and global funds, continue to
expand near educational hubs in Tier I and II cities. The table below highlights some of the key investments that
have been witnessed in the segment over the past 4-5 years:
Key Investment Partner Operator Year
General Atlantic Your Space 2025
Castle Investments Your Space 2025
Alphawave Incubation Stanza Living 2024
Peak XV Partners, Accel Stanza Living 2024
Anchorage Capital Fund and others Hive Hostels 2024
Innoven Capital ZoloStays 2024
DivyaSree Group Curated Living Solutions 2022
Alteria Capital, Kotak Mahindra Bank Stanza Living 2022
General Atlantic Your Space 2022
Nexus Venture Partners and others ZoloStays 2022
Alphawave Incubation Stanza Living 2021
InvestCorp Zolo Stays 2020
Warburg Pincus Elevate Campuses Limited 2020
Source: Tracxn, Curated Living
Note: *Data from Elevate Campuses Limited
Elevate Campuses Limited was acquired from erstwhile global investors viz. Goldman Sachs & Warburg Pincus
in CY 2023. Elevate Campuses Limited has the largest portfolio of owned PMSA facilities. In April 2025, Elevate
Campuses Limited has also acquired a majority stake in the student accommodation business of Zolo Stays that
manages hostels for colleges and universities193.
Way Forward for PMSA Segment: With the student accommodation sector growing and gradually expanding
across major educational centres in India, growth in the segment is expected to be driven by both asset heavy
(PropCo + OpCo models) and asset light (ManCo) models. PropCo+ OpCo model benefits operators with long-
term stability of revenues, however, is capital-intensive in nature. ManCo model is the least capital intensive with
191 Supply of prominent operators with presence across multiple geographies is considered
192 CBRE
193 Elevate Campuses (Good Host Spaces)
229minimised risks but faces strong competition from regional facility management players, catering vendors, etc.
Both have various benefits and risks as highlighted in above sections.
Current share of PMSA facilities among the overall hostel capacity of the country is significantly less compared
to developed economies and an emerging shift from traditional hostels to operator led PMSA facilities is being
observed in India though still in the nascent stage. Student accommodation in the form PMSAs is increasingly
institutionalised and focussed on addressing the growing demand for quality student accommodation in the
country.
Risk Factors for the PMSA Segment
The growth of the PMSA segment in India while being steady, has been marred with certain structural challenges
as well as market entry barriers for new entrants. The PMSA segment in the country is still developing with limited
recognition as a distinct asset class. Some of the key challenges faced by the industry include:
Entry barrier in the university partnership model: Traditionally, the onus of providing student accommodation
has rested solely with HEIs who are often unaware of the inherent benefits of outsourcing hostel operations to
operators and monetizing hostel assets to unlock capital. Further, HEIs land may be under trusts and ownership
models that make it a challenge to acquire university assets and land for PMSA operators.
Acquisition of assets is capital intensive which is a major barrier for smaller players not backed by institutional
investors to enter the PropCo+ OpCo model with HEI partnerships.
Branding and Credibility: New entrants in the student accommodation sector face challenges in acquiring hostels
and partnering with HEIs due to a lack of trust from HEIs and lack of established track record. Further significant
experience is required for successful operation of a PMSA facility. HEIs prefer established players with proven
experience or institutional backing.
Sourcing suitable real estate: In the lease & operate model for PMSA facilities, particularly off-campus, a major
challenge faced by operators is finding suitable real estate assets that comply with regulations and can be
refurbished to meet student needs. Common practice involves converting residential apartment buildings or
Coliving facilities into PMSA facilities. The limited supply of quality, purpose-built real estate assets for students
poses a significant challenge in this segment.
Increased policy support required: Considering the potential growth within the student accommodation industry,
governmental bodies in various European countries and the United States have extended essential support to foster
the sector’s development. Real Estate Investment Trusts (REITs) in the student accommodation sector rank among
the top-performing asset classes globally, offering investors a robust diversification strategy. Currently, in India,
the student accommodation sector has yet to attract significant interest from policymakers as it is still in the
nascent stage and has not been recognised as a separate asset class
Student Accommodation Providers Forum of India (SAPFI) is an organisation working with government and
other stakeholders to empower businesses through policy and regulatory support and targeted advocacy. However,
despite these efforts, there have not been significant policy reforms specifically aimed at boosting investment in
the student accommodation segment in India. The sector continues to face challenges such as unclear tax liabilities,
lack of standardization, and insufficient regulatory clarity.
GST Implication: The GST Council mandates that any entity offering commercial services from rented or leased
residential properties must pay 18% GST on the rent to the property owner. As a result, operators are required to
pay 18% GST to landlords, which can only be passed on to tenants if the fee surpasses a threshold194, creating a
financial burden for the operators. Consequently, student accommodation operators may have to absorb this
additional cost or pass it on to the students through higher base fees. In contrast, PGs currently operate in an
unregulated environment and typically do not incur this GST liability.
194 Post the 53rd GST Council meeting and Budget 2024 there was the insertion of exemption entry 12AA, effective July 15, 2024, allowing
GST exemptions for “accommodation services priced below Rs. 20,000 per month per person for stays of 90 days or more”
230Competition from Unorganised Sector: The unorganised rental and PG market currently caters to a significant
share of migrant students. These usually operate at lower fees compared to the organised sector and therefore pose
a significant threat to off campus PMSA in cost sensitive markets where tuition fees in HEIs may be low.
Risks in university-partnership model: The viability and long-term success of student accommodation
investments are intrinsically linked to the performance and reputation of the associated Higher Education
Institutions (HEIs). However, investors in this sector possess no direct influence over the governance or
operational integrity of these institutions. Consequently, factors such as institutional & financial mismanagement,
or reputational damage—beyond the control of PMSA operators—pose substantial risks to investment outcomes.
Furthermore, the sector may be vulnerable to external variables, including shifts in government policy and
evolving educational paradigms.
Market Size Estimation for PMSA Segment in India
The market size estimation has been undertaken to assess the estimated real estate opportunity in the PMSA
segment in India. Key factors directly driving demand for PMSA are the number of student enrolments and the
share of migratory student population in the private HEIs in the country.
Potential Addressable Market (PAM)
State Private Universities, Deemed Private Universities, Private Un-aided Colleges, and Institutes of
National Importance have been considered as a Potential Addressable Market (PAM) for the PMSA segment,
as these institutions are experiencing substantial enrolment growth historically compared to public universities &
other categories, which directly drives demand for PMSA and creates a scalable real estate opportunity for
investment. Further, private HEIs have been observed to have higher tuition and hostel fees compared to public
HEIs making these HEIs more viable for PMSA operators to partner with.
Target Addressable Market (TAM) for the PMSA segment for the purposes of identifying infrastructure
opportunities.
Subsequently, a Target Addressable Market (TAM) segment has been identified, considering the minimum
accreditation thresholds for institutions, occupancy rates, and hostel capacity, which ensures the commercial
viability of a PMSA facility as follows:
• For State Private and Deemed Private Universities, TAM includes those with over 1,000 beds hostel capacity,
as they offer higher scale, occupancy and fee levels for PMSA operators.
• For private unaided colleges affiliated with Central and State Public Universities, TAM includes those with
hostel capacities over 500 beds and occupancy above 75%, since these are attractive from a PMSA
opportunity standpoint.
• Due to increased focus on Public-Private Partnerships for student accommodation in Institutes of National
Importance, total student enrollment is used as TAM for market sizing
• For AY 2024-25, the estimated national average occupancy of TAM was in the range of 85 - 90%,
The TAM, projected until AY 2027-28, outlines the revenue and RE potential in the PMSA segment.
231Source: Education Seeking Population as per UN World Population Prospectus, PAM and TAM figures projected based on AISHE excel
report 2023-24
Note: The off-campus PMSA beds for AY 2024-25 stands at 0.07 million beds and the greenfield opportunity for 2024-25 is estimated to be
0.21 million beds for AY 2024-25
Market Size Estimation
• Student enrolments for both PAM and TAM are projected using historical growth rates
• The current and projected supply of student accommodation beds is estimated by analyzing historical growth
rates for hostel capacity and the planned expansion of off-campus PMSA bed supplies by key operators195
• Projected cumulative student accommodation supply is then used to calculate the total built-up area,
representing the investable real estate market opportunity
The PAM enrolments for AY 2021-22 196 were estimated to grow at a CAGR of 10% for Deemed and State Private
Universities, CAGR of 5% for Private un-aided colleges and CAGR of 10% for Institutes of National Importance
based on historical trends.
PAM ENROLMENT PROJECTIONS (EXCLUDING DISTANCE EDUCATION) (in million)
INSTITUTE TYPE AY 2023-24 E AY 2024-25E AY 2025-26F AY 2026-27F AY 2027-28F
Deemed & State Private Universities 2.70 2.99 3.31 3.66 4.04
Private Un-Aided Colleges 13.32 13.97 14.64 15.35 16.09
Institute of National Importance 0.35 0.39 0.43 0.47 0.52
TAM enrolment has been projected till AY 2027-28 using the share of enrolments in TAM across all 3 categories
of institutions in AY 2023-2024197
TAM ENROLMENT PROJECTIONS (in million)
INSTITUTE TYPE AY 2023- AY 2023- SHARE OF AY 2024- AY 2025- AY 2026- AY 2027-
24E198 _ 24E199 RELEVANT 25E 26F 27F 28F
NO. OF SEGMENT
HEIs
Deemed & State 222 1.83 68% 2.02 2.24 2.48 2.74
Private Universities
Private Un-Aided 533 1.08 8% 1.14 1.19 1.25 1.31
Colleges
195 CBRE
196 AISHE Annual Report 2021-22
197 AISHE excel report 2023-24
198 AISHE excel report 2023-24
199 AISHE excel report 2023-24
232Institute of National 158 0.35 100% 0.39 0.43 0.47 0.52
Importance
Total TAM 913 3.27 3.55 3.86 4.19 4.56
Enrolment
Disclaimer: The projections outlined are an estimate only, not a guarantee, and should not be relied upon. Future projections can be
influenced by a wide variety of factors.
The enrolment projections were further used to project hostel capacity for the forecast period till AY 2027-28.
Hostel capacity was 52% of student enrolment in TAM in AY 2023-34200, which has been used to forecast share
for hostel capacity till AY 2027-28. Projecting hostel capacity ensures that demand is captured only for migrant
students who require student accommodation.
STUDENT HOUSING BEDS SUPPLY PROJECTIONS (in million)
PARAMETER AY 2023-24E AY 2024-25E AY 2025-26F AY 2026-27F AY 2027-28F
Hostel Capacity for TAM 1.70 1.85 2.01 2.19 2.38
The projections for the PMSA beds supply are done through an assessment of expansion plans of operators and
historical growth in beds supply201 both in the On-campus and Off-campus PMSA segments.
Market Size Estimation: Summary of Key Findings
By AY 2027-28, it is forecasted that the PMSA market in India will have an investible RE opportunity of 347
million sft with an annual revenue potential of US$ billion 3.78 from a bed inventory of 2.48 million.
PARAMETERS UNITS AY 2023- AY 2024-25E AY 2025-26F AY 2026-27F AY 2027-28F
24E
Total Student Enrolment - Million 47.20 49.30 51.49 53.78 56.18
Higher Education
Target Addressable Market - Million 3.27 3.55 3.86 4.19 4.56
Enrolment
Hostel Capacity (A) Beds 1.70 1.85 2.01 2.19 2.38
Million
Off Campus PMSA beds (B) Beds 0.07 0.08 0.09 0.10
Million
Cumulative student Beds 1.92 2.09 2.28 2.48
accommodation beds inventory Million
(A) + (B)
RE opportunity for PMSA 202 Million 269 293 319 347
sft
CAGR RE opportunity (AY % 9%
2024-25 to AY 2027-28)
Annual Revenue Potential US$ 2.53 2.89 3.31 3.78
billion
CAGR Annual Revenue % 14%
Potential (AY 2024-25 to AY
2027-28)
Source: AISHE Annual Report 2021-22, CBRE
Disclaimer: The projections outlined are an estimate only, not a guarantee, and should not be relied upon. Future projections can be
influenced by a wide variety of factors. The above estimates for PMSA beds are based on the current and historic supply trends and
expansion plans of operators. It assumes that the market continues to display similar characteristics over the forecast period. Forecasts
are inherently uncertain, and not a guarantee
Market Size Estimation - PMSA Greenfield Opportunity
200 AISHE excel report 2023-23
201 CBRE
202 Considering an average size of 140 sq. ft. super built-up area (includes built up area + loading of common areas and facilities) per bed
considering various types
233In addition to the investible real estate opportunity estimated based on current supply of student accommodation
beds, there is also opportunity for development of Greenfield PMSA facilities catering to the demand-supply gap
in the market in this segment.
• The number of migrants for education 203 has been assumed (based on interactions conducted with a sample
of HEIs as part of the study) to determine the overall student accommodation demand at present
• The current supply has been assessed considering on-campus hostel capacity204 and off-campus PMSA
facilities
• By comparing the overall demand with the available supply, a demand-supply gap is calculated
• A similar demand supply gap has been calculated for the TAM. This is estimated by taking a weighted
average205 of migrant share in total enrolment across institute categories
The below table summarizes the opportunity in the greenfield development in the TAM:
Parameters Units Overall TAM
Student enrolment – AY 2024-25E Nos Million 49.30 3.55
Migrant share in net enrolment206 share % 22% 60%207
Existing Demand i.e. Migrant students – AY 2024-25E (A) Nos Million 10.61208 2.13
Existing Hostel Beds– AY 2024-25E Beds Million 8.86 1.85
Existing Hostel Beds Occupied – AY 2024-25E Beds Million 5.07 (57%) 1.67
Off-Campus PMSA– AY 2024-25E Beds Million 0.07 0.07
Current Supply = Existing Hostel Beds + off-campus PMSA beds Beds Million 8.93 1.92
- AY 2024-25E (B)
Current demand supply gap (A) – (B) Beds Million 1.67 0.21
RE opportunity Million sft 234 29
Disclaimer: The projections for migrant students, outlined below are an estimate only, not a guarantee, and should not be relied upon. Future
projections can be influenced by a wide variety of factors. *Due to rounding of numbers presented in table may not add up precisely.
Based on the analysis, within the student accommodation segment, there could be an opportunity for the organized
third-party providers to address the estimated demand-supply gap of approximately 0.21mn (2,06,397) beds within
the Target Addressable Market in AY 2024-25. This demand presents a significant greenfield opportunity for
institutional players owning and operating PMSA facilities to bridge the gap.
Market Size Estimation – Management Model Beds
The opportunity for management model is estimated considering a minimum hostel capacity of 500 beds for
private universities and private unaided colleges. Private HEIs have been considered as the relevant market due
to the better student enrolment growth rate and higher fee. The market opportunity for management model is
estimated to be 3.03 million beds in AY 2024-25 and is estimated to grow at 8% CAGR to 3.80 million beds by
AY 2027-28.
203 Census 2011
204 AISHE Report 2021-22
205 Share of migrants is considered 60%, determined by taking weighted average of migrant share across universities in different categories
based on sample size, CBRE
206 Net Enrolment in TAM is taken excluding distance education enrolment
207 Share of migrants is considered 60%, determined by taking weighted average of migrant share across universities in different categories
based on sample size, CBRE
208 Projected from Census 2011 migration data, considering reason for migration as education: net migration = gross migration for
education – students migrating out of India for higher education as per data released by Bureau of Immigration
234PARAMETERS UNITS AY 2023-24E AY 2024-25E AY 2025-26F AY 2026-27F AY 2027-28F
Management Model TAM Million 4.17 4.49 4.84 5.22 5.64
enrolments
Hostel Beds Opportunity Beds 2.90 3.03 3.26 3.52 3.80
Million
CAGR Hostel Beds % 8%
Opportunity (AY 2024-25 to
AY 2027-28)
Source: AISHE Excel report 2023-24, CBRE
Disclaimer: The projections outlined are an estimate only, not a guarantee, and should not be relied upon. Future projections can be
influenced by a wide variety of factors. The above estimates for PMSA beds are based on the current and historic supply trends and
expansion plans of operators. It assumes that the market continues to display similar characteristics over the forecast period. Forecasts
are inherently uncertain, and not a guarantee
Prominent Cities/Districts in India with Private Higher Education Ecosystem
To evaluate the potential of cities/districts in India with respect to their higher education ecosystem, a total of 769
districts107 of India were assessed based on key parameters such as education209, migrants for education and student
accommodation facilities210, regulatory environment211, socioeconomics and connectivity212.
Each parameter was assigned a weightage (as depicted below) according to its direct impact on the higher
education segment. Further, indexed scoring has been done to each district for all the parameters and then ranked
basis the cumulative score of each district as per the weightage assigned.
Disclaimer: Parts of this analysis are subjective and can be influenced by a wide variety of factors
209 The data for enrolment in private HEIs and pupil teacher ratio are from AISHE 2023-24 excel database.
The data for 2024 NIRF ranked universities and colleges are obtained from NIRF website
210 Migrants for education is from Census 2011
The data for on- campus student accommodation in private HEIs is from AISHE 2023-24 excel database
211 The regulatory framework is evaluated based on the state’s acts/ regulations on fee for private universities and unaided colleges and
adopting the same for respective districts
212 The data for per capita income is sourced from Economic Survey and Directorate of Economic and Statistics for respective states, while
the data for airport connectivity is sourced from Airports Authority of India
235Methodology for shortlisting
1
Identification and allocation of weightages for educational parameters
EDUCATION (45%)
Enrolments and no. of HEIs NIRF Rankings 2024
Enrolments in private universities No. of top 100 NIRF universities and colleges
(AY 2023-24) - 15% (2024) - 5%
Enrolments in private unaided colleges No. of top 100-300 NIRF universities and colleges
(AY 2023-24) - 10% (2024) - 5%
Teachers
No. of institutes of National Importance Pupil Teacher ratio of schools in urban areas
(AY 2023-24) - 5% (AY 2023-24) - 5%
2
Identification and allocation of weightages for migration and student accommodation
parameters
MIGRATION AND STUDENT ACCOMMODATION (35%)
Migration On- campus student accommodation
Migrants for Education (2011) - 15% On campus hostel capacity State private & deemed private universities
(2023-24) - 15%
On campus hostel capacity private unaided colleges (2023-24) - 5%
3
Identification and allocation of weightages for regulatory parameters
REGULATORY (10%)
Regulatory Framework - 10%
4
Identification and allocation of weightages for socio-economic and connectivity parameters
SOCIO- ECONOMIC (5%) CONNECTIVITY (5%)
Per capita Income (2020-21) - 5% Connectivity Airports (2024) - 5%
5 Identification of top 25 districts with robust higher education ecosystem based on
educational, migrants for education, student accommodation facilities regulatory, socio-
economic and connectivity parameters
236Key shortlisted districts in India Map showing the top 25 districts in terms of robust
Higher education ecosystem:
The following figure highlights the geographical
spread of key districts in India with sound higher
education ecosystem. These districts account for
the highest share of enrolments in private higher
education institutions (HEIs), host the largest
number of NIRF-ranked HEIs, attract the most
educational migrants, and have highest share of
on-campus student accommodation. With strong
socio-economic conditions and excellent
connectivity, they have emerged as key hubs in
the higher education landscape.
Summary of key parameters in each district/city:
District State Total No. of Total Hostel Intake in private HEIs
student private enrolment
enrolment HEIs in private
HEIs
Top 7 districts
Bengaluru Karnataka 8,32,254 1,014 5,89,961 3,05,267
Pune Maharashtra 7,29,753 549 4,70,099 1,79,829
Chennai Tamil Nadu 6,67,521 188 3,22,667 91,172
Hyderabad Telangana 9,63,205 687 5,82,843 1,03,055
Jaipur Rajasthan 5,14,250 534 3,48,224 67,837
Coimbatore Tamil Nadu 3,90,846 241 2,81,649 1,95,719
Khordha (Bhubaneswar) Odisha 2,76,164 200 1,55,186 98,798
Top 8- 25 districts
8- 25 districts - 77,23,961 3,736 25,15,103 8,84,079
Total 12.1 million 7,149 5.27 million 1.93 million
% share of India Total 28% 22% 30% 39%
Source: AISHE 2023-24 excel data
Conclusion
The leading cities/districts contributing to the growth of their respective states are ranking well due to a
combination of factors, including presence of scaled & high quality private HEIs, existing hostel capacity in
private HEIs, connectivity & economic activity in the district.
Demand Drivers: Private HEIs enrolments and demand for PMSA are mainly driven by proximity to key job
markets primarily Tier 1 cities, regulatory and investment landscape in the state and strong presence of migrant
students, drawn to high quality and scaled private institutions.
Key Risks: Private investments in setting up HEIs is driven by the ease of investment in the state, streamlined
approval processes and flexible regulations governed by the State level legislation. High minimum land
requirements and prices, tedious approval processed and dated legislation can lead to private HEIs being
concentrated in few states and districts.
237City Profiling- Portfolio Cities Overview
Overview of Elevate Campuses Limited (ECL)213
The previous sections—covering market growth trends, competitive landscape, segment sizing, and key
educational hubs, have provided a comprehensive overview of the education sector in India with focus on K-12
and student accommodation in higher education.
Within this evolving landscape, ECL is the largest institutionalized and independent education platform engaged
in owning, operating and managing on-campus student accommodation across HEIs and owning K-12 Assets in
India by student capacity as of August 31, 2025. As of August 31,2025, ECL capacity enables them to cater to an
estimated 94,758 students and are present across 20 cities214 in India and one city in United Arab Emirates,
wherein some of these locations represent key education hubs and metro cities characterized by favourable
demographic trends.215 ECL is present across 4 out of top 5 K-12 and 3 out of top 6 higher education cities/districts,
including cities like Jaipur in Rajasthan, Hyderabad in Telangana, Pune in Maharashtra, Bengaluru in Karnataka,
Chennai and Coimbatore in Tamil Nadu.
As on August 31, 2025, ECL has 18 assets216 (comprising 13 operational schools, 3 planned schools and 2 student
accommodation assets217 together referred as “K-12 Assets”) including two schools in Dubai with an estimated
K-12 student capacity of 28,486218 and 66,272 owned and managed beds, with partnership across 15 HEIs219 in
student accommodation segment. Despite this, they
serve only approximately 0.83% of the total student
enrolment (11.45 mn) in TAM in India as of AY 2024-
25. Additionally, as of August 31, 2025, ECL’ student
accommodation portfolio comprises 16,934 owned
beds, representing approximately 0.48% of the Total
Addressable Market, indicating substantial headroom
for expansion. Further, as of August 31,2025, ECL
cater to 0.36% of the K-12 school TAM enrolments.
The company runs its student housing operations under
the brands “Good Host Spaces” and “Elevate Hostels”.
As of August 31, 2025, ECL portfolio includes
collaborations with highly reputed and top ranked
HEIs in their respective fields, and 9 out of 15 HEIs in
their Owned Portfolio and Managed Portfolio have
received a “NAAC A” or better rating. Further, Meraki
(which has over two decades of experience in the K-12
and residential real estate sector with presence in India,
Dubai and Singapore) operates K-12 schools such as
HIS Dubai and NLCS Dubai. Also, HIS Dubai is
recognized as Outstanding by British Schools Overseas (BSO) as of April 2025. Both HIS and NLCS have been
rated ‘Very Good’ by Knowledge and Human Development Authority (KHDA) for AY 2023-24.
213 This section is based on information provided by the client. CBRE assume this information is correct and reserve the right to modify our
report if it is later found to be incorrect. CBRE has not audited or independently verified the data provided by the client and cannot be held
responsible for its accuracy.
214 Portfolio cities for K-12 include- Bangalore, Hyderabad, Pune, Chennai, Tumkur, Chintamani, Kadiri and Korba in India, Dubai in UAE
and for student accommodation, it includes Bangalore, Jaipur, Solan, Sonepat, Mangalore, Udupi, Wardha, Ernakulam, Kariapatti,
Coimbatore, Karur, Trichy and Mohali
215 Refer sections – ‘Prominent Cities/Districts in India with Private Un-aided K-12 Education Ecosystem’ & ‘Prominent Cities/Districts in
India with Private Higher Education Ecosystem
216 Based on the Client’s representation, the ECL, as on August 31, 2025 owns a portfolio of 16,934 owned student accommodation beds and
49,338 managed student accommodation beds. Further, the Client has represented that it has acquired K-12 assets of Hartland International
School and North London Collegiate School in Dubai on September 23, 2025 and has further entered into definitive binding agreements on
September 24, 2025 to acquire a portfolio of 14 K-12 school assets and 2 student accommodation assets from certain affiliates of its promoters
from the IPO proceeds. Presentation of the Client’s portfolio and any references to such information in this Report have been made under the
assumption that such acquisition of the 14 K-12 school assets and 2 student accommodation assets has already been consummated as of
August 31, 2025 and the investors should take note of such presumption made herein.
217 On Sale and Lease back basis and these 2 assets are operated by HEIs
218 CBRE estimates
219 Excludes County & Woodstock assets which are not captured as HEIs in the AISHE database
238ECL commenced on-campus PMSA operations in 2017 and has since played a key role in India’s fragmented
student housing landscape. Analysis of information supplied by ECL indicates that their portfolio operates across
three distinct models: PropCo-only (asset ownership), PropCo + OpCo (ownership with operations) and
Management-only (asset-light operations). Unlike other operators that are active in either K-12 or student
accommodation segment, ECL is currently the only major institutional entity with a presence in both K-12
education and the organized on-campus PMSA segment in India. K-12 schools in prominent cities such as
Hyderabad, Chennai and Pune are strategically located near dense residential areas and are well-connected to
transport and social infrastructure. K-12 schools in these cities are operated by well recognized players. In addition,
ECL have one residential school in Ramnagara district closer to Bangalore city.
Overview of Portfolio Cities
As per information supplied by ECL, their K-12 and student accommodation portfolio is spread across various
Tier 1 and Tier 2 cities of India. The following section presents a comprehensive overview of cities which contain
ECL’ assets focusing on key parameters related to the education and student housing landscape. It includes
macroeconomic indicators such as population, along with detailed data on K-12 and higher education enrolments.
The section also examines the student accommodation ecosystem, highlights prominent micro-markets, and
outlines the key demand drivers.
K-12 School Portfolio Cities Overview
Profiling of Tier 1/ Metro Cities:
Bengaluru City
Bengaluru, the capital of the southern state Karnataka, is the largest IT/ITeS hub including presence of large global
and national tech giants (viz. Google, Wipro, Infosys, Amazon, Microsoft and IBM). It is also renowned for its
strong startup ecosystem and hailed as the ‘Silicon Valley of India,’220. Bengaluru is the third largest city in India
in terms of population221 and one of the fastest growing cities in terms of GDP in Asia Pacific (APAC)222.
Additionally, the presence of numerous Global Capability Centres also drives significant employment within the
city.
Key Facts and Overview of K-12 Segment in Bengaluru
Total K-12 Private Unaided Average Annual Tuition Average Annual Tuition
Total Population Total International
Student National Fee of National Schools Fee of International
(2024)223 Schools225 Schools227
Enrolments224 Schools226 228 Schools229
13.3 million 2.31 million 950
INR 81,000 – INR INR 1,82,000 – INR
(20% of state (19% of state 7,710 (22% of total 106
1,25,000 4,50,000
population) enrolments) private schools)
Source: UDISE 2023-24, CBRE
220 Bengaluru Urban District, Developed and hosted by National Informatics Centre, Ministry of Electronics & Information Technology,
Government of India
221 World Population review 2025
222 ©️ Oxford Economics Limited [2025]- Regional Outlook Asia Pacific in 2024
223 Population Projections by International Institute of Population Sciences, 2022
224 UDISE 2023-24
225 Total schools include schools of all management categories such as government/aided, private unaided and others
226 Private unaided national schools are the schools which are affiliated with CBSE and ICSE boards.
227 Private unaided international schools are the schools which are affiliated with IB and Cambridge boards.
228 Fee range is an estimate based on CBRE’s analysis of sample data for 6th standard; however, it may vary depending upon the location,
facilities and infrastructure in the school.
229 Fee range is an estimate based on CBRE’s analysis of sample data for 6th standard; however, it may vary depending upon the location,
facilities and infrastructure in the school.
239Prominent School Chains and Operators
Bengaluru is an established destination for international school operators with strong and growing presence in the
city. Notable institutions include Harrow International School, Canadian International School, Oakridge
International School (Nord Anglia Education), all of which offer global curricula.
Alongside this, the city’s private unaided school sector comprises 74 school chains with 385 schools in total as of
AY 2024-25, offering both national and international curricula. Among the established, national operators are
Orchids International Schools, Vibgyor Schools, Narayana and Sri Chaitanya Schools. Regional chains like
National Public Schools, New Baldwin Schools, continue to have a strong footprint, while other prominent chain
operators such as Podar International Schools, Global Indian International Schools and Euro School (Lighthouse
Learning) are gradually expanding their presence.
Portfolio asset micro market profiling
Located on the outskirts of Bengaluru city, the
57.8-acre portfolio asset in the Jakkasandra micro
market of Ramnagara district which is expected to
be merged into South Bengaluru230 to enable more
integrated urban development as part of a proposal
by government of Karnataka. The micro market
offers good connectivity to the core city via
NH948, leveraging its vast expanse and affiliated
infrastructure. The region has been witnessing
steady development in its education infrastructure.
The region is home to approximately: 12 National
curriculum – CBSE board schools viz. Green Bell
High, Rishi Public School, Mount Carmel School,
Orchids the International School amongst others
and 3 International schools – Cambridge and IB
board schools viz. Jain International Residential
School (portfolio asset), Edify School, Pramiti
School. This growing institutional presence
reflects Ramnagara’s evolving position as an
education hub catering to both local and
Bengaluru-linked demand.
Demand Drivers and Outlook
• Higher share of educated and aspirational parents: The city hosts a large IT/ITES, startup, and professional
class. Parents are highly education-conscious and prefer branded schools, international curricula (IB,
Cambridge), and holistic development models. This group drives demand for both premium and mid-segment
schools.
• Dominance of private schooling: 79.5% of students in Bengaluru are enrolled in private schools — among
the highest in India. Across Karnataka, private high school enrolment rose by 68% between AY 2013–14 and
AY 2023–24, compared to just 13% growth in government schools. This shift is driven by parental preference
for english medium instruction, better infrastructure and consistent academic delivery in private institution.
Chennai Metropolitan Area231
Chennai is the capital of Tamil Nadu and is the 4th largest metropolitan area in India. The Chennai Metropolitan
Area (CMA) spans districts such as Tiruvallur, Kancheepuram, Chengalpattu and Ranipet owing to the urban
outgrowth and sprawl.
230 Karnataka renames Ramanagara district as Bengaluru South
231Considered districts of Chennai, Tiruvallur, Kancheepuram, Chengalpattu
240The city has a diversified economic base, with notable presence across IT/ITeS, manufacturing, automotive, and
logistics sectors. Chennai hosts several Global Capability Centers (GCCs) of firms like Cognizant, Barclays, and
Accenture. Often referred to as the “Detroit of India232,” it is a prominent hub for automobile manufacturing, with
companies such as Hyundai, TVS and Renault-Nissan operating large facilities. The strategically located Chennai
Port and Kamarajar Port are vital gateways for India’s export-driven economy, primarily facilitating the global
outreach of automotive, engineering goods, textiles, garments, and leather product industries from Tamil Nadu to
key markets across Africa, Latin America among others.
Overview of K-12 Segment in Chennai Metropolitan Area
Private Average Annual
Total Average Annual
Total Student Total Unaided International Tuition Fee of
Population Tuition Fee of
Enrolments234 Schools235 National Schools237 International
(2024)233 National Schools 238
Schools236 Schools238
499
13.2 million 2.50 million
(19% of total INR 45,000 – INR 2,50,000 –
(17% of state (19% of state 6,665 77
private INR 67,000 INR 3,00,000
population) enrolments)
schools)
Source: UDISE 2023-24, CBRE
Prominent School Chains and Operators
Chennai Metropolitan Area’s (CMA) private unaided school segment comprises 44 school chains with 184
schools in total as of AY 2024-25, offering both national and international curricula. Among these, the established
national operators are Billabong Schools, Orchids International Schools, Jain Group of Schools, Birla Open Minds,
Narayana Schools and Sri Chaitanya Schools. Regional chains like CPS Global Schools, Velammal Vidyalaya
and The Indian Public Schools continue to have a strong footprint, while prominent operators such as Ryan
International and Amrita Vidyalaya are gradually expanding their presence.
232 Chennai – The Detroit of India
233 Population Projections by International Institute of Population Sciences, 2022
234 UDISE 2023-24
235 Total schools include schools of all management categories such as government/aided, private unaided and others
236 Private unaided national schools are the schools which are affiliated with CBSE and ICSE boards.
237 Private unaided international schools are the schools which are affiliated with IB and Cambridge boards.
238 Fee range is an estimate based on CBRE’s analysis of sample data for 6th standard; however, it may vary depending upon the location,
facilities and infrastructure in the school.
241Demand Drivers and Outlook
The key demand drivers for K-12 segment in
Chennai are:
• Dominance of Private Schools: 64.0% of
students in Chennai are enrolled in private
schools. Across Tamil Nadu, private high
school enrolment rose by 6% from 5.7
million in 2013–14 to 6.0 million in 2023–
24, compared to a dip by 15% in
enrolments of government schools from
5.7 million to 4.8 million during same time
period
• Urban Agglomeration and Quality of
Life: Chennai is the one of the prominent
metropolitan cities (4th largest urban
agglomeration) in India and the most
densely populated city in the state. It also
ranks 4th in India in the Ease of Living
Index 2024239, with a robust ecosystem in
health, education, mobility, and safety.
• Robust Economic and Employment Base:
The city has a thriving commercial
ecosystem with over 89 msf, driven by MNCs, leading to high employment potential.
• Educational and Talent Hub: Chennai houses premier institutions like IIT Madras, Anna University, MIT,
and NIFT, making it a center for talent development and innovation.
• Affordable Real Estate Market: Compared to other southern metros like Bangalore and Hyderabad, land and
capital values in Chennai remain competitive, offering value-driven investment opportunities.
Hyderabad Agglomeration240
Hyderabad, the capital of the southern state Telangana, is one of the prominent metro cities in India and the leading
contributor to the state’s GDP and tax revenues. The larger agglomeration spans several key districts, including
Ranga Reddy, Hyderabad, and Medchal–Malkajgiri. Among these, Ranga Reddy district has witnessed the highest
level of economic activity, followed by Hyderabad and Medchal–Malkajgiri, driven by rapid urban expansion and
infrastructure development.
The city serves as a significant economic hub, ranking as the fourth-largest IT/ITeS center in India with 137 msf
of commercial office space, anchored by prominent GCCs such as Amazon and Microsoft. It has the second-
highest number of Ultra High Net-Worth Individuals (UHNIs) after Mumbai241. It is also recognized as the “Bulk
drug capital of India242“, contributing approximately 40% to the country’s bulk drug production, with a strong
presence of international pharmaceutical companies such as Novartis and Sanofi.
Overview of K-12 Segment in Hyderabad
239 Chennai ranks 4th in the Ease of Living Index 2024
240 Includes Hyderabad, Medchal-Malkajgiri and Ranga Reddy districts
241 Hyderabad is home to 467 uber rich, second highest after Mumbai
242 Hyderabad: Bulk Drug Capital of India
242Total Total K-12 Private Unaided Average Annual Average Annual
Total International
Population Student National Tuition Fee of National Tuition Fee of
Schools Schools
(2024) Enrolments Schools Schools International Schools
10.63 million 2.79 million 403
INR 66,000 – INR 1,83,000 –
(28% of state (38% of state 8,559 (7% of total 87
INR 1,01,000 INR 3,60,000
population) enrolments) private schools)
Source: UDISE 2023-24, CBRE
Prominent School Chains and Operators
Hyderabad is becoming a preferred destination for
international school operators, as they are making
a significant and increasing footprint in the city.
Several notable schools are operated by some of
the world’s largest international school chains and
provide globally recognised curricula. These
include Global Indian International School (part
of the Global Schools Foundation), Oakridge
International School (Nord Anglia Education) and
CHIREC International (Cognita).
Alongside this, the city’s private unaided school
sector comprises 49 school chains and 139
schools in total as of AY 2024-25, offering both
national and international curricula. Among the
established, national operators are Delhi Public
School, GD Goenka Schools, Birla Open Minds,
Euro Schools (Lighthouse Learning), and Sri
Chaitanya Schools. Regional chains like
Bhashyam Schools and Gowtham Model Schools
continue to have a strong footprint, while
prominent operators such as Ryan International,
Podar International School and Sancta Maria are
gradually expanding their presence.
Further, as of AY 2024-25, three K-12 schools namely St. Andrews Suchitra, St. Andrews Keesara and St.
Michaels Alwal are amongst only five schools in India that have been awarded with prestigious WELL Health-
Safety Rating243, which is a globally recognized standard for health, safety and sustainability. These schools are
among the first in Hyderabad and India to receive this recognition, having successfully met 16 out of 29 global
health and safety criteria, including those related to air and water quality, cleaning and sanitization protocols,
emergency preparedness, and innovation—demonstrating commitment to creating healthier, safer learning
environments.
Demand Drivers and Outlook
The key demand drivers for K-12 segment in Hyderabad are:
• Robust Residential and Commercial Pipeline: Approximately 0.23 million dwelling units and 28 msf of
commercial office space are slated for completion by 2027, driven by strong demand from sectors such as IT,
Pharma, GCCs, Manufacturing, and F&B. This is expected to drive steady population growth, supported by
robust employment opportunities and significant inward migration from other cities.
• High Per Capita Income Sustaining Private School Demand: The city also has a per capita income that is
2.6 times the national average244, along with a growing aspirational service-class segment, supporting demand
for private education.
243 WELL Projects Directory
244 GDP per capita for India
243• Rising UHNI Population Driving Premium Education Needs: Hyderabad ranks 2nd nationally in terms of
UHNI population241, which is contributing to increased demand for premium national and international
curriculum schools.
• New Growth Nodes supporting Educational Investment: North and East Hyderabad are witnessing growth,
driven by ongoing and planned developments such as logistics parks, industrial clusters, and select IT-SEZs.
Meanwhile, West Hyderabad continues to lead demand, anchored by established IT corridors like Gachibowli
and the Financial District, driving steady residential expansion and the development of educational
infrastructure.
Pune Urban Agglomeration245
Pune’s urban agglomeration has established itself as one of India’s prominent economic hubs. The city boasts a
robust and diversified industrial base, with key sectors including IT/ITeS, automotive, engineering,
pharmaceuticals, and education. Often referred to as the “Oxford of the East246,” Pune is a leading education center,
home to premier institutions such as Fergusson College, Symbiosis International University, FTII, COEP, and the
National Chemical Laboratory. This strong academic ecosystem supports a high-quality talent pipeline for
industries across the board.
Additionally, Pune plays a vital role in national defense, hosting the National Defence Academy and key Indian
Armed Forces units, contributing to both economic and strategic significance. For investors, Pune offers a
compelling mix of infrastructure, talent, industrial diversity, and policy support, making it a high-potential
destination for long-term capital deployment.
Overview of K-12 Segment in Pune
Total Total K-12 Average Annual Tuition
Total Private Unaided International Average Annual Tuition
Population Student Fee of International
Schools National Schools Schools Fee of National Schools
(2024) Enrolments Schools
11.9 million 2.17 million 357
INR 1,15,000 – INR
(9% of state (10% of state 7,379 (19% of total 28 INR 60,000 – INR 80,000
2,40,000
population) enrolments) private schools)
Source: UDISE 2023-24, CBRE
Prominent School Chains and Operators
The private unaided school sector in Pune consists of 46 school chains and 109 schools as of AY 2024-25
providing both national and international curricula. Leading international schools include Wellington College
International, which is directly affiliated with the UK’s Wellington College, as well as Mahindra International
School, Indus International School and Global Indian International School (GIIS) are present in Pune. Among the
national operators with a presence are Podar International School, Vibgyor Schools, Orchids International Schools,
and Euro Schools (Lighthouse Learning). Regional players such as Pawar Public Schools and Tree House High
School also operate here, while Sri Chaitanya Schools and Radcliffe School are increasing their reach.
Demand Drivers and Outlook
The key demand drivers for K-12 segment in Pune are:
• Dominance of Private Schooling: 45.7% of students in Pune are enrolled in private schools. Across
Maharashtra, private high school enrolment rose by 46% 4.2 million in AY 2013–14 to 6.2 million in AY
2023–24, compared to a dip by 20% in enrolments of government schools from 6.7 million to 5.3 million
during same time period.
245 Includes Pune Municipal Corporation and Pimpri-Chinchwad Municipal Corporation
246 Pune: Oxford of the East
244• Rising Student Base and Urban Population
Growth: Pune’s district population is
projected to exceed 12.4 million by 2031, up
from approximately 11.9 million in 2024,
marking a growth of 5%247. This expansion
is accompanied by a sharp rise in the school-
age population across both urban and peri-
urban areas of Pune district. Migration from
neighbouring districts is further accelerating
school enrolments, as families move to Pune
seeking better academic infrastructure and
opportunities. This trend is particularly
fuelling demand for mid-segment private
schools that offer a balance of affordability
and quality.
• High Quality of Life and City
Attractiveness: According to the Ease of
Living Index 2024 (Ministry of Housing and
Urban Affairs), Pune ranks 2nd nationally
and tops the Quality-of-Life pillar, which
evaluates cities across indicators like health,
education, mobility, safety, and recreation.
This positioning enhances Pune’s appeal for
working professionals and families
relocating from across Maharashtra and
beyond, further driving the need for high-quality schooling options.
• Expanding IT & Industrial Workforce: Pune’s development as a major technology and industrial hub—
anchored by IT parks like Hinjewadi, Magarpatta, and Kharadi, and manufacturing zones like Chakan and
Talegaon—has attracted a steady influx of skilled migrant professionals.
• High Per Capita Income and Educational Spend Potential: Pune district has the 3rd highest per capita
income in Maharashtra, standing at INR 0.37 million per annum in FY 2024248. This reflects a prosperous,
upwardly mobile population with greater willingness and capacity to invest in quality education. As a result,
demand is rising for premium and mid-premium schools, including those offering international curricula and
holistic development models.
Profiling of Other Cities
Tumakuru (Tumakuru District)
Tumkur, officially known as Tumakuru, is an industrial city located towards the north - western periphery of
Bangalore City. Tumkur City forms the district headquarters of Tumakuru district which includes other regions
such as Sira, Gubbi, Kunigal, Tipaturu, Koratagere, Chikkanayakanahalli, Pavagada, Madhugiri and Turuvekere.
Subsequently, the city has developed into an industrial hub (with the setting up of HMT factory) and has since
tried to gain prominence as an alternative to Bengaluru as an investment destination, being located 70kms from
Bengaluru. Majority of the real estate activity in Tumkur is confined within 3-4 km radius of the Tumkur city.
The city is spread across a 5 km radius around two intersecting axes, one along the Bengaluru-Honnavara (BH
Road - NH 73) and the other axis along the Mumbai Highway (NH 48) running from north to south.
247 Population Projections by International Institute of Population Sciences, 2022
248 First revised estimates from Economic Survey of Maharashtra 2024-25
245Overview of K-12 Segment in Tumkur District
Total Total Student Total Private Enrolments in Private Average Annual
Population Enrolments Schools Unaided Private Unaided Unaided Tuition Fee of National
(2024) Schools Schools National Schools
Schools
2.30 million 0.41 million 4,586 531 1,52,161 53 INR 40,000 – INR
62,000
Source: UDISE 2023-24, CBRE
Note: Total schools include schools of all management categories such as government/aided, private unaided and others; Private unaided
national schools are the schools which are affiliated with CBSE and ICSE boards; Fee range is an estimate based on CBRE’s analysis of
sample data for 6th standard, however, it may vary depending upon the location, facilities, and infrastructure in the school.
School Landscape in Tumkur city
The K-12 education landscape in Tumkur is characterized by a mix of government, government aided, and private
schools. The city also has reasonable social infrastructure facilities owing to the presence of several prominent
educational institutions such as Bishop Sargant School, Prudence International Residential School, Arvind
International Residential School, and schools by few prominent operators viz. Jain Group of Institution, Podar
International School, Sri Chaitanya Schools, amongst others.
Chintamani (Chikkaballapura District)
Chintamani is a town in the Chikkaballapura district in the state of Karnataka, India. It is located at a distance of
75kms northeast of Bengaluru and 40 kms east of Chikkaballapura city. The town and its surroundings of
Chintamani Taluk of Chikkaballapura district are emerging as an important urban center due to its proximity and
connectivity to Bengaluru city. It is one of the well planned and developed town in the district. The region is
known for its silk and tomato production and their largest markets in Karnataka. Due to its proximity to Bengaluru,
the district is also home to Geetanjali International School which is a Cambridge board affiliated private unaided
school.
Overview of K-12 Segment in Chikkaballapura District
Total Total Student Total Private Enrolments in Private Average Annual
Population Enrolments Schools Unaided Private Unaided Unaided Tuition Fee of National
(2024) Schools Schools National Schools
Schools
1.40 million 0.20 million 2,020 338 1,02,472 20 INR 51,000 – INR
66,000
Source: UDISE 2023-24, CBRE
School Landscape in Chintamani city
Chintamani offers K-12 educational options ranging from public schools like Government Lower Primary School,
to highly rated private unaided schools like Jain Public School. Further, the schools’ landscape is at a nascent
stage with 6 schools in and around the city.
Kadiri (Sathya Sai District)
Sri Sathya Sai district is located in Andhra Pradesh, with its administrative headquarters in Puttaparthi. It is
recognised for its spiritual and cultural significance. It borders Anantapur district to the north, Annamayya and
Kadapa districts to the east, and several Karnataka districts to the west and southwest. The district is divided into
4 revenue divisions: Dharmavaram, Kadiri, Penukonda and Puttaparthi, which are further subdivided into a total
of 32 mandals. The district is home to over 2,500 schools and has prominent schools’ operators viz. The
Millennium Schools, Krishna Public School, Lotus International School, among others.
Overview of K-12 Segment in Sathya Sai District
Total Total Student Total Private Enrolments in Private Average Annual
Population Enrolments Schools Unaided Private Unaided Unaided Tuition Fee of National
(2024) Schools Schools National Schools
Schools
2461.84 million 0.28 million 2,592 462 1,18,226 10 INR 37,000 – INR
43,000
Source: UDISE 2023-24, CBRE
School Landscape in Kadiri
Kadiri is a major town within the Sri Satya Sai District and serves as the headquarters of the Kadiri Revenue
Division and Kadiri Mandal. The K-12 schools’ landscape is at a nascent stage. However, it has presence of few
educational institutes such as Jain Public School, Valmeeki High School and college, Harish International School,
S.V College and Municipal School, etc.
Note: There are a total of 6 private schools in Kadiri town including Jain Public School. However, there are limited schools offering CBSE
or ICSE boards curriculum apart from Jain Public School. Also, the district has limited schools which offer 11th and 12th grade admissions.
Korba (Korba District)
Korba district is located in the northern part of Chhattisgarh state surrounded by districts like Korea (Koriya),
Surguja, Bilaspur, and Janjgir-Champa., This region is known for its significant industrial activity, especially in
the power and coal mining sectors. It is often referred to as the power capital of Chhattisgarh due to the
concentration of power plants in the area such as NTPC Korba Super Thermal Power Plant. Besides power
generation and coal mining, Korba is home to other major industries such as aluminum major Bharat Aluminum
Company Limited (BALCO).
Overview of K-12 Segment in Korba District
Total Total Student Total Private Enrolments in Private Average Annual
Population Enrolments Schools Unaided Private Unaided Unaided Tuition Fee of National
(2024) Schools Schools National Schools
Schools
1.40 million 0.26 million 2,480 304 91,291 23 INR 28,000 – INR
42,000
Source: UDISE 2023-24, CBRE
School Landscape in Korba city
The school landscape in Korba, Chhattisgarh includes both public and private institutions, with a mix of CBSE
and other boards. The city has few schools by prominent chain operators viz. Delhi Public School, Jain Public
School, New Era Progressive School, Nirmala Higher Secondary School, among others. The presence of these
schools underscores the city’s expanding educational ecosystem and the diverse range of opportunities available
to students from national boards.
Student Accommodation Portfolio Cities Overview
Bengaluru City
Bengaluru, the capital of the southern state Karnataka, is the largest IT/ITeS hub including presence of large global
and national tech giants (viz. Google, Wipro, Infosys, Amazon, Microsoft and IBM). It is also renowned for its
strong startup ecosystem and hailed as the ‘Silicon Valley of India,’249. Bengaluru is the third largest city in India
in terms of population250 and one of the fastest growing cities in terms of GDP in Asia Pacific (APAC)251.
Additionally, the presence of numerous Global Capability Centres also drives significant employment within the
city.
249 Bengaluru Urban District, Developed and hosted by National Informatics Centre, Ministry of Electronics & Information Technology,
Government of India
250 World Population review 2025
251 ©️ Oxford Economics Limited [2025]- Regional Outlook Asia Pacific in 2024
247Key facts and higher education segment in Bengaluru
Total Total HE No. of Share Enrolment Average Hostel capacity Beds per No. of private
Population Enrolment HEIs of in private intake in in private HEIs enrolment HEI in Top
(2024) in the private HEI private in private 500 NIRF
district HEI252 universities253 HEI Ranking254
13.3 0.8 million 1,530 1,014 0.6 million 6,500 - 6,600 0.3 million 50.7% 6255 (out of
million (33% of (66.3%) (district (largest in India 134 NIRF
(20% of state with accounting for ranked private
state enrolment) largest 33% of total HEIs in India)
population) share in hostel capacity in
India at private HEIs in
3.3%) the country)
Source: AISHE 2023-24 excel database, as on August 2025
Bengaluru hosts about 1,000+ private Higher
Education Institutions (HEIs)256 and 3 Institutes of
National Importance257, contributing to its vibrant
academic environment. The city offers a wide range
of academic programmes and has several prestigious
institutions like Indian Institute of Management,
Bengaluru (IIM-B) and Indian Institute of Science
(IISc), Bengaluru.
Major clusters for higher education in the
district: In terms of student concentration in HEIs,
there are 5 major clusters: Off- central, North,
Northwest, South and West. Together, these clusters
account for approximately 57.9% of total enrolment
from private HEIs in the district.
Student accommodation segment in Bengaluru
Student accommodation in Bengaluru is dominated
by captive accommodation provided by universities/
colleges, as well as the unorganized segment, such
as PGs and shared apartments. However, PMSA is
also emerging as a preferred segment in Bengaluru,
accounting for a significant 17% of the total PMSA
Source: AISHE Excel database 2023-24
in the country. PMSA facilities are mainly located
within major private HEI clusters, with the norther cluster holding the largest share at 41.3%, followed by the off-
central cluster at 17.1%
The table below depicts the inventory and occupancy across various categories of accommodation available in the
city:
Student Accommodation Existing No. Of Beds Occupancy (%) Average Per Bed Fee258
University Accommodation 2,80,000- 2,90,000 80-85% INR 7,000- 10,000/ month
On Campus (PMSA)259 14,000- 14,500 90-92% INR 12,000- 15,000/ month
Off-Campus (PMSA) 14,000- 15,000 80-85% INR 11,000-14,000/ month
Source: AISHE database, CBRE
252 Includes State Private University, Deemed Private University and Private unaided colleges
253 Average intake in private universities is derived from the ratio between its total student enrolment and its no.
254 NIRF Rankings covers top 200 universities and top 300 colleges were considered
258 Average rental per bed is the monthly charges for double occupancy non-AC room inclusive of food
259 Includes supply from only major on- campus PMSA operators who have presence across multiple cities in India
248PMSA Operators in the city
Stanza Living, My Roomie and Your Space are the major off-campus PMSA operators in the city and is mainly
present in West and North cluster in the city. Similarly, for on- campus PMSA facilities, Curated Living and
Elevate Campuses Limited (under brand name of Good Host Spaces) are major operators, mainly present across
north and south clusters260, prominent clusters in terms of presence of private HEIs.
Demand Drivers and Outlook
• Largest share of private HEI enrolments in the country: Bengaluru leads India in private student
enrolments261 with a 3.3% share in AY 2023-24, ahead of Hyderabad (3.2%) and Pune (2.6%). Given that
private HEI enrolments drive demand in the PMSA segment, this positions Bengaluru as a key market for
student accommodation.
• Private HEI enrolment growth in city surpasses national average: During AY 2016-17 to AY 2023-24, the
enrolments in private HEIs262 in Bengaluru grew at a CAGR of approximately 10.9%, while the same for
India grew at a CAGR of approximately 6.1% during the same period. This sustained growth in student
enrolment has emerged as a key demand driver for the student accommodation sector in the city263.
• Largest share of migrants for education in the country: As per the 2011 Census, Bengaluru district recorded
the highest share of migrants for education in India, accounting for 2.6% of the total. It is followed by
Hyderabad with 2.4% and Delhi with 1.9%. This indicates growing demand for student accomodation.
• Talent-Driven Employment Growth in the Region: Bengaluru has emerged as a leading technology
employment hub in India, generating approximately 1.2 million direct jobs in IT sector and hosting 30% of
the nation’s GCCs and 35% of India’s GCC workforce264. It has been hailed as the world’s second-largest
center for AI talent, and as India’s largest start-up ecosystem.
Jaipur City
Jaipur has become a key economic hub in Rajasthan, with a diverse base spanning tourism, handicrafts, textiles,
and gemstones. Growth in IT and education sectors has further strengthened its role in the regional and national
economy. Jaipur falls in the influence area of the DMIC corridor 265and Asia’s largest incubator, the Bhamashah
Techno Hub 266is also located here. Additionally, it has emerged as a key educational hub with approximately 0.5
million students enrolled and accounting for 20% of state enrolments. It currently ranks 7th among all Indian
districts in terms of overall private HEI enrolments267 and 1st in terms of private university enrolments followed
by Chengalpattu (Chennai), Pune and Gautam Buddha Nagar (Noida) districts.
257 Institutes of National Importance includes Indian Institute of Management (IIM), National Institute of Fashion Technology (NIFT) and
National Institute of Mental Health and Neurosciences NIMHANS
258 Average rental per bed is the monthly charges for double occupancy non-AC room inclusive of food
259 Includes supply from only major on- campus PMSA operators who have presence across multiple cities in India
260 CBRE
261 Enrolments from state private university, deemed private university and private unaided colleges
262 Private HEIs include state private universities, deemed private universities and private unaided colleges
263 AISHE reports from AY2017-18 to AY2021-22 for India figures and AISHE excel for AY2017-18 to AY2021-22 for Bengaluru district
figures
264 Karnataka Global Capability Center (GCC) Policy 2024- 2029
265 DMIC Rajasthan- Unleashing Rajasthan Business Potential, Report by Rajasthan Government
266 iStart, Government of Rajasthan
267 Includes State private Universities, Deemed Private Universities and Private Un-aided Colleges
249Key facts and higher education segment in Jaipur
Total Total No. of Share Enrolment Average Hostel capacity Beds per No. of private
Population enrolment in HEIs of in private intake in in private HEIs enrolment HEI in Top
(2024) the district private HEI private in private 500 NIRF
HEI268 universities269 HEI Ranking270
8.2 million 0.5 million 821 541 0.35 6,500 - 6,600 67,837 (38.3% of 19.5% 5271 (out of
(20% of (20% of state (66%) million total private HEI 135 NIRF
state enrolment) (68% of hostel capacity in ranked private
population) total the state) HEIs in India)
student
enrolment)
Source: AISHE 2023-24 excel database, as on August 2025
Jaipur’s higher education landscape comprises a
mix of public and private HEIs offering diverse
academic programs. The city is home to well-
regarded public universities like the University
of Rajasthan and Institutions of National
Importance such as Malaviya National Institute
of Technology, Jaipur. It also hosts NIRF-ranked
private universities such as Manipal University,
which is also the first private university in
Rajasthan to receive NAAC A+ accreditation,
NIMS University, and Amity University, Jaipur.
Major clusters for higher education in the
district: In terms of student enrolment
concentration in private HEIs, there are 3 major
clusters: Jagatpura-Sitapura cluster, Dehmi-
Kalan cluster & Chandwaji cluster. Together,
these clusters account for approximately 71% of
total enrolment from private HEIs in the district,
with the Jagatpura-Sitapura cluster representing
the largest share at 41% of the total private
enrolment.
Student accommodation segment in Jaipur Source: AISHE Excel database 2023-24
PMSA segment in Jaipur is still emerging and forms only 9-10% of total student accommodation beds capacity
in the district. Further, on-campus PMSA facilities include 5,920 bedded PMSA facility at Manipal University
owned and managed by Elevate Campuses (under the brand name of Good Host Spaces). Organized off-campus
developments are majorly concentrated in regions like Gopalpura, Mansarovar, Jagatpura & Sitapura owing to
presence of private higher education institutes in the region. Off-campus operators include Your Space & Hello
World.
PMSA Operators in the city
HelloWorld has the major share in off-campus PMSA inventory in the city and is mainly present in Jagatpura-
Sitapura cluster` in proximity to HEIs. On-campus PMSA facility operators include Elevate Campuses and Stanza
Living.
The table below depicts the inventory and occupancy across various categories of accommodation available in the
city:
268 Includes State Private University, Deemed Private University and Private unaided colleges
269 Average intake in private universities is derived from the ratio between its total student enrolment and its no.
270 NIRF Rankings covers top 200 universities and top 300 colleges
271 Of the 5 private HEIs in NIRF Rankings in Jaipur, all 5 are private universities
250Student Accommodation Existing no. of beds Occupancy (%) Average fee per bed
University Accommodation 88,000- 89,000 84- 85% INR 8,000- 11,000/ month
On campus (PMSA)272 9,000- 10,000 90-95% INR 13,000- 14,000/ month
Off campus (PMSA)273 1,000- 1,050 75-80% INR 6,500- 8,000/ month
Source: AISHE database, CBRE, as on August 2025
Demand Drivers and Outlook
• Jaipur leading in private university enrolments: Jaipur leads among all Indian districts in number of private
universities (26) and enrolments in private universities (0.15 million), indicating substantial investment in
higher education from private sector in the city over the past decade. Further, prominent private universities
in Jaipur have shown high growth rates in student enrolment from 2016-17 to 2023-24 such as Manipal
University at 36%, JECRC University at 21% and Poornima University at 15%, and overall at 13% much
higher than the national average of 6%. CAGR274
• Growth in high-skill sectors: Presence of large scale projects such as Mahindra World City are also expected
to drive employments in high skill sectors such as IT/ITeS & Engineering, Automotive and Auto Ancillary.
Companies such as Infosys, Wipro, Sigma Electric are already present 275. Further, Jaipur has been identified
as on of the major emergy technology hubs among Tier 2 cities in India. 276
• Infrastructure & connectivity: Jaipur’s strategic position within the Delhi-Mumbai Industrial Corridor
(DMIC) is expected to drive significant growth in investment, employment, and industrial output.277 This
expansion will increase demand for skilled labor, underscoring the need to strengthen technical education
infrastructure.
Sonepat278
Sonepat, a district in the northern state of Haryana, is recognized for its industrial activity and strategic
geographical location. Located approximately 40 kilometres from Delhi (Capital of India), it plays an important
role in connecting the national capital with northern states. Its position along the Delhi-Mumbai Industrial
Corridor (DMIC) has supported the development of areas such as the Kundli-Sonepat Investment Region and the
Barhi Industrial Area, contributing to regional economic growth. Sonepat is also emerging as an important centre
for higher education in Haryana due to a combination of location advantages and govt led infrastructure
development.
Key facts and higher education segment in Sonepat
Total Total No. of Share Enrolment Average Hostel Beds per No. of private
district district HEIs of in private intake in capacity in enrolment HEI in Top 500
population enrolment private HEI private private HEIs in private NIRF
(2024) (AY2023- HEI279 universities280 HEI Ranking281
24)
1.7 million 0.08 123 77 46,828 3,500- 4,000 21,808 46.6% 1 (out of 134
(5.7% of million (62.6%) (57.1% of (38.1% of NIRF* ranked
state (7.8% of total student total private private HEIs in
population) state enrolment in HEI hostel India)
enrolment) the district) capacity in
the state)
Source: AISHE 2023-24 excel database, as on August 2025
* Indicates that of the top 500 HEIs (top 200 universities and top 300 colleges), there are 134 private HEIs
272 Includes supply from only major on- campus PMSA operators who have presence across multiple cities in India
273 Includes supply from only major operators who have presence across multiple cities in India
274 AISHE 2016-17 and 2023-24 Excel Report
275 Mahindra World City Jaipur, official website
276 NASSCOM: Emerging Technology Hubs In India
277 DMIC in Rajasthan – Unleashing Rajasthan’s Business Potential
278 Sonepat district is a part of 24 districts that together form the National Capital Region (NCR)
279 Includes State Private University, Deemed Private University and Private unaided colleges
280 Average intake in private universities is derived from the ratio between its total student enrolment and its no.
281 NIRF Rankings covers top 200 universities and top 300 colleges were considered
251Rajiv Gandhi Education City (RGEC), developed by Haryana Sehari Vikas Pradhikaran (HSVP) over 5,000 acres,
has significantly boosted higher education in the region. Its first phase hosts top institutions like Ashoka
University, SRM University and National Law University.
Major clusters for higher education in the district: RGEC is the major private HEI cluster in the district, with
a total student enrolment in private HEIs of 24,500 accounting for 52.3% of total private enrolment in the district.
Around 79.4% of this cluster’s total enrolment— translating to 19,450 students—are enrolled in five private
universities. Improved regional connectivity is expected to further spur new university setups and further boost
enrolments.
Student accommodation segment in Sonepat
The city’s student housing market is primarily
driven by university-managed facilities and
informal PG accommodation, with limited
presence of organized off-campus PMSA
providers. On campus PMSA facilities include a
7,100-bed capacity accommodation facility
owned and operated by Elevate Campuses (Good
Host Spaces).
Private universities in RGEC cluster maintain
high occupancy (80-85%) in their student
accommodation facilities by offering quality
infrastructure and catering to a student base with
higher migrant share (65–70%) — demonstrating
healthy and sustained demand for student
accommodation facilities. The following table
depicts enrolments, occupancy and average
accommodation fee across major private
universities in the district.
Source: AISHE Excel
database 2023-24
Student Enrolment Hostel Occupancy Average Fee Per Bed
University Name
2023-24 Capacity (%) 282
INR 19,000- 20,000/
ECL operated student accommodation 11,485 7,100 100%
month
INR 16,500- 17,000/
Ashoka University 3,017 3,410 81%
month
INR 19,500- 20,000/
SRM University, Sonepat 3,645 430 86%
month
INR 14,500- 15,000/
World University of Design 1,059 703 70%
month
Source: AISHE database, respective university website, as on August 2025
Demand Drivers and Outlook
• Private HEIs in the district saw higher enrolment growth than those in the country: During AY 2016-17
to AY 2023-24, enrolments in private HEIs in Sonepat district grew at a CAGR of 15.2%, outpacing the
enrolment growth in private HEIs in the country at a CAGR of 6.1% for the same period. This higher growth
in private HEIs has emerged as a key demand driver for student accommodation facilities in the district driven
mainly by universities being set up in RGEC cluster founded in 2012.
• Strategic location and proximity to NCT: Sonipat’s alignment with the Delhi-Mumbai Industrial Corridor
(DMIC) and its proximity to the National Capital Territory (NCT) of Delhi, position it as a key player in the
282 Average rental per bed is the monthly charges for double occupancy AC room inclusive of food
252region’s educational and economic integration. This strategic location enhances Sonipat’s appeal for students
and educational institutions seeking connectivity to Delhi’s dynamic ecosystem.
• Major upcoming infrastructure initiatives: Strategic infrastructure proposals, including the Eastern and
Western peripheral expressway, extension of the Delhi Metro Yellow Line to Sonipat via Nathupur and the
implementation of the high-speed Namo Bharat Rapid Rail (RRTS), are poised to significantly strengthen
regional connectivity and improve accessibility across the National Capital Region.
• Presence of major warehousing and manufacturing hubs: The development of industrial estates and the
integration of Sonipat into DMIC have significantly enhanced regional infrastructure and connectivity. These
advancements have spurred industrial growth, exemplified by the proposed Maruti Suzuki plant, which is
expected to create approximately 1,000 jobs.
Solan
Solan, located in the northern state of Himachal Pradesh, is known for its Industrial town and is emerging as an
educational and digital agriculture marketing hub283. The presence of major industrial areas such as Baddi
Barotiwala Nalagarh (known as BBN), Industrial estates in Chambaghat and Parwanoo, has enabled the district
to have a strong industrial base with highest contribution to State domestic product, followed by Kangra and
Shimla district. Solan is also a major higher education centre in Himachal Pradesh.
Key facts and higher education segment in Solan
Total district Total No. Share Enrolment Average Hostel Beds per No. of private
population284 district of of in private intake in capacity in enrolment HEI in Top
(2024) enrolment285 HEIs private HEI private private HEIs in private 500 NIRF
(2024) HEI286 universities287 HEI Ranking288
0.6 million 0.08 million 59 34 25,379 2,400- 2,500 14,839 (47.1% 58.5% 1 (out of 134
(8.6% of (7.8% of (57.6%) (63.8% of of total private NIRF ranked
state state total student HEI hostel private HEIs in
population) enrolment) enrolment in capacity in the India)
the district) state)
Source: AISHE 2023-24 excel database, as on August 2025
283 Himachal Pradesh State Agricultural Marketing Board
284 International Institute of Population Sciences
285 AISHE Excel database 2023-24
286 Includes State Private University, Deemed Private University and Private unaided colleges
287 Average intake in private universities is derived from the ratio between its total student enrolment and its no.
288 NIRF Rankings covers top 200 universities and top 300 colleges were considered
253Solan district is significant for private higher
education in Himachal Pradesh, hosting 9 of the
state’s 16 private universities and accounting for
74.1% of private student enrolments in the state.
Major clusters for higher education in the
district: In terms of student enrolment
concentration in HEIs, there are 2 major clusters in
the district: Solan Cluster and Baddi Cluster.
Together, these clusters account for 84.5% of total
enrolment from private HEIs in the district.
Student accomodation segment in Solan
The city’s student accommodation market is
primarily driven by university-managed facilities,
with limited presence of organized off-campus
PMSA facilities and informal PG accommodations.
On- campus PMSA facilities include a 1,735-bed
capacity accommodation facility owned and
operated by Elevate Campuses (under brand name
of Good Host Spaces). Private universities in Solan
cluster witnessed high occupancy (85–90%), owing Source: AISHE Excel database 2023-
24
to substantial proportion of migrant students (60–65% of total enrolment) and quality infrastructure, indicating a
consistent and robust demand for such facilities.
Demand Drivers and Outlook
• District with largest share of private enrolments in the state: Private HEIs in the district, with approximately
23,800 students, comprise 74.1% of the state’s private student enrollment. This high concentration of students
fuels considerable demand for student accommodation in the area.
Dubai K-12 Market Overview
Dubai Macro – Economic Overview
Dubai, positioned at the southwest corner of the Arabian Gulf, spans approximately 4,114 square kilometres,
making it the second-largest city in the United Arab Emirates289. With a real GDP of approximately US$127
billion in FY 2024-25, Dubai constitutes approximately 26% of the total GDP of UAE; it has experienced a real
GDP CAGR of approximately 1.9% historically between FY 2015 - FY 2025290. Dubai is an emerging global hub
for trade, commerce, and tourism, facilitating strong international connectivity and economic integration.
Whilst oil base revenues continue to significantly contribute to the UAE’s economy, Dubai’s economy is
diversified, encompassing twenty economic sectors, with over 95% of its Gross Domestic Product (GDP) derived
from non-oil industries291. This diversification underscores Dubai’s resilience and adaptability, reinforcing its
status as a leading financial and commercial centre in the Middle East. Dubai is strategically positioned on the
West-Asia trade corridor to capture current and future trade flows and expat inflows. Expat inflow in Dubai is
expected to increase driven by non-oil GDP growth of UAE and favourable visa regulations292. Moreover, the
Dubai Economic Agenda D33 presents a detailed plan, targeting to double the size of Dubai’s economy by FY
289 UAE Governmental Portal accessed July 2025
290 ©️ Oxford Economics Limited [2025], Databank, accessed July 2025
291 Dubai Public Debt Management Office
292 IMF, Press Release, IMF E-Library, July 2024
2542032-33, by launching 100 transformational projects over the next decade which could result in a higher influx of
expats migration293.
The below figure illustrates Dubai’s GDP breakdown for FY 2024-25, and GDP forecast until FY 2029-30 and
its CAGR. Dubai could witness steep GDP growth with a projected real GDP growth rate of 3.5% p.a. over the
next five years largely driven by Financial & Business Services and Consumer Services sectors which have
consistently accounted for over 50% of Dubai’s total GDP.
Dubai Real GDP Breakdown (in 000’s) and Share for FY 2024-25 (E) –FY
1,60,000 2029-30 (E) 30%
1,40,000 29% 25%
27%
1,20,000
24,427
20%
1,00,000
21,146
80,000 19% 15%
10,200 1,51,173
17%
60,000 1,27,399
34,425 10%
40,000
20,000 37,200 8% 5%
- 0%
Consumer Financial & Public services Transport, storage, Industry & 2025 Total 2030 Total
services business services information & Agriculture
communication
Sector Contribution to GDP services
Source: ©️ Oxford Economics Limited [2025], Databank
While Dubai’s sectoral composition underscores its services-led economy, analyzing output on a per capita basis
offers a more calibrated view of economic performance. The figure below illustrates GDP per capita levels for
GDP Per Capita (in 000’s) and Nominal GDP CAGR–Dubai vs Regional and Global
120 Benchmarks 6.0%
4.6%
100 5.0%
5.2%
4.9%
80 4.0%
4.3%
60 3.7% 3.6% 3.8% 3.7% 4 .7 3.0%
0
24 00 9 .9 23. 8 .0 30% 6 .5 3 7 .3
2
2 .7 3 5 .4 4 0 .1 6 6 .6 6 8 .5 8 3 .3 4 3 .9 3 0 .7 4 7 .6 3 5 .8 4 3 .8 5 8 .1 4 9 .8 5 8 .4 7 9 .4 3 2 .4 3 3 .2 4 9 .4 4 6 .6 5 8 .7 6 9 .6 5 9 .5 8 1 12 .. 00 %%
- 0.0%
Kuwait City Riyadh Doha Dubai France Germany Japan United United States
Kingdom
CY 2015 CY 2025 CY 2030 CAGR (CY 2025-CY 2030)
293 UAE Governmental Portal, Dubai Economic Agenda (D33), accessed July 2025
255
C
A p p ro x im a te ly 3 .5 %
A n n u a l G D P g ro w th
e x p e c te d b e tw e e n (F Y
2 0 2 5 -2 0 3 0 ). G D P /
a p ita c o u ld re a c h U S $4
6 ,9 0 0 b y F Y 2 0 3 0 .
K e y H ig h lig h
A p p ro x im a te ly 7 4 9 k
H o u se h o ld s e x p e c te d to
re sid e in D u b a i b y C Y
2 0 3 0 . W ith 7 3 % o f th e se
e a rn in g o v e r U S $ 1 5 0 K
p e r y e a r
t s f r o m D u b a i’s
A p p ro x im a te ly
9 2 % + o f
D u b a i’s
p o p u la tio n a re
e x p a tria te a s o f
C Y 2 0 2 4 (E )
M
D
a c r o O v e r v ie w
L a u n c h o f in itia tiv e E 3 3 ,
u b a i’s lo n g -te rm e d u c a tio n
tra n sfo rm a tio n stra te g y ,
sh iftin g fro m in stitu tio n -fo
c u se d to le a rn e r-c e n tric
D u b a i’s e c o n o m y d e p e n d s
h e a v ily o n fo re ig n w o rk e rs,
to u rists, a n d in v e sto rs to
su sta in g ro w th , w h ic h c a n
in flu e n c e its e x p o su re to
g lo b a l e c o n o m ic sh ifts a n d
re g io n a l c o m p e titio nDubai, regional peers, and select global benchmarks in FY 2014-15, FY 2025, and FY 2029-30, along with each
city’s projected CAGR over the latter half of the period.
Source: ©️ Oxford Economics Limited [2025], Data Banks
Note: GDP per capita figures for the Middle Eastern cities are presented at the city level, whereas figures for advanced economies are only
available at the national level. The latter are included for illustrative purposes only and should not be interpreted as directly comparable to
the city-level figures.
Despite a temporary dip witnessed in recent years, Dubai’s GDP per capita could rebound by FY 2029-30,
potentially driven by high-value sectors and policy-led growth. According to Oxford Economics, Dubai may have
a higher GDP per Capita than most of its regional peers with the exception of Doha by FY 2029-30. This highlights
the importance of sustaining productivity gains and sectoral diversification to elevate per capita output over the
long term. Potential growth in GDP and per capita income could signal increasing household spending capacity,
a factor that could be useful to understand long-term demand in the education sector.
Growing Population Mainly Driven by Expats: Dubai has become a regional hub characterized by a rapid
population growth. The below figure illustrates Dubai’s historic and forecasted population and household growth:
Dubai Population (in000’s)
4,332
2,976 3,192 3,356 3,411 3,478 3,550 3,655 3,864
2,699
2,447
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2030
Source: Actuals Until 2024 From Dubai Data & Statistics Centre, Forecasts from ©️ Oxford Economics Limited [2025], Databanks
Population growth at 5.2% CAGR between CY 2015 and CY 2024 could signal a steady rise in demand for
education services, reinforcing the need for continued capacity expansion and investment in Dubai’s education
sector. Dubai’s Population is also notable for its diversity. As of CY 2024, Emirati nationals comprised only
approximately 8% of the city’s total population294.
The below figure illustrates the split between expatriates and Emirati nationals, offering critical context for
analyzing demand dynamics in sectors such as education, where preferences, affordability, and policy frameworks
vary significantly across population groups
294 Dubai Data & Statistics Centre, Vital Statistics 2024
256Source: Dubai Data & Statistics Centre – Population & Vital Statistics, 2024
As illustrated, expatriates comprise the overwhelming majority of Dubai’s population, accounting for over 90%
of total residents consistently since CY 2015.
Rising incomes reshaping demand: In parallel with Dubai’s growing and predominantly expatriate population,
income distribution across households presents a key dimension in understanding the socioeconomic dynamics
and service demand. The Emirate’s population spans a wide income spectrum from labor-dependent households
to globally mobile high-income earners creating a multi-tiered market landscape. The below figure presents
household distribution by income groups, offering insight into affordability thresholds and the potential
addressable market for private education and other demand-driven sectors.
Dubai Households by Income Bracket (in 000’s)
749
676
549 324
226
73
63
131 %
49 %
%
137 196
225
194
204
175
87
49 25
2020 2025 2030
< US$ 70K US$ 70 –100 K US$ 150 –250 K US$ 250 K +
Source: ©️ Oxford Economics Limited [2025], Databanks
As shown, Dubai’s household income distribution is expected to shift over the coming years, with the proportion
of households earning above US$150,000 increasing from approximately 49% in 2020 to potentially 73% by CY
2030. This potential upward income mobility reflects sustained economic growth and the rising share of middle-
to high-income expatriates. The growing presence of affluent households could theoretically have a direct
implication for demand in premium segments of the education sector, particularly within the private K–12 space,
where income is a key determinant of both affordability and school tier preference.
Dubai Education Sector Overview and Market Landscape
Age Demographics & Education Seeking Population: Age demographics play a foundational role in shaping
education sector demand. As a city characterized by a young and predominantly working-age population, Dubai’s
demographic structure sets it apart from more traditional education markets. The following exhibits explore the
distribution of residents by age and identify the share of the population most relevant to education planning and
delivery.
Dubai Population Distribution
The population distribution highlights Dubai’s unique demographic profile, with a dominant share of residents
between the ages of 20 and 39, consistently accounting for more than half of the total population across the forecast
period. In contrast, the share of children and adolescents remains relatively limited, with the 5–19 age group
comprising only 12–13% of the population through CY 2030. This reflects Dubai’s labor-driven, expatriate-heavy
structure and underscores the importance of quantifying the actual education-seeking population within this
segment. The following chart isolates the K–12 age cohort to better understand its scale and relevance to private
education demand.
257DubaiEducationSeekingPopulationfrom2016-2022(in000's)
10.9% Recovery to Pre
5,000 10.2% 9.7% 9.5% 9.5% 9.2% -CO 9V .I 4D % levels
10.0%
4,000 3,192 3,356 3,411 3,478 3,550 8.0%
2,976 319 325 321 333
3,000 2,699 311
303 6.0%
295
2,000
4.0%
2,673 2,881 3,037 3,087 3,157 3,216
2,404
1,000 2.0%
- 0.0%
2016 2017 2018 2019 2020 2021 2022
Source: Dubai Data & Statistics Centre
The education-seeking population refers to the cohort of residents aged between 4 and 17295, typically seeking K-
12 education. While this group represents only a small share of Dubai’s total population, its size has grown in
absolute terms over recent years. As shown, the number of school-aged increased from 295,000 in AY 2016 to
approximately 333,000 in AY 2022, representing 9–10% share of the total population over this period.
Education Expenditure Analysis: Education is a focus area in the UAE representing 15.3% of its CY 2025
budget at the federal level. Consumer spending on education in Dubai represent 8% of the city’s GDP. Public K-
12 education in the UAE is provided free of charge for Emirati citizens, with funding sourced from government
resources at all levels. This public investment encompasses teacher salaries, school facilities, and curriculum
development within government schools. In Dubai, the private sector represents most of the K-12 educational
expenditure, contributing to a significant education market7. As illustrated in the below figure, consumer spending
on education in Dubai reached US$12 billion in CY 2025 and is projected to grow to US$16 billion by CY 2030,
representing 8.0% and 7.7% of the city’s GDP for those respective years. Conversely, the UAE government’s
budget for education reached US$40 billion in CY 2025, while consumer spending on education at the national
level totalled US$24 billion, culminating in an overall expenditure of US$64 billion for that year.
Expenditure Analysis UAE & Dubai (in mn)
Source: UAE Governmental Portal, Oxford Economics, Databanks
Current Structure of the Education Sector in Dubai: Dubai’s education sector as of end of 2024 has 226 schools
serving 387,411296 students with a 100% gross enrolment ratio- Dubai’s school system comprises public
(government) schools and a dominant private school sector. Dubai has built a robust education system with
widespread school participation, largely driven by its growing and diverse population. The following visual
295 UAE Governmental Portal accessed July 2025
296 Knowledge & Human Development Authority, 2024
258outlines the current scale and reach of school provision across the emirate. The below depicts key figures regarding
number of schools & enrolment figures:
Dubai Schools & Enrolments Key Figures
Source: KHDA, AETNA, DDSC
The dominance of private schools in student enrolment highlights the private sector’s critical role in Dubai’s
education landscape, signalling a mature yet essential market where private investment is necessary to meet
demand.
Evolution of the Private Education Sector in Dubai: The education sector in Dubai has grown throughout the
years to become well-established, regulated and diverse in its curricula and program offering, undergoing a
transformation, shaped by demographic shifts, regulatory reforms, and rising demand for international curricula.
The Figure below shows key milestones that illustrate how the sector has evolved from community-based schools
into the current education ecosystem:
Evolution of Private Education in Dubai
Source: KHDA, International Trade Organization
Building on this foundation, different curricula have evolved reflected through shifting parental preferences,
market positioning, and policy influences across the private education spectrum. British curriculum has the highest
adoption in Dubai accounting for ~35% of all private school enrolments as of AY 2023-24 and has continuously
witnessed some of the fastest growths in private enrolments at ~8% between AY 2017-18 and AY 2023-24.297
The following table shows the enrolment in Dubai’s K-12 growth based on different curricula:
Curriculum CAGR AY 2011-18 CAGR AY 2018-24
MOE -1% 1%
UK 8% 8%
American 4% 3%
Indian 4% 5%
French 10% 10%
UK/IB 12% 4%
SABIS (UK/US) 9% 0%
297 Knowledge & Human Development Authority, 2025
259Enrolment in Public vs Private Schools: Private school enrolments have experienced a CAGR of 2.3% from AY
2015-16 to AY 2021-22, whereas public school enrolment figures have shown a modest growth of 0.4% CAGR
during the same period. This can be attributed to the steadily rising percentage of Emirati nationals attending
private schools as well as the historically high percentage of expatriates choosing private schools. The figure
below portrays the strong preference in Dubai towards private schools.
Source: Dubai Data & Statistics Centre
Share of Emirati Nationals and Expatriate Students attending private schools in Dubai
98.2% 98.1% 98.1% 98.2% 98.1% 97.8% 98.0%
55.8% 56.3% 57.0% 57.6% 58.5% 57.2% 57.1%
2016 2017 2018 2019 2020 2021 2022
ShareofExpatsattendingprivateschools ShareofNationalsattendingprivateschools
The strong preference for private education in Dubai is clearly reflected in the approximately 98% of expatriate
students enrolled in the private schools and steadily rising share of Emirati students studying in private schools
(55.8% from AY 2015-16 to 57.1% in AY 2021-22). This gradual shift suggests a growing acceptance of private
education among nationals, likely driven by perceived quality, international curricula, and differentiated offerings.
These enrolment trends reinforce the sector’s importance. The charts below summarize enrolment insights for
public & private schools in Dubai.
Source: Dubai Data & Statistics Centre, 2024
Tuition fee trends in Dubai are closely regulated by the Knowledge and Human Development Authority (KHDA).
School tuition fees have experienced a compound annual growth rate (CAGR) of 2% from AY 2020-21 to AY
2024-25. The below figure presents tuition fee for the past 5 years:
DubaiPrivateSchoolsAverageTuitionFeesPerAnnum2021-2025(ValuesinUS$)
10,622
9,756
2021 2025
Source: Knowledge & Human Development Authority
260While tuition fees have grown at a 2% CAGR over the past five years, these average masks short-term volatility
driven by external factors such as COVID-19.
Dubai E33 Strategic Initiative: Education E33 is a strategic initiative by the Government of Dubai aimed at
transforming the emirate into a top 10 global education hub by CY 2033. It targets the establishment of at least
100 new private schools and the creation of 49,000 new affordable school seats by 2033. As part of the plan, 10
new private schools were opened in the AY 2024–25. The strategy also aims to ensure that 90% of schools achieve
a rating of “Good” or higher in educational quality and student wellbeing. Additionally, E33 plans to recruit 3,000
Emirati teachers into private schools to support capacity expansion and local representation.298
Key growth Drivers for investments in the K-12 Sector in Dubai
• Population growth and expatriate inflows continue to fuel underlying education demand, with demographic
expansion serving as a structural enabler of long-term enrolment growth.299
• High household incomes have supported the rapid growth of the premium and upper-mid private school
segments.300
• Government strategy targets expansion of private sector capacity, with plans to add over 100 schools aimed
at addressing population growth and broadening curriculum choice. 301
• Regulatory transparency and performance monitoring—including KHDA’s inspection-based rating system—
enhance trust and investment appetite in Dubai’s private education sector.302
• Dubai market attractiveness is due to Dubai’s government support, a wealthy and diverse population and
growing demand for high quality education
Regulatory Landscape & Compliance
Dubai’s education sector has a reputation for having regulatory clarity - The Education sector in Dubai is primarily
governed by the KHDA which is in turn overseen by the Ministry of Education at the federal Level. The below
table summarises different regulations governing the sector:
Section Regulations
Regulatory body • KHDA (Knowledge and Human Development Authority) is the regulator for private K–12 and higher
education sector in Dubai
Licensing criteria • Applicants must get approvals from municipality, and other relevant authorities. before filing a licensing
request
• Operators are free to choose from mainland Dubai, freehold areas or purpose-built free zones
Foreign investment • Since 2020, Foreign Direct Investment (FDI) laws have changed, including the new Companies Law
effective January 2, 2022, under which foreign investors can fully own companies (except in some
restricted areas) including primary and secondary schools. The law applies to all entities outside UAE free
zones.
For-profit operations • For-profit operations are allowed; most private and international schools are set up as for-profits
• Repatriation of profits is allowed
School capacity • Capacity increase is regulated; prior approvals are needed from the regulator to upgrade capacity; process
increase for capacity addition is transparent
Fee increase • Schools can increase fee based on Education Cost Index (ECI); fee increase is regulated by KHDA.
• Quantum of permissible fee increase is a function of the school’s inspection rating; schools with a rating
upgrade can increase fee at a multiple in the range of 1.5-2.0x of the ECI only in the year of the upgrade
• Schools with no change in rating can increase fee at ECI and those with a downgrade are not allowed a fee
increase.
298 Knowledge & Human Development Authority
299 ©️ Oxford Economics Limited [2025]
300 GEMS Education, 2025
301 Knowledge & Human Development Authority, Dubai Private School Landscape 2024-2025
302 Knowledge & Human Development Authority, Inspection Outcomes 2024-2025
261Private School Ratings: School Quality Assurance is governed by KHDA’s school inspection and rating
framework which was introduced in CY 2008. This system The following table presents the distribution of private
schools by KHDA rating level, reflecting the overall performance of the sector. A summary of ratings of schools
for the AY 2023 - 2024 is outlined below:
AY 2022-2023 DSIB Rating303 Count of Private Schools Percentage of Private Schools
Weak 1 0.4%
Acceptable 54 23.9%
Good 84 37.2%
Very Good 38 16.8%
Outstanding 21 9.3%
New 9 4%
NA 19 8.4%
Total 226 100%
The ratings distribution reveals over 50% of schools rated “Good” or above and less than 1% receiving a “Weak”
rating. Notably, nearly one-third of schools fall into the top tiers (“Very Good” and “Outstanding”). This could
reflect the KHDA’s performance-driven oversight and the competitive pressure within the sector to improve
school outcomes and attract discerning parents.
Competitive Landscape & Compliance
Profiling Prominent School Chains in Dubai: Many international school chains have exposure to the Dubai
education sector. For the most part, these chains are considered prestigious and score high KHDA’s ratings . Nord
Anglia Education, International School Partnerships, Cognita and GEMS Education are some of the most
prominent school chains in Dubai. Prominent school chains in Dubai have an average tuition fee of US$ 18,826
which is substantially higher than the emirate average of US$ 10,719. Additionally, these chains usually offer
schools with diverse curricula choices.
The following table presents information regarding a selected number of schools forming part of the school chains
with a focus on curricula offering, school rating, student capacity and average tuition fee304:
Average Tuition
Enrolment Inspection
Name School Chain Curriculums Offered Fee (US$) (AY
(AY 2023-24) Rating
2024-25)
IB, national Curriculum for
Nord Anglia Intl. School Nord Anglia 23,540 2,440 Outstanding
England, AS & A Level
Swiss Intl. Scientific
Nord Anglia IB 27,079 2,155 Outstanding
School
Nibras International International School
American Curriculum 9,794 1,525 Acceptable
School Partnerships
Star International International School
IB, British, Hamilton thematic 10,699 643 Good
School Partnerships
International School
The Aquila School IB, British curriculum 16,243 1,131 Good
Partnerships
International School
The English College British Curriculum 15,361 1,335 Very Good
Partnerships
Horizon English School Cognita British Curriculum 10,807 1,313 Outstanding
303 KHDA, Dubai Private Schools Open Data, 2024
304 The Average tuition fee represents the simple average of grade wise tuition fees offered by the school
262Average Tuition
Enrolment Inspection
Name School Chain Curriculums Offered Fee (US$) (AY
(AY 2023-24) Rating
2024-25)
Horizon International
Cognita British Curriculum 14,791 1,393 Good
School
Ranches Primary School Cognita British Curriculum 15,522 935 Very Good
A Levels, British Curriculum,
Repton Cognita IGCSEs, International 20,810 2,329 Outstanding
Baccalaureate
Royal Grammar School Cognita British Curriculum 26,063 1,272 N/A
Gems Dubai American
GEMS Education American Curriculum, IB 23,591 3,066 Outstanding
Academy
Gems Jumeirah
GEMS Education British Curriculum 14,318 1,466 Outstanding
Primary School
Gems Modern Academy GEMS Education IB, Indian Curriculum 12,511 3,840 Outstanding
Gems Wellington
GEMS Education British Curriculum, IB 19,464 2,903 Outstanding
International School
North London
- International Baccalaureate 31,188 1,825* Very Good
Collegiate School
Hartland International
- British Curriculum / IB 18,223 2,021* Very Good
School
Source: CBRE
Note: * The enrolment data is as of AY 2024-25(based on the data shared by client)
Private Equity Investments in the Private K-12 Sector: Dubai’s private school sector has attracted notable private
equity activity between 2015 and 2025, with transactions spanning both individual schools and larger school
groups. These deals have typically involved high-profile international funds such as Al Mal Capital REIT, Taalem,
among others reflecting the sector’s strong fundamentals and long-term growth appeal. The majority of the assets
transacted have been international schools, with examples including GEMS Education, Hartland International
School, and North London Collegiate School, among others.
K-12 Education Market Size Estimation
The approximate Gross Floor Area of private schools education facilities and sector wide revenues market size
has been estimated as follows. Variables considered included enrolment figures, the historic trend towards private
schools as well as gross floor area and average tuition per student.
DDuubbaaii KK--1122 EEdduuccaattiioonn MMaarrkkeett SSiizzee EEssttiimmaattiioonn
263Market size estimation – Enrolment Forecasts
The potential market size in terms of revenue was derived by forecasting the enrolment of private schools by AY
2028. This took into consideration previously studied metrics such as education seeking population, split of
enrolment between Emirati nationals and expatriates as well as the preferences with regards to private schools.
Summary of K-12 private school enrolments is summarized below
DubaiForecastofEnrolmentfromAY2024-25toAY2027-28
3,38,950 3,45,273 3,54,047 3,61,906
3,04,290 3,10,862 3,19,573 3,27,474
34,660 34,411 34,474 34,431
2025 2026 2027 2028
Nationals Expatriates
Market size estimation – Revenue
The market size estimation in terms of revenues was done by anchoring to K-12 enrolment forecasts taking into
consideration forecasted annual average tuition fees. As can be seen below, the approximate estimation yields
US$4.0 billion in annual tuition revenues by AY 2027-28 (E).
Tuition Revenue Forecast from AY 2024-25 to AY 2027-28 (in US$ mn)
4,045
3,891
3,730
3,600
2025 2026 2027 2028
Market size estimation – Infrastructure Opportunity
The gross floor area (GFA) per student was estimated using a hybrid approach. The first method involved a
bottom-up estimation based on the required space for each amenity within a school, as outlined by the KHDA,
resulting in an estimated GFA of 14 square meters per student. The second method utilized industry averages,
which indicate a GFA of 11 square meters per student (118.4 sft) (Source: GSIN Education International School
Consultants). Based on these figures, a market size in terms of infrastructure was estimated at approximately 4.2
mn Sqm (45.6 mn sft) for AY 2024-25 and is forecasted to reach approximately 4.5 million Sqm (48.7 million sft)
by AY 2027-28 (E).
264Disclaimer: The projections outlined are an estimate only based on previous trends which may not continue, it is not a guarantee and should
not be relied upon. Future projections can be influenced by a wide variety of factors unknown at the time of this report.
Dubai: Catchment Analysis
To identify top catchment areas, we analysed private school enrolment across Dubai’s districts from AY 2017-18
to AY 2023-24. Four districts consistently ranked highest: Al Barsha, Al Qusais, Al Warqaa, Al Muhaisniah.
Below is a brief snapshot of each including demographic and geographic context:
• Al Barsha: is a centrally located district in west Dubai, situated within proximity to Cheikh Zayed Road with
direct access to key business and residential corridors305. The area mid to high income expatriate families.
The area is also renowned for hosting high calibre schools.306
• Al Qusais: is located in eastern Dubai, directly bordering Sharjah and positioned along key transit corridors
such as Sheikh Mohammed Bin Zayed Road and the Emirates Road. The community primarily consists of
mid-income expatriate families, with a substantial share of long-standing residents working in service and
industrial sectors307.
• Al Warqa’a: is located in eastern Dubai, bordered by Emirates Road (E311) to the west and Al Awir Road
(E44) to the south, with close proximity to International City and Dubai Safari Park308.The district is
predominantly a lower‑ to mid‑income, family‑oriented expat community, known for its affordable housing
and appeal to young families seeking value and space.309
• Muhaisanah: Situated in eastern Dubai near the Sharjah border, Al Muhaisnah comprises four sub-
communities and is intersected by major highways including Sheikh Mohammed Bin Zayed Road, offering
accessible connectivity310. The area is one of the most densely populated communities in Dubai, home to
many mid- to low-income expatriate families, particularly South Asian workers and their dependents311.
The figure below presents a heat map of enrolments comprising data relevant to AY 2023-24 in Dubai:
305 DXB Properties, Dubai,2023
306 KHDA School Directory, list of private schools, accessed July 2025
307 Bayut Area Guide,2025
308 Binaa Investment,2025
309 Arabmls, 2024
310 Vartur Dubai Guide,2025
311 Arabmls Guide,2025
265Additionally, data regarding growth of enrolments within the table below312:
Location CAGR AY 2018 - AY 2020 CAGR AY 2020 – AY 2022 CAGR AY 2022 – AY 2024
Al Barsha 11% 8% 12%
Al Qusais 1% (-5%) 14%
Al Warqa’a 3% (2%) 9%
Muhaisanah (1%) (2%) 3%
The table above illustrates enrolment growth across key school districts in Dubai between AY 2017-18 and AY
2023-24. Notably, most districts experienced stagnation or decline during the 2020–2022 period, likely due to
COVID-related disruptions and subdued population growth. Al Barsha stands out as the only district to maintain
consistently positive growth across all periods, reinforcing its role as a stable hub for educational institutions.
Moreover, rebound is observed in all four districts between AY 2021-22 and AY 2023-24 suggests a return of
demand, potentially driven by improving macroeconomic conditions and renewed expatriate inflows.
Potential Threats and Challenges Associated with the Education Sector
The education sector has experienced significant growth in recent years. However, there are inherent risks that
must be carefully considered when making any investment decision. These crucial risk factors can potentially
impact the performance of the segment and the general market.
Economic Uncertainty: There is a strong correlation between the demand for education and macroeconomic
conditions. During economic downturns, families may reduce spending on private schooling and higher education,
leading to a decline in student enrolment and tuition revenue for private institutions. Additionally, government
funding for public education may be cut, impacting budgets for infrastructure, salaries, and programs.
Inflation: While inflation levels are decreasing gradually, a potential increase in inflation may pose a challenge
for the sector. Higher inflation results in higher operating costs, including staff salaries, utilities, and educational
materials. It also increases the cost of new campus construction and upgrades, making expansion more expensive.
Interest Rate Fluctuations: Rising interest rates increase the cost of financing for educational projects. This can
make it more expensive for institutions to acquire land, construct new buildings, or refinance existing loans,
leading to lower profit margins. Conversely, falling interest rates can make financing more affordable.
Geopolitical Tension: There are currently numerous geopolitical tensions across the world such as Russia-
Ukraine war, conflicts in the Middle East etc., the outcomes of which are uncertain, with a potential for rapid
escalation which could produce a significant impact on global trade and economies. These factors have created
312 Data sourced from KHDA Open Data release 2024
266significant risk to global economic conditions. How these events may impact the Indian economy is unknown,
and there is an increased risk to all forecasts outlined within the Industry Report.
Trade Tariffs: Potential trade tariffs introduced by the US across the globe have created market uncertainty and
could delay decision making. It is uncertain how future trade tariffs will eventuate, and the impact on both the
global and Indian economies in the near future.
Competition Risk: The education market in many regions, including India, is becoming increasingly competitive,
with new entrants and established players expanding with high-grade infrastructure and specialized programs.
This can pose a significant threat to the student intake and profitability of existing educational institutions.
Regulatory Policy Changes: Government regulatory changes, such as alterations in curriculum standards,
accreditation requirements, funding models, and zoning regulations for new campuses, can significantly influence
the value of educational institutions. These changes can increase operational costs and raise compliance expenses.
Talent Acquisition and Retention of Faculty: The education sector faces challenge in terms skilled educators,
researchers, and administrators. Qualified faculty members, especially in specialized fields like technology and
business, are often drawn to more lucrative opportunities in other sectors. Attracting and retaining top talent
requires significant investment in salaries, research facilities, and professional development.
Annexures
Abbreviations Description
ABC Academic Bank of Credits
AISHE All India Survey of Higher Education
AIU Association of Indian Universities
AY Academic Year
B2C Business to Consumer
Bn Billion
CABE Central Advisory Board of Education
CAG Comptroller and Auditor General
CAGR Compound Annual Growth Rate
CBSE Central Board of Secondary Education
CIE Cambridge International Education
CoCo Company Owned Company Operated
CRE Commercial Real Estate
CY Calendar Year
DBFOT Design Built Finance Operate and Transfer
DIKSHA Digital Infrastructure for Knowledge Sharing
ECCE Early Childhood Care and Education
FDI Foreign Direct Investment
FHEIs Foreign Higher Educational Institutions
FLN Foundational Literacy and Numeracy
FY Financial Year
GDP Gross Domestic Product
GER Gross Enrolment Ratio
GIFT city Gujarat International Finance Tec-City
GoI Government of India
GST Goods and Services Tax
GVA Gross Value Added
HECI Higher Education Commission of India
HEIs Higher Education Institutions
HESA Higher Education Statistics Agency
IAU International Association of Universities
IB International Baccalaureate
ICSE Indian Certificate of Secondary Education
ICT Information Communication Technology
IFSCA International Financial Services Centres Authority
IIM Indian Institute of Management
IIPS International Institute of Population Sciences
IIT Indian Institute of Technology
IMF International Monetary Fund
INR Indian National Rupee
ISC Indian School Certificate
ISP International Schools Partnership
JICA Japan International Cooperation Agency
K-12 Kindergarten to 12th grade
LFPR Labour Force Participation Rate
LMS Learning Management Systems
LoI Letter of Intent
ManCo Management Company
MMR Mumbai Metropolitan Region
267Abbreviations Description
Mn Million
MoE Ministry of Education
MoSPI Ministry of Statistics and Programme Implementation
MoU Memorandums of Understanding
MPCE Monthly Per Capita Consumption Expenditure
NAAC National Assessment and Accreditation Council
NCERT National Council of Educational Research and Training
NCES National Center for Education Statistics
NEP National Education Policy
NIPUN National Initiative for Proficiency in Reading with Understanding and Numeracy
NIRF National Institutional Ranking Framework
NSS National Sample Survey
NSSO National Sample Survey Office
OBC Other Backward Caste
OECD Organisation for Economic Co-operation and Development
OpCo Operating Company
PAM Potential Addressable Market
PBSA Purpose-Built Student Accommodation
PFCE Private Final Consumption Expenditure
PG Paying Guest
PIB Press Information Bureau
PMSA Professionally Managed Student Accommodation
PPP Public Private Partnership
PRICE People Research on India’s Consumer Economy
PropCo Property Company
PTR Pupil Teacher Ratio
QS World Ranking Quacquarelli Symonds World University Rankings
RBI Reserve Bank of India
RE Real Estate
REIT Real Estate Investment Trusts
RTE Right to Education
SARAS School Affiliation Re-Engineered Automation System
SC Scheduled Caste
SSSA State School Standards Authority
ST Scheduled Tribe
TAM Target addressable market
UAE United Arab Emirates
UDISE Unified District Information System for Education
UGC University Grants Commission
UIS UNESCO Institute for Statistics
UK United Kingdom
UN United Nation
UNESCO United Nations Educational, Scientific and Cultural Organization
USA United States of America
USD United States Dollars
WEF World Economic Forum
WHED World Higher Education Database
WPR Worker Population Ratio
Y-o-Y Year over year
Glossary
Term Definition
Affiliated Colleges Refer to colleges which are operating independently but are formally affiliated with a larger university, which oversees their
academic standards, curriculum, and degree-granting processes.
Capitation fee It refers to any amount regardless of its designation or whether paid in cash or kind that exceeds the prescribed or officially
approved fee structure.
Central University A university established or incorporated by the Central Act, as per AISHE 2021-22
Colleges According to UGC Act section 12A[1][b], a college is any institution, that offers courses leading to qualifications from a university
and is recognized by the university as competent to provide such courses and present students for examinations to award those
qualifications.
Deemed University An institution deemed to be university commonly known as Deemed University refers to a high-performing institute, which has
been so declared by the Central Government under Section 3 of the University Grants Commission (UGC) Act, 1956, as per
AISHE 2021-22
Foreign Exchange Rate 1 US$= INR 87
Global Education Hub Refers to a geographical region or city, or a country that has a particularly strong and well-developed education system, attracting
students and institutions from other parts of the country or the world.
Government Aided Refers to the schools run by individual or private organization and receives grant from the government or local body.
Schools
Government Schools Refers to the schools run by the state/central government or public sector undertaking and completely financed by the government.
268Term Definition
Institute of National An Institution established by an Act of Parliament and declared as Institution of National Importance such as All Indian Institute
Importance of Technology (IIT), National Institute of Technology (NIT), as per AISHE 2021-22
Institute under State Refers to any institute established or incorporated by a State Legislature Act, as per AISHE 2021-22
Legislature Act
Middle- Income Group Middle Income Group as per PRICE-ICE 360° Household surveys is defined as economically secure households with little chance
of falling into poverty or vulnerability, earning INR 500,000 to INR 3,000,000 per household per annum or between INR 298 and
INR 1,770 per person per day (US$12.60-76.16 per person per day in 2021 PPP-adjusted terms).
The terms “Middle-Income Group” and “Middle Class” refer to the same thing
Rich-Income Group The Rich or High-Income Group are defined as individuals earning more than INR 30,00,000 per household per annum or above
INR 1,770 per person per day (>US$76.16 per person per day in 2021 PPP-adjusted terms).
Open University Refers to the University which imparts education exclusively through distance education in any branch or branches of knowledge,
as per AISHE 2021-22. It is categorized as central open university, state open university and state private open university
Other Schools Other Schools as per UDISE are the unrecognised schools and madrasas (recognised by madrasa/wakf board, unrecognised
madrasa, and aided madrasa)
Private Aided Colleges Refers to colleges managed by individuals, trusts, societies, or other private organizations, and receive regular maintenance grants
from the government or local bodies.
Private Final Refers to the expenditure incurred by the resident households and non-profit institutions serving households (NPISH) on final
Consumption consumption of goods (such as food, beverages, clothing, footwear, water, electricity and, gas) and services (such as transport,
Expenditure communication, recreation, health and, education) whether made within or outside the economic territory.
Private Unaided Refers to colleges managed by individuals, trusts, societies, or other private organizations, and do not receive regular maintenance
Colleges grants from the government. They may receive one-time grants for specific purposes like building construction, library or
laboratory enhancement, or teacher salary subsidies
Private Unaided Refers to the schools operated and financed by an individual or private organisation without any grant or subsidy from the
Schools government or local body.
Standalone Institutions Several institutions operate outside the scope of Universities and Colleges. These institutions typically offer Diploma or PG
Diploma programs and require recognition from various Statutory Bodies some of which include AICTE, State Directorate of
Technical Education, Indian Nursing Council, State Nursing Council and various Central and State Ministries
State Private University Refers to the University established through a State/ Central Act by a sponsoring body viz. a Society registered under the Societies
Registration Act 1860, or any other corresponding law for the time being in force in a State or a Public Trust or a Company
registered under Section 25 of the Companies Act, 1956, as per AISHE 2021-22
State Public University State Public University is established or incorporated by a Provincial Act or by a State Act, as per AISHE 2021-22
University According to University Grants Commission (UGC), university refers to an institution established or incorporated by or under a
Central Act, Provincial Act, or State Act and is recognized by the Commission in accordance with the regulations established
under this Act.
University/ Constituent These colleges are directly maintained and operated by the university, often located within the same campus.
Colleges
World Class Institution A ‘World Class Institution- Deemed to be University’ in India refers to a higher education institution that has been conferred
– Deemed to be deemed university status by UGC (World Class Institutions - Deemed to be University) Regulations, 2016. These institutions are
University distinguished by their academic excellence and research output and are expected to attain global recognition with an aim to be
ranked among the top 100 universities worldwide in terms of teaching and research over time.
269PROPOSED ACQUISITIONS
As part of our proposed restructuring, our Company proposes to utilize a portion of the Net Proceeds towards
acquiring the share capital of the K-12 Entities and Campuses from the K-12 HoldCos. Upon completion of the
Proposed Acquisitions, the K-12 Entities and Campuses will become the subsidiaries of our Company.
Existing holding structure as on the date of this Draft Red Herring Prospectus
270Proposed holding structure of the Post-Acquisition Group
The proposed holding structure of the Post-Acquisition Group pursuant to the Proposed Acquisitions is set out
below:
Securities Purchase Agreements and details of the K-12 Entities and Campuses
The following is the summary of the K-12 SPAs:
Sr. K-12 Date of the Parties to the Name of the K-12 School / Campus Enterprise
No. SPA Securities Securities Purchase K12 Entity Value
Purchase Agreement and Campus (in ₹
Agreement proposed to million)
be acquired
1. Elevate September i. Our Company; PE Bangalore JIRS 1,088.5
BGLR 24, 2025 and PE JIRS 2,916.6
SPA Kanakapura
ii. Elevate BGLR
Holdings Pte.
Ltd.
2. Elevate September i. Our Company; and PE St. Andrews Suchitra and 5,933.0
HYD 24, 2025 Bowenpally St. Andrews Keesara
SPA ii. Elevate HYD PE Hisar St. Andrews Keesara Land 333.0
Holdings Pte. Ltd. SMESPL St. Michael’s Alwal 1,794.2
3. Elevate September i. Our Company; and PE Hyderabad Sancta Maria Hyderabad 901.8
INTL 24, 2025
SPA ii. Elevate INTL
Property Holdings
Pte. Ltd.
4. Elevate September i. Our Company; and PE Chennai Shri Ram Universal School, 1,885.7
North 24, 2025 Chennai
SPA ii. Elevate North
Holdings Pte. Ltd.
5. Elevate September i. Our Company; IS Chintamani JPS, Chintamani 266.8
OTH 24, 2025 and IS Kadiri JPS, Kadiri 179.9
SPA IS Korba JPS, Korba 147.8
IS Tumkur JPS, Tumkur 242.1
271Sr. K-12 Date of the Parties to the Name of the K-12 School / Campus Enterprise
No. SPA Securities Securities Purchase K12 Entity Value
Purchase Agreement and Campus (in ₹
Agreement proposed to million)
be acquired
ii. Elevate OTH IS Gurgaon K-12 School Pune 672.7
Property
Holdings Pte.
Ltd.
6. Elevate September i. Our Company; and PE SET 1,352.6
SH 24, 2025 Ramanagara
SPA ii. Elevate SH CE Bangalore IFIM College Hostel 531.5
Holdings Pte. Ltd.
18,246.2
For more information in relation to the Subsidiaries of our Company, please see “Our Subsidiaries” on page 343
Summary description of the Securities Purchase Agreement:
Our Company has entered into a total of 6 securities purchase agreement each dated September 24, 2025
(“SPA(s)”) with the respective K-12 HoldCos of the K-12 Entities and Campuses, for the purchase of (i) all
compulsorily convertible debentures issued by the K-12 Entities and Campuses (other than PE Chennai, in which,
as on date of this Draft Red Herring Prospectus, our Company holds OCDs as on date) and (ii) all equity shares
(including the nominee shares) of K-12 Entities and Campuses. The completion of the Proposed Acquisition
transaction (the “Closing”) will occur after satisfaction or waiver of the conditions precedent as set out in the
SPA(s)and within seven business days from the date of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by between our Company and the K-12 HoldCos.
For risks in relation to the Proposed Acquisitions, see section titled “Risk Factors- Our Company proposes to
utilize approximately 41.08% of the Net Proceeds of the Issue towards funding the Proposed Acquisitions. We
may not be able to achieve operational efficiencies following the Proposed Acquisition, which may adversely
affect our business, results of operations, financial condition, and cash flows” and “Risk Factors- The valuation
report obtained for the Proposed Acquisitions is based on various assumptions and may not be indicative of the
true value of the K-12 Entities and Campuses” on page 43 and 49.
Details of SPA and K-12 Entities and Campuses
1. Elevate BGLR SPA
Pursuant to the securities purchase agreement dated September 24, 2025, our Company has agreed to acquire from
Elevate BGLR Holdings Pte. Ltd (“Seller”) (i) compulsorily convertible debentures, and (ii) entire shareholding,
held by the Seller in PE Bangalore and PE Kanakapura, respectively. Upon completion of the transaction, our
Company will become the sole beneficial owner of PE Bangalore and PE Kanakapura, thereby acquiring the rights
to operate and manage the infrastructure of the PE Bangalore and PE Kanakapura.
The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Company;
Acquiree: Elevate BGLR Holdings Pte. Ltd
Relationship of the promoter or directors of our Company An affiliate of our Promoter, Genius Bidco Holdings Pte.
with the entities/person from whom our Company has Ltd
acquired
Summarized information about valuation The valuation of PE Kanakapura has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 2,916.6 million
Value of CCDs and Equity Shares: ₹1335.1 million
272The valuation of PE Bangalore has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 1088.5 million
Value of CCDs and Equity Shares: ₹575.7 million
Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as set out
in the SPA(s) and within seven business days from the date
of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by
between our Company and Elevate BGLR Holdings Pte.
Ltd
The details about PE Bangalore and PE Kanakapura are as follows:
a. Purelearn Eduinfra Bangalore Private Limited
Corporate information
Purelearn Eduinfra Bangalore Private Limited (“PE Bangalore”) was incorporated as a private limited
company on November 20, 2017 under the Companies Act, 2013, with the RoC CRC. The registered
office of PE Bangalore is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1,
Jubilee Hills, Hyderabad 500 033, Telangana, India.
Nature of business
PE Bangalore is authorized to engage inter alia in the business of purchasing, acquiring, undertaking and
constructing properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Bangalore is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
7,700,000 equity shares of ₹10 each 77,000,000
Issued, subscribed and paid-up capital
7,339,690 equity shares of ₹10 each 73,396,900
Shareholding pattern
The shareholding pattern of PE Bangalore as on the date of this Draft Red Herring Prospectus is set out
below:
S. No. Name of the shareholder No. of equity Percentage of
shares bearing equity
face value of ₹10 shareholding (%)
each
1. Elevate BGLR Holdings Pte. Ltd. 7,339,689 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
BGLR Holdings Pte. Ltd.)
Total 7,339,690 100.00
Compulsorily Convertible Debentures
273S. No. Name of security holder Number of compulsorily
convertible debentures bearing
face value of ₹100 each
1. Elevate BGLR Holdings Pte. Ltd. 1,405,819
Financial information
Certain key financial indicators of PE Bangalore are set forth below:
(in ₹ million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 88.55 88.01 87.66
Reserves 170.33 136.36 34.99
Total income 125.46 123.14 121.63
Profit/(Loss) after tax 33.97 10.30 27.26
Profit/(Loss) after tax margin (%) 38.36% 11.70% 31.10%
Earnings per share (Basic) (in ₹) 4.63 1.40 3.71
Earnings per share (Diluted) (in ₹) 4.63 1.40 1.29
Net cash flow from operating activities (in ₹ million) 35.37 31.07 114.66
b. Purelearn Eduinfra Kanakapura Private Limited
Corporate information
Purelearn Eduinfra Kanakapura Private Limited (“PE Kanakapura”) was incorporated as a private
limited company on January 5, 2018 under the Companies Act, 2013. The registered office of PE
Kanakapura is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee
Hills, Hyderabad 500 033, Telangana, India.
Nature of business
PE Kanakapura is authorized to engage inter alia in the business of purchasing, acquiring, undertaking
and constructing properties such as educational institutions for carrying on the business of letting out
and/or renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Kanakapura is
as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
18,100,000 equity shares of ₹10 each 181,000,000
Issued, subscribed and paid-up capital
17,750,100 equity shares of ₹10 each 177,501,000
Shareholding pattern
The shareholding pattern of PE Kanakapura as on the date of this Draft Red Herring Prospectus is set out
below:
S. No. Name of the shareholder No. of equity Percentage of
shares bearing equity
face value of ₹10 shareholding
each (%)
1. Elevate BGLR Holdings Pte. Ltd. 17,750,099 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
BGLR Holdings Pte. Ltd.)
274S. No. Name of the shareholder No. of equity Percentage of
shares bearing equity
face value of ₹10 shareholding
each (%)
Total 17,750,100 100.00
Compulsorily Convertible Debentures
S. No. Name of security holder Number of compulsorily
convertible debentures
bearing face value of ₹100
each
1. Elevate BGLR Holdings Pte. Ltd. 3,600,784
Financial information
Certain key financial indicators of PE Kanakapura are set forth below:
(in ₹ million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 330.06 329.18 329.82
Reserves 382.70 334.36 90.59
Total income 343.35 337.47 340.06
Profit/(Loss) after tax 68.34 10.50 2.39
Profit/(Loss) after tax margin (%) 20.71% 3.19% 0.72%
Earnings per share (Basic) (in ₹) 3.85 0.59 1.22
Earnings per share (Diluted) (in ₹) 3.85 0.59 0.13
Net cash flow from operating activities 231.71 96.06 247.55
2. Elevate HYD SPA
Pursuant to the securities purchase agreement dated September 24, 2025, our Company has agreed to acquire from
Elevate HYD Holdings Pte. Ltd (“Seller”) (i) compulsorily convertible debentures, and (ii) entire shareholding,
held by the Seller in PE Bowenpally, PE Hisar, and SMESPL. Upon completion of the transaction, our Company
will become the sole beneficial owner of PE Bowenpally, PE Hisar, and SMESPL, thereby acquiring the rights to
operate and manage the infrastructure of PE Bowenpally, PE Hisar, and SMESPL.
The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Our Company;
Acquiree: Elevate HYD Holdings Pte. Ltd
Relationship of the promoter or directors of our Company with An affiliate of our Promoter, Genius Bidco
the entities/person from whom our Company has acquired
Summarized information about valuation The valuation of SMESPL has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 1,794.2 million
Value of CCDs and Equity Shares: ₹1,788.8 million
The valuation of PE Hisar has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 333.0 million
Value of CCDs and Equity Shares: ₹ 333.5 million
The valuation of PE Bowenpally has been computed
using the discounted cash flow method. On this basis,
the following are the relevant details:
Enterprise Value: ₹ 5,933.0 million
Value of CCDs and Equity Shares: ₹ 4105.0 million
275Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as
set out in the SPA(s) and within seven business days
from the date of receipt of listing and trading approval
from the Stock Exchanges or such other date as
mutually agreed by between our Company and Elevate
HYD Holdings Pte. Ltd
The details about PE Bowenpally, SMESPL and PE Hisar are as follows:
a. Purelearn Eduinfra Bowenpally Private Limited
Corporate information
Purelearn Eduinfra Bowenpally Private Limited (“PE Bowenpally”) was incorporated as a private
limited company on June 8, 2021, 2019 under the Companies Act, 2013. The registered office of PE
Bowenpally is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee
Hills, Hyderabad 500 033, Telangana, India.
Nature of business
PE Bowenpally is authorized to engage inter alia in the business of purchasing, acquiring, undertaking
and constructing properties such as educational institutions for carrying on the business of letting out
and/or renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Bowenpally is
as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
14,000,000 equity shares of ₹ 10 each 140,000,000
Issued, subscribed and paid-up capital
100 equity shares of ₹10 each 1,000
Shareholding pattern
The shareholding pattern of PE Bowenpally as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity shareholding
face value of (%)
₹10 each
1. Elevate HYD Holdings Pte. Ltd. 99 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate SH 1 Negligible
Holdings Pte. Ltd.)
Total 100 100.00
Compulsorily convertible debentures
S. Name of security holder Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate HYD Holdings Pte. Ltd. 26,540,458
Financial information
276Certain key financial indicators of PE Bowenpally are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 427.28 385.76 351.76
Reserves 1,260.17 366.31 (5.11)
Total income 435.49 393.66 356.40
Profit/(Loss) after tax 51.70 (505.75) (116.63)
Profit/(Loss) after tax margin (%) 12.10% (131.10%) (33.16%)
Earnings per share (Basic) (in ₹) 517,039.99 (5,057,525.75) (1,166,250.00)
Earnings per share (Diluted) (in ₹) 517,039.99 (5,057,525.75) (1,166,250.00)
Net cash flow from operating activities 257.44 129.55 189.00
b. St. Michael’s Educational Services Private Limited
Corporate information
St. Michael’s Educational Services Private Limited (“SMESPL”) was incorporated as a private limited
company on April 2, 2002 under the Companies Act, 1956. The registered office of SMESPL is at
Sy.No.403/1(Old), 120(New), 4th Floor, Niharika Jubilee One, Road No.1, Jubilee, Hills, Jubilee Hills,
Hyderabad, Shaikpet, Telangana, India, 500033.
Nature of business
SMESPL is authorized to engage inter alia in the business of establishing, maintaining, running,
developing, improving, extending education and other institutions commercially to impart education at
all stages for the promotion of literature, arts, commerce, science, engineering, medical, para-medical
and providing infrastructure and other facilities to the educational institutions and to device ways, means
and to accord facilities for candidates to specialise in all or any of the above.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of SMESPL is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
200,000 equity shares of ₹ 10 each 2,000,000
Issued, subscribed and paid-up capital
200,000 equity shares of ₹10 each 2,000,000
Shareholding pattern
The shareholding pattern of St. Michael’s as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding
each (%)
1. Elevate HYD Holdings Pte. Ltd. 199,999 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
HYD Holdings Pte. Ltd.)
Total 200,000 100.00
Compulsorily convertible debentures
S. Name of security holder Number of compulsorily
No. convertible debentures
bearing face value of
₹100 each
1. Elevate HYD Holdings Pte. Ltd. 5,338,057
277Financial information
Certain key financial indicators of SMESPL are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 212.42 171.30 44.23
Reserves 558.10 477.48 97.67
Total income 217.57 172.21 44.38
Profit/(Loss) after tax 121.77 33.98 11.18
Profit/(Loss) after tax margin (%) 57.33% 19.84% 25.28%
Earnings per share (Basic) (in ₹) 608.87 169.91 55.90
Earnings per share (Diluted) (in ₹) 608.87 169.91 55.90
Net cash flow from operating activities (in ₹ million) 172.86 (18.09) 28.69
c. Purelearn Eduinfra Hisar Private Limited
Corporate information
Purelearn Eduinfra Hisar Private Limited (“PE Hisar”) was incorporated as a private limited company
on May 19, 2022 under the Companies Act, 2013. The registered office of PE Hisar is situated at Sy.
No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad 500
033, Telangana, India.
Nature of business
PE Hisar is authorized to engage inter alia in the business of purchasing, acquiring, undertaking and
constructing properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Hisar is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
1,50,000 equity shares of ₹10 each 15,00,000
Issued, subscribed and paid-up capital
100 equity shares of ₹10 each 1,000
Shareholding pattern
The shareholding pattern of PE Hisar as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
1. Elevate HYD Holdings Pte. Ltd. 99 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
HYD Holdings Pte. Ltd.)
Total 100 100.00
Compulsorily convertible debentures
278S. Name of security holder Number of compulsorily
No. convertible debentures
bearing face value of ₹100
each
1. Elevate HYD Holdings Pte. Ltd. 2,890,207
Financial information
Certain key financial indicators of PE Hisar are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 2.28 - -
Reserves 168.74 179.90 20.14
Total income 2.28 0.09 0.01
Profit/(Loss) after tax (11.16) (27.46) (12.36)
Profit/(Loss) after tax margin (%) (489.91)% - -
Earnings per share (Basic) (in ₹) (111,599.59) (274,636.34) (123,607.17)
Earnings per share (Diluted) (in ₹) (111,599.59) (274,636.34) (123,607.17)
Net cash flow from operating activities (in ₹ million) (1.34) (0.92) (1.11)
3. Elevate INTL SPA
Pursuant to the Securities Purchase Agreement dated September 24, 2025, our Company has agreed to acquire
from Elevate INTL Property Holdings Pte. Ltd. (“Seller”) (i) compulsorily convertible debentures, and (ii) entire
shareholding, held by the Seller in PE Hyderabad. Upon completion of the transaction, our Company (including
through its nominee) will become the sole beneficial owner of PE Hyderabad, thereby acquiring the rights to
operate and manage the infrastructure of PE Hyderabad.
The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Our Company;
Acquiree: Elevate INTL Property Holdings Pte. Ltd.
Relationship of the promoter or directors of our Company An affiliate of our Promoter, Genius Bidco
with the entities/person from whom our Company has
acquired
Summarized information about valuation The valuation of PE Hyderabad has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 901.8 million
Value of CCDs and Equity Shares: ₹ 646.6 million
Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as set out
in the SPA(s) and within seven business days from the date
of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by
between our Company and Elevate International Property
Holdings Pte. Ltd.
The details about PE Hyderabad are as follows:
a. Purelearn Eduinfra Hyderabad Private Limited
Corporate information
Purelearn Eduinfra Hyderabad Private Limited (“PE Hyderabad”) was incorporated as a private limited
company on February 15, 2011 under the Companies Act, 1956. The registered office of PE Hyderabad
is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad
500 033, Telangana, India.
279Nature of business
PE Hyderabad is authorized to engage inter alia in the business of promoting, establishing, running,
managing and maintaining, building, constructing, equipping, developing, operating, educational
institutions, colleges of arts, research, sciences, information technology and business administration;
higher level schools, academics, technical training centers and such other educational institutions as may
be considered appropriate for the promotion and advancement of education in the country with national
and international affiliations, to acquire the services of professors, associate professors, lecturers,
teachers, management skills and other professional from within the country and abroad as would be
needed to run and promote university and related educational institutions set up.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Hyderabad is
as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
Class A equity shares of ₹10 each 45,000,000
Class B equity shares of ₹10 each 45,000,000
Total 90,000,000
Issued, subscribed and paid-up capital
5,480,000 Class A equity shares of ₹10 each 54,800,000
1,243,332 Class B equity shares of ₹10 each 12,433,320
Total 67,233,320
Shareholding pattern
The shareholding pattern of PE Hyderabad as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
Class A equity shares
1. Elevate INTL Property Holdings Pte. Ltd. 5,479,999 81.51
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
INTL Property Holdings Pte. Ltd.)
Class B equity shares
3. Elevate INTL Property Holdings Pte. Ltd. 1,243,332 18.49
Total 6,723,332 100.00
Compulsorily convertible debentures
S. Name of security holder Number of compulsorily
No. convertible debentures
bearing face value of ₹100
each
1. Elevate INTL Property Holdings Pte. Ltd. 1,181,232
Financial information
Certain key financial indicators of PE Hyderabad are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 161.97 161.06 159.27
Reserves 500.69 442.89 319.61
Total income 166.45 164.71 163.36
Profit/(Loss) after tax 57.80 46.75 24.13
280Particulars For the Fiscal
2025 2024 2023
Profit/(Loss) after tax margin (%) 35.69 29.03 15.15
Earnings per share (Basic) (in ₹) - Class A 8.60 6.95 3.59
Earnings per share (Basic) (in ₹) - Class B 8.60 6.95 3.59
Earnings per share (Diluted) (in ₹) - Class A 8.60 6.95 2.30
Earnings per share (Diluted) (in ₹) - Class B 8.60 6.95 2.30
Net cash flow from operating activities (in ₹ Million) 127.97 133.47 132.62
4. Elevate North SPA
Pursuant to the securities purchase agreement dated September 24, 2025, our Company has agreed to acquire from
Elevate North Holdings Pte. Ltd. (“Seller”) the entire shareholding held by the Seller in PE Chennai. Upon
completion of the transaction, our Company will become the sole beneficial owner of PE Chennai, thereby
acquiring the rights to operate all related infrastructure and operations of PE Chennai.
The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Our Company;
Acquiree: Elevate North Holdings Pte. Ltd.
Relationship of the promoter or directors of our Company An affiliate of our Promoter, Genius Bidco
with the entities/person from whom our Company has
acquired
Summarized information about valuation The valuation of PE Chennai has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 1,885.7 million
Value of CCDs and Equity Shares: ₹1.2 million
Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as set out
in the SPA(s) and within seven business days from the date
of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by
between our Company and Elevate North Holdings
Pte. Ltd
The details about K-12 Entities and Campuses, i.e. PE Chennai are as follows:
a. Purelearn Eduinfra Chennai Private Limited
Corporate information
Purelearn Eduinfra Chennai Private Limited (“PE Chennai”) was incorporated as a private limited
company on April 8, 2024 under the Companies Act, 2013. The registered office of PE Chennai is at
Sy.No.403/1(Old), 120(New), 4th Floor, Niharika Jubilee One, Road No.1, Jubilee, Hills, Jubilee Hills,
Hyderabad, Shaikpet, Telangana, India, 500033.
Nature of Business
PE Chennai is authorized to engage inter alia in the business of to purchase, acquire, undertake and
construct properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof and to
enter into joint venture, or collaborate with accredited educational institutions in India and/or outside
India to provide educational infrastructure support on such terms and conditions as may be decided by
the company from time to time.
Capital structure
281As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Chennai is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
1000000 equity shares of ₹10 each 10,000,000
Issued, subscribed and paid-up capital
50 equity shares of ₹10each 500
Shareholding pattern
The shareholding pattern of PE Chennai as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding
each (%)
1. Elevate North Holdings Pte. Ltd. 49 100
2. Elevate OTH Property Holdings Pte. Ltd. (as a nominee 1 Negligible
shareholder, for and on behalf of Elevate North Holdings Pte.
Ltd.)
Total 50 100
Optionally convertible debentures
S. No. Name of security holder Number of optionally convertible debentures bearing
face value of ₹100 each
1. Elevate Campuses Limited 12,000,000
Financial information
Certain key financial indicators of PE Chennai are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations - - -
Reserves 773.07 - -
Total income 0.15 - -
Profit/(Loss) after tax (4.31) - -
Profit/(Loss) after tax margin (%) 0.00 - -
Earnings per share (Basic) (in ₹) (86,149.07) - -
Earnings per share (Diluted) (in ₹) (86,149.07) - -
Net cash flow from operating activities (in ₹ million) 19.70 - -
5. Elevate OTH SPA
Pursuant to the securities purchase agreement dated September 24, 2025, our Company has agreed to acquire from
Elevate OTH Property Holdings Pte. Ltd. (“Seller”) (i) 100% of the shareholding of IS Gurgaon; (ii) 74% of the
shareholding of IS Chintamani, IS Tumkur, IS Korba, and IS Kadri; and (iii) all compulsorily convertible
debentures of IS Chintamani, IS Tumkur, IS Korba, IS Kadri, and IS Gurgaon. Upon completion of the transaction,
our Company will become the beneficial owner of IS Chintamani, IS Korba, IS Gurgaon, IS Tumkur and IS
Kadiri, thereby acquiring the rights to operate the infrastructure of IS Chintamani, IS Korba, IS Gurgaon, IS
Tumkur and IS Kadiri.
The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Our Company;
Acquiree: Elevate OTH Property Holdings Pte. Ltd.
282Particulars Details
Relationship of the promoter or directors of our Company An affiliate of our Promoter, Genius Bidco
with the entities/person from whom our Company has
acquired
Summarized information about valuation The valuation of IS Chintamani has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 266.8 million
Value of CCDs and Equity Shares: ₹221.9 million
The valuation of IS Tumkur has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 242.1 million
Value of CCDs and Equity Shares: ₹177.3 million
The valuation of IS Korba has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 147.8 million
Value of CCDs and Equity Shares: ₹109.5 million
The valuation of IS Kadiri has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 179.9 million
Value of CCDs and Equity Shares: ₹131.3 million
The valuation of IS Gurgaon has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 672.7 million
Value of CCDs and Equity Shares: ₹408.1 million
Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as set out
in the SPA(s) and within seven business days from the date
of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by
between our Company and Elevate OTH Property
Holdings Pte. Ltd.
The details about K-12 Entities and Campuses, i.e. IS Chintamani, IS Korba, IS Gurgaon, IS Tumkur and IS Kadiri
is as follows:
a. Infraschool Services Chintamani Private Limited
Corporate information
Infraschool Services Chintamani Private Limited (“IS Chintamani”) was incorporated as a private
limited company on January 13, 2016 under the Companies Act, 2013. The registered office of IS
Chintamani is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee
Hills, Hyderabad 500 033, Telangana, India.
Nature of business
IS Chintamani is authorized to engage inter alia in the business of purchasing, acquiring, undertaking
and constructing properties such as educational institutions for carrying on the business of letting out
283and/or renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of IS Chintamani is
as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
400,000 equity shares of ₹10 each 4,000,000
Issued, subscribed and paid-up capital
339,788 equity shares of ₹10 each 3,397,880
Shareholding pattern
The shareholding pattern of IS Chintamani as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
Class A equity shares
1. Elevate OTH Property Holdings Pte. Ltd. 329,787 97.05
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
OTH Property Holdings Pte. Ltd.)
Class B equity shares
3. Arka Eduserve Private Limited 10,000 2.94
Total 339,788 100.00
Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of ₹100
each
1. Elevate OTH Property Holdings Pte. Ltd 869,915
Redeemable optionally convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of ₹100
each
1. Arka Eduserve Private Limited 1,876,070
Financial information
Certain key financial indicators of IS Chintamani are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 25.59 30.04 26.13
Reserves 81.66 79.03 16.68
Total income 26.92 31.93 27.78
Profit/(Loss) after tax 2.63 6.00 (2.49)
Profit/(Loss) after tax margin (%) 10.27% 19.96% (9.54%)
Earnings per share (Basic) (in ₹) – Class A 7.97 18.18 (7.34)
Earnings per share (Diluted) (in ₹) – Class A 7.97 18.18 (7.34)
284Particulars For the Fiscal
2025 2024 2023
Net cash flow from operating activities (in ₹ million) 26.91 (6.87) 21.06
b. Infraschool Services Tumkur Private Limited
Corporate information
Infraschool Services Tumkur Private Limited (“IS Tumkur”) was incorporated as a private limited
company on January 11, 2016 under the Companies Act, 2013. The registered office of IS Tumkur is at
Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad
500 033, Telangana, India.
Nature of business
IS Tumkur is authorized to engage inter alia in the business of purchasing, acquiring, undertaking and
constructing properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of IS Tumkur is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
400,000 equity shares of ₹10 each 4,000,000
Issued, subscribed and paid-up capital
366,502 equity shares of ₹10 each 3,665,020
Shareholding pattern
The shareholding pattern of IS Tumkur as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of shareholding (%)
₹10 each
Class A Equity Shares
1. Elevate OTH Property Holdings Pte. Ltd. 356,501 97.05
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
OTH Property Holdings Pte. Ltd.)
Class B Equity Shares
1. Arka Eduserve Private Limited 10,000 2.94
Total 366,502 100.00
Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate OTH Property Holdings Pte. Ltd 430,616
Redeemable Optionally Convertible Equity Shares
285S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Arka Eduserve Private Limited 21,32,580
Financial information
Certain key financial indicators of IS Tumkur are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 23.57 24.03 23.63
Reserves 68.75 66.28 35.37
Total income 24.38 26.02 25.35
Profit/(Loss) after tax 2.48 3.01 0.78
Profit/(Loss) after tax margin (%) 10.52% 12.54% 3.28%
Earnings per share (Basic) (in ₹) - Class A 6.95 8.45 2.17
Earnings per share (Diluted) (in ₹) - Class A 6.95 8.45 2.17
Net cash flow from operating activities (in ₹ Million) 21.54 18.63 19.84
c. Infraschool Services Kadiri Private Limited
Corporate information
Infraschool Services Kadiri Private Limited (“IS Kadiri”) was incorporated as a private limited company
on January 12, 2016 under the Companies Act, 2013. The registered office of IS Kadiri is at Sy. No.403/1
(Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad 500 033,
Telangana, India.
Nature of business
IS Kadiri is authorized to engage inter alia in the business of purchasing, acquiring, undertaking and
constructing properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of IS Kadiri are as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
300,000 equity shares of ₹10 each 3,000,000
Issued, subscribed and paid-up capital
290,280 equity shares of ₹10 each 2,902,800
Shareholding pattern
The shareholding pattern of IS Kadiri as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
Class A Equity Shares
1. Elevate OTH Property Holdings Pte. Ltd. 280,279 96.55
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate OTH 1 Negligible
Property Holdings Pte. Ltd.)
Class B Equity Shares
286S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
1. Arka Eduserve Private Limited 10,000 3.45
Total 290,280 100.00
Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily convertible
No. debentures of ₹100 each
1. Elevate OTH Property Holdings Pte. Ltd 334,928
Redeemable Optionally convertible debentures
S. Name of original allottees Number of compulsorily convertible
No. debentures of ₹100 each
1. Arka Eduserve Private Limited 1,686,840
Financial information
Certain key financial indicators of IS Kadiri are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 18.95 19.58 19.03
Reserves 50.34 48.41 21.85
Total income 19.73 20.97 20.25
Profit/(Loss) after tax 1.94 4.86 (0.25)
Profit/(Loss) after tax margin (%) 10.23% 24.81% (1.32%)
Earnings per share (Basic) (in ₹) - Class A 6.91 17.33 (0.86)
Earnings per share (Diluted) (in ₹) - Class A 6.91 17.33 (0.86)
Net cash flow from operating activities (in ₹ million) 18.47 4.38 15.45
d. Infraschool Services Korba Private Limited
Corporate information
Infraschool Services Korba Private Limited (“IS Korba”) was incorporated as a private limited company
on January 12, 2016 under the Companies Act, 2013, with the Registrar of Companies, Hyderabad. The
registered office of IS Korba is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road
no.1, Jubilee Hills, Hyderabad 500 033, Telangana, India.
Nature of business
IS Korba is authorized to engage inter alia in the business of purchasing, acquiring, undertaking and
constructing properties such as educational institutions for carrying on the business of letting out and/or
renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of IS Korba are as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
300,000 equity shares of ₹10 each 3,000,000
Issued, subscribed and paid-up capital
227,596 equity shares of ₹10 each 2,275,960
287Shareholding pattern
The shareholding pattern of IS Korba as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
Class A Equity Shares
1. Elevate OTH Property Holdings Pte. Ltd. 217,595 95.60
Elevate North Holdings Pte. Ltd. (as a nominee shareholder, 1 Negligible
for and on behalf of Elevate OTH Property Holdings Pte.
Ltd.)
Class B Equity Shares
1. Arka Eduserve Private Limited 10,000 4.39
Total 227,596 100.00
Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate OTH Property Holdings Pte. Ltd 254,835
Optionally convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Arka Eduserve Private Limited 1,300,710
Financial information
Certain key financial indicators of IS Korba are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 14.25 14.59 14.30
Reserves 28.70 27.57 11.58
Total income 16.12 15.63 15.23
Profit/(Loss) after tax 1.12 (0.51) (1.58)
Profit/(Loss) after tax margin (%) 7.89% (3.51%) (11.02%)
Earnings per share (Basic) (in ₹) - Class A 5.17 (2.35) (6.92)
Earnings per share (Diluted) (in ₹) - Class A 5.17 (2.35) (6.92)
Net cash flow from operating activities (in ₹ million) 6.89 11.40 11.64
e. Infraschool Services Gurgaon Private Limited
Corporate information
Infraschool Services Gurgaon Private Limited (“IS Gurgaon”) was incorporated as a private limited
company on January 6, 2017 under the Companies Act, 2013, with the Registrar of Companies, CRC.
The registered office of IS Gurgaon is at Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One,
Road no.1, Jubilee Hills, Hyderabad 500 033, Telangana, India.
Nature of business
IS Gurgaon is authorized to engage inter alia in the business of purchasing, owning, acquiring,
undertaking and constructing properties such as educational institutions for carrying on the business of
letting out and/or renting of these properties to accredited educational institutions and to earn rental
income thereof, entering into joint ventures, or collaboration with accredited educational institutions in
288India and/or outside India to provide educational infrastructure support on such terms and conditions as
may be decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of IS Gurgaon are as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
4,000,000 equity shares of ₹10 each 40,000,000
Issued, subscribed and paid-up capital
3,727,059 equity shares of ₹10 each 37,270,590
Shareholding pattern
The shareholding pattern of IS Gurgaon as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
1. Elevate OTH Property Holdings Pte. Ltd. 3,727,058 99.99
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate 1 Negligible
OTH Property Holdings Pte. Ltd.)
Total 3,727,059 100.00
Redeemable Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate OTH Property Holdings Pte. Ltd 1,591,118
Financial information
Certain key financial indicators of IS Gurgaon are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 92.49 91.72 94.11
Reserves 182.22 159.14 61.39
Total income 94.02 92.82 95.31
Profit/(Loss) after tax 23.08 (5.32) 9.91
Profit/(Loss) after tax margin (%) 24.95% (5.80%) 10.53%
Earnings per share (Basic) (in ₹) 6.19 (1.44) 2.72
Earnings per share (Diluted) (in ₹) 6.19 (1.44) 1.07
Net cash flow from operating activities (in ₹ million) 69.66 68.54 81.74
6. Elevate SH SPA
Pursuant to the securities purchase agreement dated September 24, 2025, our Company has agreed to acquire from
Elevate SH Holdings Pte. Ltd. (“Seller”) (i) all compulsorily convertible debentures, and (ii) the entire
shareholding, held by the Seller in PE Ramanagara and CE Bangalore. Upon completion of the transaction, our
Company will become the sole beneficial owner of PE Ramanagara and CE Bangalore, thereby acquiring the
rights to operate the infrastructure of PE Ramanagara and CE Bangalore.
289The details of the transaction are as follows:
Particulars Details
Name of acquirer / acquiree Acquirer: Our Company;
Acquiree: Elevate SH Holdings Pte. Ltd
Relationship of the promoter or directors of our Company An affiliate of our Promoter, Genius Bidco
with the entities/person from whom our Company has
acquired
Summarized information about valuation The valuation of PE Ramanagara has been computed using
the discounted cash flow method. On this basis, the
following are the relevant details:
Enterprise Value: ₹ 1,352.6 million
Value of CCDs and Equity Shares: ₹933.0 million
The valuation of CE Bangalore has been computed using the
discounted cash flow method. On this basis, the following
are the relevant details:
Enterprise Value: ₹ 531.5 million
Value of CCDs and Equity Shares: ₹299.8 million
Effective date of transaction The effective date of the transaction will occur after
satisfaction or waiver of the conditions precedent as set out
in the SPA(s) and within seven business days from the date
of receipt of listing and trading approval from the Stock
Exchanges or such other date as mutually agreed by between
our Company and Elevate SH Holdings Pte. Ltd
The details about PE Ramanagara and CE Bangalore are as follows:
a. Purelearn Eduinfra Ramanagara SH Private Limited
Corporate information
Purelearn Eduinfra Ramanagara SH Private Limited (“PE Ramanagara”) was incorporated as a private
limited company on January 5, 2018 under the Companies Act, 2013, with the Registrar of Companies,
Hyderabad. The registered office of PE Ramanagarais at Sy. No.403/1 (Old), 120 (New), 4th Floor,
Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad 500 033, Telangana, India.
Nature of business
PE Ramanagara is authorized to engage inter alia in the business of purchasing, acquiring, undertaking
and constructing properties such as educational institutions for carrying on the business of letting out
and/or renting of these properties to accredited educational institutions and to earn rental income thereof,
entering into joint ventures, or collaboration with accredited educational institutions in India and/or
outside India to provide educational infrastructure support on such terms and conditions as may be
decided from time to time.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of PE Ramanagarais
as follows
Particulars Aggregate nominal value (in ₹)
Authorised share capital
5,100,000 equity shares of ₹10 each 51,000,000
Issued, subscribed and paid-up capital
4,919,990 equity shares of ₹10 each 49,199,900
Shareholding pattern
The shareholding pattern of PE Ramanagara as on the date of this Draft Red Herring Prospectus is set
out below:
290S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
1. Elevate SH Holdings Pte. Ltd. 4,919,989 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate SH 1 Negligible
Holdings Pte. Ltd.)
Total 4,919,990 100.00
Compulsorily Convertible Debentures
S. Name of security holder Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate SH Holdings Pte. Ltd. 5,865,087
Financial information
Certain key financial indicators of PE Ramanagara are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 112.34 83.67 83.21
Reserves 429.84 68.85 17.09
Total income 122.48 94.76 94.13
Profit/(Loss) after tax 30.60 2.19 10.61
Profit/(Loss) after tax margin (%) 27.24% 2.62% 12.75%
Earnings per share (Basic) (in ₹) 6.22 0.45 2.16
Earnings per share (Diluted) (in ₹) 6.22 0.45 0.98
Net cash flow from operating activities (in ₹ million) 60.53 31.74 65.53
b. CUIB Eduinfra Bangalore Private Limited
Corporate information
CUIB Eduinfra Bangalore Private Limited (“CE Bangalore”) was incorporated as a private limited
company on April 28, 2021 under the Companies Act, 2013. The registered office of CE Bangalore is at
Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika Jubilee One, Road no.1, Jubilee Hills, Hyderabad
500 033, Telangana, India.
Nature of business
CE Bangalore is authorized to engage inter alia in the business of purchasing, acquiring, operating,
undertaking and constructing properties for academic or student housing purposes for educational
institutions; for carrying on the business of operating on-campus student housing of accredited
educational institutions and to earn fee income thereof; entering into joint ventures, or collaboration with
accredited educational institutions in India and/or outside India to provide educational infrastructure
support on such terms and conditions as may be decided from time to time; and purchasing, acquiring,
undertaking and constructing properties such as educational institutions for carrying on the business of
letting out and/or renting of these properties to accredited educational institutions and to earn rental
income thereof.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of CE Bangalore is
as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
3,000,000 equity shares of ₹10 each 30,000,000
Issued, subscribed and paid-up capital
291Particulars Aggregate nominal value (in ₹)
2,660,100 equity shares of ₹10 each 26,601,000
Shareholding pattern
The shareholding pattern of CE Bangalore as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity Percentage of
No. shares bearing equity
face value of ₹10 shareholding (%)
each
1. Elevate SH Holdings Pte. Ltd. 2,660,099 100.00
2. Elevate North Holdings Pte. Ltd. (as a nominee of Elevate SH 1 Negligible
Holdings Pte. Ltd.)
Total 2,660,100 100.00
Compulsorily convertible debentures
S. Name of original allottees Number of compulsorily
No. convertible debentures of
₹100 each
1. Elevate SH Holdings Pte. Ltd. 820,230
Financial information
Certain key financial indicators of CE Bangalore are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 56.93 56.94 56.93
Reserves 83.20 70.53 7.36
Total income 57.57 57.56 57.45
Profit/(Loss) after tax 12.67 10.03 9.56
Profit/(Loss) after tax margin (%) 22.25% 17.62% 16.80%
Earnings per share (Basic) (in ₹) 4.76 3.77 3.60
Earnings per share (Diluted) (in ₹) 4.76 3.77 1.60
Net cash flow from operating activities (in ₹ million) 36.58 35.26 32.71
For further details in relation to the financial information pertaining to the K-12 Entities and Campuses, including
weblink and QR code for accessing such information, see “Financial Statements for K-12 Entities and Campuses”
on page 496. Also see “Risk Factors – The Unaudited Pro Forma Financial Information included in this Draft
Red Herring Prospectus is presented for illustrative purposes only and may not accurately reflect our future
financial condition and results of operations.” on page 50.
292OUR BUSINESS
As on the date of this Draft Red Herring Prospectus, the “Balance Sheet Date Group” refers to our Company
and our Subsidiaries as at and during March 31, 2025, 2024 and 2023 (on restated basis). We have (i) acquired
(a) student accommodation management business and related assets (“ScholarZ”), and (b) Elevate UAE Assetco
Holdings Pte. Ltd. (including its subsidiaries, Souk HIS Holdings Limited (“Souk HIS UAE”), Souk NLCS
Holdings Limited (“Souk NLCS UAE”), Souk HIS Holdings Pte. Ltd. (“Souk HIS Singapore”) and Souk NLCS
Holdings Pte. Ltd. (“Souk NLCS Singapore”)); and (ii) transferred our rights, title and interest in the student
accommodation business at one HEI in Karnataka (“HEI Karnataka”) between April 1, 2025 and the date of this
Draft Red Herring Prospectus (collectively with the Balance Sheet Date Group, the “Pre-Acquisition Group”).
For further details in relation to the acquisitions, see “History and Certain Corporate Matters – Details regarding
material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets,
etc. in the last 10 years - Acquisition of Elevate UAE AssetCo Holdings Pte. Ltd. ” on page 338. Further, we have
entered into securities purchase agreements to acquire IS Chintamani, IS Tumkur, IS Kadiri, IS Korba, IS
Gurgaon, SMESPL, PE Kanakapura, PE Bangalore, PE Ramanagara, PE Hyderabad, PE Bowenpally, PE Hisar,
PE Chennai and CE Bangalore (collectively, the “K-12 Entities and Campuses”) with the Net Proceeds of the
Issue (the “Proposed Acquisitions”). For further details, see “Objects of the Issue” and “Proposed Acquisitions”
on pages 123 and 270, respectively. Upon completion of the Proposed Acquisitions, the K-12 Entities and
Campuses will become the subsidiaries of our Company. Among the K-12 Entities and Campuses, PE
Ramanagara and CE Bangalore, own student accommodation facilities, managed by the respective higher
education institutions (“HEIs”), i.e., SET Hostel and IFIM College Hostel, respectively. Unless otherwise stated,
references in this section to “we”, “our”, “us” or “Elevate Platform” are to the “Post-Acquisition Group”, i.e.,
Pre-Acquisition Group along with the K-12 Entities and Campuses.
Some of the information in this section, including information with respect to our plans and strategies and the
Proposed Acquisitions contains forward-looking statements that involve risks and uncertainties. You should read
“Forward-Looking Statements” on page 37 for a discussion of the risks and uncertainties related to those
statements and also “Risk Factors” on page 39 for a discussion of certain risks that may affect our business,
financial condition, or results of operations, “Restated Consolidated Financial Information”, “Unaudited
Proforma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 380, 431 and 501, respectively, for a discussion of certain factors that may affect
our business, financial condition or results of operations. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements and risks.
Unless otherwise indicated or the context otherwise requires, the financial information for Financial Years 2025,
2024 and 2023, included herein is derived from the Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Information” on
page 380. Additionally, we have presented unaudited pro forma financial information for Financial Years 2025,
2024 and 2023 in this section, which are based on Unaudited Proforma Financial Information, to illustrate the
impact of the acquisition of ScholarZ, Elevate UAE Asset Holdings Pte. Ltd. (including its subsidiaries Souk HIS
UAE, Souk NLCS UAE, Souk HIS Singapore and Souk NLCS Singapore), and the Proposed Acquisitions on our
financial position, as if the acquisitions had taken place (i) on March 31, 2025, March 31, 2024 and March 31,
2023, respectively, for the purpose of unaudited proforma balance sheet as at March 31, 2025, March 31, 2024
and March 31, 2023; and (ii) on April 1, 2024, April 1, 2023 and April 1, 2022, respectively, for the purpose of
unaudited proforma statement of profit and loss for the years ended March 31, 2025, March 31, 2024 and March
31, 2023. In this regard, please see “Risk Factors – The Unaudited Proforma Financial Information included in
this Draft Red Herring Prospectus is presented for illustrative purposes only and may not accurately reflect our
future financial condition and results of operations.” on page 50. Unless otherwise indicated or the context
otherwise requires, we have provided all operational information included herein as of August 31, 2025, assuming
the completion of the acquisition of Elevate UAE Asset Holdings Pte. Ltd., and as of or for the Academic Years
2025, 2024 and 2023, for the Post-Acquisition Group. Elevate UAE Asset Holdings Pte. Ltd. was acquired on
September 30, 2025.
We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Draft Red Herring Prospectus, each of which are supplemental
measures of our performance and liquidity and are not required by, or presented in accordance with Ind AS,
Indian GAAP, IFRS or U.S. GAAP. Further, such measures and indicators are not defined under Ind AS, IFRS or
U.S. GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures
under Ind AS, IFRS or U.S. GAAP. The manner in which such operational and financial performance indicators
are calculated and presented, and the assumptions and estimates used in such calculations, may vary from that
293used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing
undue reliance on such information in making an investment decision and should consult their own advisors and
evaluate such information in the context of the Restated Consolidated Financial Information and other
information relating to our business and operations included in this Draft Red Herring Prospectus. In addition,
such measures and indicators are not standardized terms, and a direct comparison of these measures and
indicators between companies may not be possible. For risks relating to non-GAAP measures, see “Risk Factors
– Certain non-generally accepted accounting principle financial measures and other statistical information
relating to our operations and financial performance have been included in this Draft 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 with those presented by other companies.” on page 50. Further, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on page for a reconciliation of our
Non-GAAP measures to the Restated Consolidated Financial Information or Unaudited Proforma Financial
Information for the relevant periods.
Unless otherwise indicated, the industry-related information contained in this Draft Red Herring Prospectus is
derived from the report titled “Industry Report on the K-12 education and student accommodation sector in India”
dated September 26, 2025 (the “CBRE Report”), which has been commissioned and paid for by our Company
for an agreed fee and prepared only for the purposes of confirming our understanding of the industry exclusively
in connection with the Issue. The CBRE Report is available on the website of our Company at
https://elevatecampuses.com/investors and has also been included in the “Material Contracts and Documents for
Inspection – Material Documents” on page 626. We have officially engaged CBRE Group (“CBRE”), in
connection with the preparation of the CBRE Report pursuant to an engagement letter dated January 28, 2025.
Unless otherwise indicated, all financial, operational, industry, and other related information derived from the
CBRE Report and included herein with respect to any particular period refers to such information for the relevant
financial period. The data included in this section includes excerpts from the CBRE 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 Issue), that have been left out or changed in any manner. Please see “Certain Conventions, Use of
Financial Information and Market Data and Currency of Presentation — Industry and Market Data” and “Risk
Factors — This Draft Red Herring Prospectus contains information from third parties including an industry
report prepared by an independent third-party research agency, CBRE, which we have exclusively commissioned
and paid for to confirm our understanding of our industry exclusively in connection with the Issue and reliance
on such information for making an investment decision in the Issue is subject to inherent risks.” on pages 31 and
70, respectively. For definitions of technical and industry related terms used in this section, please see
“Definitions and Abbreviations –Technical, Industry Related Terms or Abbreviations” on page 15.
Overview
We own, operate and manage on-campus student accommodation across HEIs and own K-12 Assets. As estimated
in the CBRE Report, as of August 31, 2025, our current capacity enables us to cater to 94,758 students and we are
present across 20 cities in India and one city in United Arab Emirates. We enable HEIs and K–12 school operators
(“K-12 Operators”) to offer quality learning environments that support student development and foster all-round
growth. We operate our student accommodation business under “Good Host Spaces” and “ScholarZ” brands. Our
mission is to build inclusive educational communities by delivering modern student accommodation and K–12
Assets that nurture student wellbeing and holistic development.
We are the largest institutionalized and independent education platform engaged in owning, operating and
managing on-campus student accommodation across HEIs and owning K-12 assets in India, based on student
capacity as of August 31, 2025, according to the CBRE Report. Our portfolio comprises both owned and managed
assets, comprising 66,272 beds as of August 31, 2025. Our ‘Owned Portfolio’ comprises five student
accommodation campuses totaling 16,934 beds (“Owned Beds”), 16 K-12 Assets (including three K-12 Assets
under development and two student accommodation facilities managed by the relevant HEIs and owned by K-12
HoldCos), in eight Indian cities, and two K-12 Assets in Dubai (UAE) (“Owned Portfolio”). Our ‘Managed
Portfolio’ comprises 14 student accommodation campuses, totaling 49,338 beds under management (“Managed
Beds”), as on August 31, 2025 (“Managed Portfolio”). We also deliver community and campus technology
services for our Managed Portfolio such as media coverage of HEIs and organizing community events at the HEIs
(“Community and Campus Technology Services”).
We operate in the education sector, which according to the CBRE Report, is highly resilient given its nature of
non-discretionary expenditure and the sector’s private final consumption expenditure, which has grown at a
compounded annual growth rate (“CAGR”) of 13.6% between Financial Years 2012 and 2024, the second fastest
294after healthcare. Further, the education sector which we operate in has significant barriers to entry, which
necessitates trusted brands capable of delivering safe, quality environments and managing complex non-academic
operations, according to the CBRE Report. Further, our comprehensive operating capabilities including deal
sourcing, site selection, development, asset acquisition, asset repositioning and community engagement, enable
us to streamline non-core operations for HEIs and K-12 Assets, allowing them to focus on delivering academic
outcomes, ensuring skill development and managing academic curriculum which is core to their business.
We believe being an institutionalized, independent, scaled operator early on affords us strategic advantages,
including enhanced credibility and trust with HEIs and K-12 Operators. We also benefit from increased
operational efficiency and superior service quality. We collaborate with leading educational institutions known
for their academic outcomes, accreditations, faculty credentials, research contributions and placement records.
These institutions include several campuses of Manipal Academy of Higher Education (“MAHE”), Manipal
University, Jaipur (“MUJ”) and the Meraki Education (“Meraki”).
Our History
Since commencing our Company’s operations in the Financial Year 2018 as an independent owner and operator
of student accommodation, we have broadened our offerings to address the full student lifecycle, with our
campuses catering to individuals from pre-primary school to post-graduate studies for the population that
according to CBRE Report, is aged between three years and 23 years. We have expanded portfolio to 16,934
Owned Beds as of August 31, 2025 from 9,153 Owned Beds in the Financial Year 2018. We have also developed
an asset-light business model starting from the Financial Year 2024, by entering into management contracts with
HEIs, with our Managed Portfolio comprising 49,338 Managed Beds as of August 31, 2025. Further, K-12
HoldCos acquired the K-12 Assets business in the Financial Year 2024, which has increased from 12 K-12 Assets
in the Financial Year 2023 to 18 K-12 Assets as of August 31, 2025. Our growth has historically been driven by
both organic expansion and strategic acquisitions as highlighted in the graphic below:
Note:
(1) Refers to period from April 1, 2025 to August 31, 2025.
Student Accommodation
For our student accommodation business, we deliver a comprehensive suite of services that create a “home-away-
from-home” experience for students. Our offerings extend beyond quality modern accommodation to include
dining, laundry, gym, sports amenities, medical care, campus security and other services. We further enhance
campus ecosystems with retail outlets and recreation facilities, supporting overall student convenience and
engagement. According to the CBRE Report, on-campus professionally managed student accommodation
(“PMSA”) is generally preferred over unorganized off-campus alternatives due to its institutional quality,
enhanced safety and security measures, and strong alignment with parental preferences.
295As of August 31, 2025, our portfolio includes collaborations with highly reputed and top ranked HEIs in their
respective fields, and nine out of the 15 HEIs in our Owned Portfolio and Managed Portfolio have received a
“NAAC A” or better rating, according to the CBRE Report. “NAAC A” rating is a rating awarded by the National
Assessment and Accreditation Council to institutions that demonstrate a ‘Very Good’ standard. For instance:
• MUJ, Jaipur (Rajasthan) is the first private university in Rajasthan to receive the NAAC A+ accreditation and
was ranked 64th among 10,845 participating universities in NIRF Ranking 2024;
• MAHE (Manipal campus) has been recognized as an ‘Institute of Eminence’ by the Government of India,
placing them among the top 12 public and private universities across India, according to the CBRE Report.
This list also includes one of the HEIs in our Owned Portfolio located in Haryana (“HEI Haryana”);
• One of the HEIs in our Owned Portfolio located in Himachal Pradesh (“HEI Himachal Pradesh”) was
ranked among the Top 100 Universities in India in the NIRF rankings 2024 and received an A+ accreditation
from the NAAC in Calendar Year 2024.
During Academic Year 2024-2025, the occupancy rates across our Owned Portfolio for student accommodation
was 99.47%, compared to the estimated national average, which according to the CBRE Report is 85-90% for our
target addressable market (“TAM”). This demonstrates strong demand, driven by the reputation of the HEIs we
serve and the quality of our offerings. Further, according to the CBRE Report, private consumption on educational
services exhibited consistent growth both before and after COVID-19 pandemic, maintaining a CAGR of 15%
between Financial Years 2011-12 to 2019-20, and further grew and accelerated to a CAGR of 16.5% during the
Financial Years 2021-22 to 2023-24. This sustained performance underscores the resilience of the education
sector.
For student accommodation in our Owned Portfolio, we typically enter into long-term contracts with HEIs with
minimum occupancy guarantees, providing strong cash flow predictability and resilience against externalities. As
of August 31, 2025, we benefit from a minimum occupancy guarantee of approximately 83%, on a blended basis,
i.e., weighted average across our Owned Portfolio for student accommodation where we have minimum
occupancy guarantees, where each student accommodation's occupancy guarantee for a specified period is
proportionally weighted based on its capacity. For our Managed Portfolio, the term of our management contracts
is typically up to five years. Our Managed Portfolio enables us to expand our footprint, increase our brand presence
and improve our return on capital in the student accommodation sector through an asset-light model.
Our operational capabilities and on-campus presence in HEIs has enabled us to deepen relationships with the
HEIs, resulting in expansion within the same campus. For instance, at HEI Haryana, we acquired additional beds
and expanded to 7,103 owned beds as of August 31, 2025 from 5,575 owned beds as of March 31, 2020. Further,
in HEI Haryana, we increased our presence to 3,331 managed beds as of August 31, 2025 from nil managed beds
as of March 31, 2020. Similarly, across MAHE campuses, we increased our presence to 21,690 Managed Beds as
of August 31, 2025, from 18,279 Managed Beds in Academic Year 2023, resulting in 18.66% increase in Managed
Beds, reflecting the strength of our relationship with HEIs.
K-12 Assets
In our K-12 Assets business, as of August 31, 2025, we own and maintain modern infrastructure facilities across
16 K-12 Assets (including three K-12 Assets under development and two student accommodation facilities
managed by HEIs), in eight Indian cities, and two K-12 Assets in Dubai (UAE), tailored to the evolving needs of
students and educators. The business model typically involves acquiring and developing K-12 Assets, including
extracurricular infrastructure, and leasing them to K-12 Operators on a triple-net basis. Under this structure,
operators are responsible for the common area maintenance charges, property taxes, building insurance, and
securing and maintaining all necessary regulatory approvals in addition to payment of base rent. We manage the
infrastructure and undertake regular upgrades of facilities, enhancing school positioning and enabling higher
revenue realization for us over time, including through further development of K-12 Assets and pre-determined
rent escalations. According to the CBRE Report, the K-12 sector in India has been highly fragmented and school
operators prefer to adopt asset light models and therefore engaging with reliable education service provider is
essential which can comprehensively deliver across multiple locations.
Our portfolio comprises quality K-12 Assets which, according to the CBRE Report, are present across four of the
top five K-12 educational hubs, including cities like Hyderabad in Telangana, Pune in Maharashtra, Bengaluru in
Karnataka, and Chennai in Tamil Nadu. Our international expansion includes the acquisition of Hartland
International School (“HIS Dubai”) and the North London Collegiate School (“NLCS Dubai”) in Dubai (UAE)
296on September 23, 2025. Further, Meraki which according to the CBRE Report, has significant experience in the
K-12 and residential real estate sector with presence in India, Dubai and Singapore, operates K-12 schools such
as HIS Dubai and NLCS Dubai. According to the CBRE Report, our leading collaborators for the K-12 Assets
business have received several accreditations including:
• HIS Dubai is rated “Outstanding” by British Schools Overseas (“BSO”) as of April 2025 and rated “Very
Good” by the Knowledge and Human Development Authority, United Arab Emirates (“KHDA”) for
Academic Year 2023-24;
• NLCS Dubai is rated “Very Good” by the KHDA for the year 2023-2024; and
• St. Andrews Suchitra, St. Andrews Keesara and St. Michaels, have been awarded the WELL Health-Safety
Rating, and according to the CBRE Report, are amongst only five schools in India that have secured the
WELL Health-Safety Rating, as on Academic Year 2024-25.
Elevate Platform
Our “Elevate Platform” integrates our student accommodation and K-12 Assets businesses, enabling us to engage
with students across their full student lifecycle. The following graphic provides certain key statistics about our
Elevate Platform, as of August 31, 2025:
Note:
(1) Number of K-12 Assets include three K-12 Assets under development and two student accommodation facilities managed by HEIs and
owned by K-12 HoldCos.
(2) Our occupancy rate for Owned Beds, including County, is 94.04% as of August 31, 2025. Our occupancy rate of Owned Beds, excluding
County (comprising 1,010 beds), is 100% as of August 31, 2025. We terminated the lease for County on June 30, 2025. Further,
Woodstock is vacant with effect from September 28, 2025, and our occupancy rate of Owned Beds, including County and Woodstock, is
87.17%, as on September 28, 2025.
(3) 16 of our K-12 Assets (including three K-12 Assets under development and two student accommodation facilities managed by the relevant
HEIs and owned by K-12 HoldCos), are present in eight Indian cities, and two K-12 Assets are present in Dubai (UAE).
Since the acquisition of Elevate Campuses Limited (formerly known as Good Host Spaces Limited) in the
Financial Year 2024, its promoters, (i.e. Genius Bidco Holdings Pte. Ltd. and Genius Rajkot Investment Holdings
Pte. Ltd.), have leveraged its experience in asset management to optimize our organizational structure, including
augmenting our acquisition and development capabilities. In Financial Year 2024, we expanded our student
accommodation portfolio to include Managed Beds, thereby further diversifying our offerings. Post acquisition of
our Company by our Promoters, we expanded our Managed Beds portfolio through the acquisition of ScholarZ in
April 2025. Further, in September 2025, we received the letter of award for a greenfield development of student
accommodation at a premier technology institute in South India. For further details, see “– Description of our
business – Business verticals – Student Accommodation” on page 309. Further, our Promoters remained
committed to our ongoing investment in technology to enhance student experience and support the scalability of
our operations.
In addition, K-12 HoldCos acquired a portfolio of 13 K-12 Assets in seven cities in October, 2023. These Promoter
affiliated entities have expanded into greenfield development through the acquisition of land parcels adjacent to
the existing facilities. As of August 31, 2025, the K-12 Assets portfolio has grown to 18 K-12 Assets in nine cities.
We have since acquired two of these K-12 Assets in Dubai, namely NLCS and HIS, from the Promoters in
September 2025. We intend to acquire the remaining K-12 Assets with funding to be provided from the Net
Proceeds of the Issue, thereby enhancing our offerings to provide comprehensive solutions to HEIs and K-12
297Assets. For further details, see sections “Objects of the Issue” and “Proposed Acquisitions” on pages 123 and
270, respectively. Our growth has been supported by a strong leadership team, strengthened over the last three
years with a focus on acquisition, asset management, and real estate development capabilities.
The table below sets out certain key metrics relating to our Owned Portfolio, Managed Portfolio and K-12 Assets,
as of August 31, 2025:
Business Verticals No. of Assets / Facilities Beds / Student Capacity
Student Accommodation - Owned Portfolio (number of
5 16,934
beds)
Student Accommodation - Managed Portfolio (number
141 49,338 2
of beds)
K-12 Assets (student capacity) 18 28,4863
Total 35 94,7583
Notes:
1 Two of the assets in our Student Accommodation – Managed Portfolio are with the same HEIs as in our Student Accommodation – Owned
Portfolio.
2 Includes only beds which are revenue generating as on August 31, 2025.
3 As estimated in the CBRE Report.
The map below sets out our portfolio as of August 31, 2025:
Note: We intend to acquire K-12 Entities and Campuses using the Net Proceeds of the Issue. For details, see sections “Objects of the Issue”
and “Proposed Acquisitions” on pages 123 and 270, respectively.
Financial and operational metrics
Between the Financial Years 2023 and 2025, we delivered growth across certain key operational and financial
metrics. The revenue from operations, profit for the year and EBITDA (as defined below) and Return on Adjusted
Capital Employed (as defined below) for the Balance Sheet Date Group all increased, driven by our commitment
to operational excellence and continuous investment in student experience. Over this period, we invested ₹276.30
million in capital expenditure to upgrade infrastructure and facilities within our student accommodation in Owned
Portfolio. With respect to our Balance Sheet Date Group, our revenue from operations increased to ₹3,698.11
million in the Financial Year 2025 from ₹2,925.01 million in the Financial Year 2023, representing a CAGR of
12.44%. Return on Adjusted Capital Employed (as defined below) also improved to 10.02% in the Financial Year
2025 from 9.78% in the Financial Year 2023.
298The following table sets forth certain operational and financial information relating to our Portfolio as of/for the
years indicated:
Balance Sheet Date Group (on a Post-Acquisition Group (on pro forma
restated basis) basis)
Financial Metrics As of and for the Financial Year ended As of and for the Financial Year ended
March 31, March 31, March 31, March 31, March 31, March 31,
2025 2024 2023 2025 2024 2023
Total Income(1) (in ₹ million) 3,941.27 3,626.08 3,009.17 5,914.18 5,443.70 4,501.24
Year-on-year growth in 8.69% 20.50% NA* 8.64% 20.94% NA*
Total Income(2) (in %)
Revenue from Operations (in
3,698.11 3,470.01 2,925.01 5,591.55 5,212.23 4,345.83
₹ million)
Year-on-year growth in
Revenue from Operations(3) 6.57% 18.63% NA* 7.28% 19.94% NA*
(in %)
EBITDA(4) (in ₹ million) 2,593.16 2,201.29 1,866.37 4,076.57 3,577.03 3,026.29
EBITDA Margin(5) (in %) 65.80% 60.71% 62.02% 68.93% 65.71% 67.23%
Earnings before Interest, 2,699.89 2,301.95 2,034.69 4,183.30 3,677.69 3,194.61
Tax, Depreciation and
amortisation and exceptional
items (6)
% Margin of Earnings before 68.50% 63.48% 67.62% 70.73% 67.56% 70.97%
Interest, Tax, Depreciation
and amortisation and
exceptional items (7)
Profit / (loss) for the year (8) 526.51 396.89 290.03 903.43 196.04 372.85
(in ₹ million)
Profit/(loss) margin for the 13.36% 10.95% 9.64% 15.28% 3.60% 8.28%
year (9) (in %)
Net Debt(10) (in ₹ million) 6,952.89 7,303.07 8,399.82 13,938.57 12,886.56 13,974.38
Net Debt to EBITDA(11) (in 2.68 3.32 4.50 3.42 3.60 4.62
times)
Return on Adjusted Capital 10.02% 9.72% 9.78% 9.30% 9.51% 9.04%
Employed (12) (in %)
Total Equity (in ₹ million) 7,027.09 6,557.70 5,769.88 13,411.95 12,490.85 11,919.63
Total Assets (in ₹ million) 24,211.77 21,047.37 18,499.96 49,703.85 34,071.06 31,420.46
Balance Sheet Date Group (on a Post-Acquisition Group (on pro forma
restated basis) basis)
Operational Metrics
For the Academic Year For the Academic Year
2025 2024 2023 2025 2024 2023
No. of Cities 5 5 5 19 18 17
No. of HEIs 4 4 4 15 13 12
No. of Owned Beds# 17,995 17,995 16,540 17,995 17,995 16,540
Occupancy (Owned 99.47% 99.92% 99.75% 99.47% 99.92% 99.75%
Beds)#(13) (in %)
No. of Managed Beds 6,231 3,783 - 45,828 34,005 27,968
No. of K-12 Assets(14) NA NA NA 16 13 12
* This information has not been included as the corresponding comparative period is not included in this Draft Red Herring Prospectus.
# Average for the relevant Academic Year.
Notes:
(1) Total Income means revenue from operations plus other income for the year.
(2) Total Income growth (%) is calculated as a Total Income of the relevant year minus Total Income of the preceding year, divided by the
Total Income of the preceding year.
(3) Revenue Growth (%) is calculated as a Revenue from Operations of the relevant year minus Revenue from Operations of the preceding
year, divided by the Revenue from operations of the preceding year.
(4) EBITDA = Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense plus finance costs during the year.
(5) EBITDA margin (%) = EBITDA for the year divided by Total Income for the year.
(6) Earnings before Interest, Tax, Depreciation and amortization and exceptional items = Profit/ (loss) for the year plus total tax expense
plus depreciation & amortisation expense plus finance costs plus exceptional items during the year.
(7) % Margin of Earnings before Interest, Tax, Depreciation and amortisation and exceptional items = Profit/ (loss) for the year plus total
tax expense plus depreciation & amortisation expense plus finance costs plus exceptional items during the year divided by Total Income
for the year.
(8) Profit / (loss) for the year = Total Income minus Total Expenses minus exceptional items minus total tax expense for the year.
(9) Profit/(loss) margin for the year (%) = Profit/(loss) for the year divided by the total income for the year
299(10) Net Debt = Non-current borrowings plus current borrowings minus cash and cash equivalents, bank balances other than cash and cash
equivalents, fixed deposits with maturity between 3 to 12 months and more than 12 months and balances with banks to the extent held
as margin money or security, current investment in mutual funds as at the end of the year. For Net Debt on proforma basis, cash and
cash equivalents further excludes impact of cash component of capital instruments issued subsequent to the respective balance sheet
dates i.e. INR 1,810.00 Mn as at March 31, 2024 & INR 2,579.03 Mn as at March 31, 2023.
(11) Net Debt to EBITDA = Net Debt as at the end of the period/ year divided by EBITDA for the respective year.
(12) Return on Adjusted Capital Employed is calculated as Earnings before interest, tax and exceptional items for the year divided by Adjusted
Capital Employed for the respective year. Earnings before interest, tax and exceptional items is computed as Profit plus total tax expense
plus finance cost plus exceptional items for the respective year. Adjusted Capital Employed is calculated as Total Equity plus Debt plus
deferred tax liabilities less deferred tax asset plus current and non-current deferred purchase consideration as at the end of the year.
For Return on Adjusted Capital Employed on proforma basis, Adjusted Capital Employed further excludes cash impact of acquisition
adjustment of Dubai entity as at the end of the year.
(13) Occupancy (Owned Beds) is calculated as total Owned Beds occupied in the year divided by total Owned Beds in the respective year.
(14) No. of K-12 Assets refers to K-12 Assets as at the end of the year.
For reconciliation of non-GAAP measures, see “Other Financial Information – Reconciliation of Non-GAAP
Measures” on page 497.
Our Market Opportunity
As of calendar year 2024, India is the youngest nation among the world’s largest economies by gross domestic
product (“GDP”). Also, India is home to the world’s largest education seeking population with approximately
508 million individuals in the age group of three years to 23 years as of calendar year 2023, according to the
CBRE Report. Further, India’s K-12 education system is the largest globally, with over 248 million students
enrolled in 1.47 million schools as of Academic Year 2023-24, according to the CBRE Report. Further, India has
the largest number of higher education institutions globally, with 58,642 institutions, and, as of the Academic
Year 2021-22, ranks second only to China in total enrolments, with 43.3 million students, according to the CBRE
Report. As incomes rise, household allocations towards education are expected to increase, with the top 5%
spending fractile dedicating 8% of its budget to education, compared to 3% for the bottom fractile, according to
the CBRE Report.
According to the CBRE Report, India’s HEI segment presents a significant opportunity for increased penetration,
with a Gross Enrolment Ratio, i.e., the enrolment at a specific level of education relative to the population of the
age group that is most appropriate for that level, of 31.0% (estimated) in Academic Year 2023-24, compared to
76.3% in Germany and 74.6% in China. The HEI segment is undergoing a transformative shift, marked by a
reduction in government spending and corresponding increase in private investments. Further, private HEIs
enrolments registered a CAGR of 7.4% between Academic Year 2011-12 and Academic Year 2021-22, according
to the CBRE Report. In addition, according to the CBRE Report, the share of state private universities and deemed
private universities in top 200 NIRF rankings increased to 44% in calendar year 2024, from 32.5% in calendar
year 2016.
We largely focus on the private unaided education segment, which according to the CBRE Report, has
demonstrated robust growth and increasing significance for private unaided education compared to public/
government enrolments within the broader education landscape in India. According to CBRE Report, the
contribution of private unaided schools to total enrolments has more than doubled over the past two decades,
rising to 36.3% in Academic Year 2023-24, representing 90.0 million enrolments from 16.6% in Academic Year
2001-02, representing 33.5 million enrolments. This is expected to reach 96.8 million by Academic Year 2027-
28, translating into a rental TAM of US$ 5.0 billion and an infrastructure opportunity of 921 million square feet,
according to the CBRE Report. In higher education, private HEIs accounted for 51.4% of total HEI enrolments as
of Academic Year 2021-22 and have grown at a CAGR of 7.4% from Academic Year 2011-12 to Academic Year
2021-22, compared to CAGR of 5.0% for public HEIs enrolments over the same period, according to the CBRE
Report. Further, according to the CBRE Report, as of Academic Year 2023-24, the Gross Enrolment Ratio stood
at 77.4% for secondary and 56.2% for higher-secondary education, highlighting notable under penetration as
students progress to higher levels of study.
We are positioned to benefit from an estimated investible opportunity of 347 million square feet in the PMSA
market in India, representing an annual revenue potential of US$ 3.78 billion from a projected inventory of 2.48
million beds by Academic Year 2027-28, according to the CBRE Report. Our Owned and Managed Portfolio has
increased in capacity by approximately 1.5 times, between the Academic Year 2023 and August 31, 2025, driving
organic growth in student accommodation intakes across several campuses.
300We also benefit from several structural advantages as according to the CBRE Report, on-campus student
accommodation is the preferred solution for students, HEIs and parents in comparison to unorganized off campus
student accommodation. For students, we provide a secure and comfortable living environment in close proximity
to academic facilities, equipped with amenities such as cafeterias, fitness centers, laundry services and stable
internet connectivity. Educational institutions benefit from our on-campus accommodation solutions, which
promote student safety and discipline, while providing a setting conducive to holistic development beyond
academics. We believe that our presence on campus delivers peace of mind and assurance to the parents, regarding
their child’s safety and well-being. Being an institutionalized, independent, scaled player with established track
record of operations with leading educational institutions, we believe we are strategically positioned to capitalize
on prevailing industry trends and sector tailwinds.
Our next phase of growth is centered on expanding our portfolio by increasing the number of student
accommodation beds and enhancing the capacity of our student accommodation assets, as well as pursuing
strategic acquisitions of additional K-12 Assets. We plan to achieve this through a balanced mix of acquisition of
student accommodation and K-12 Assets across our key cities in India, further strengthening our presence in these
markets. We are also actively pursuing opportunities to broaden our offerings through strategic adjacencies. For
further details in relation to our growth strategy and proposed acquisitions, see “-Our Growth Strategies – Pursue
organic and inorganic growth with prudent capital allocation” and “Expanding the Elevate platform by exploring
strategic adjacencies to our existing portfolio” on pages 306 and 308, respectively.
Our Competitive Strengths
Largest institutionalized and independent education platform in India trusted by leading education groups
We are the largest institutionalized and independent education platform engaged in owning, operating and
managing on-campus student accommodation across HEIs and owning K-12 Assets in India by student capacity
as of August 31, 2025, with a current capacity to cater to 94,758 students, as estimated in the CBRE Report. Our
student accommodation portfolio comprises 66,272 beds as of August 31, 2025, which according to the CBRE
Report, represents approximately 1.7 times the capacity of the next largest PMSA player and approximately five
times that of the third largest. According to the CBRE Report, with our 13 operational schools across nine locations
in India and Dubai in Gulf Cooperation Council (GCC), we are the largest player in terms of owing K-12 schools
in India, approximately twice the size of the next largest institutional property owner from India. Despite our
scale, as of Academic Year 2024-25, we serve only approximately 0.83% of the TAM of 11.45 million total
student enrollment in India, according to the CBRE Report, indicating significant future growth opportunities.
Since the acquisition of our Company in the Financial Year 2024, and in alignment with the strategic objectives
of our Promoters, we have expanded our portfolio to scale up managed beds within our student accommodation
portfolio and acquired K-12 Assets. For further details, see “– Overview” on page 294. Our in-house teams,
equipped with expertise in diligence, asset management and the deployment of integrated technology tools,
support all aspects of our operations. This internal capability, combined with our proficiency in deal sourcing, site
selection, development, asset acquisition, asset repositioning and community engagement, has enabled us to
expand our portfolio rapidly, growing to 66,272 Owned Beds and Managed Beds as of August 31, 2025 from
44,508 Owned Beds and Managed Beds in the Academic Year 2023. In addition, K-12 HoldCos have expanded
the K-12 Assets to 18 K-12 Assets from 12 K-12 Assets in the same period. We have since acquired two of these
K-12 Assets in Dubai, namely NLCS and HIS, from the Promoters in September 2025. Our Owned Portfolio and
Managed Portfolio for the Balance Sheet Date Group contributed approximately 99.24% and 0.76% of our revenue
from operations for Financial Year 2025, respectively, underscoring the strength and scalability of our integrated
platform. We have further advanced our asset-light business model, and we provide Community and Campus
Technology Services as a distinct business line within our Managed Portfolio. This evolution reflects our
commitment to leverage asset-light opportunities as a natural extension of our traditionally asset-heavy portfolio,
thereby enhancing our growth pipeline and operational flexibility.
Our consistent service standards and comprehensive solutions have helped us foster strong, long-term
relationships with leading educational institutions. For example, our association with HEI Haryana commenced
in Financial Year 2020 with the acquisition of 5,575 beds. Building on this foundation, we have expanded our
relationship to acquire an additional 1,528 Owned Beds and contracted 3,331 Managed Beds, as of August 31,
2025. Within the K-12 Assets business, K-12 HoldCos acquired land parcels adjacent to St. Andrews Keesara
Hyderabad (Telangana) (“St. Andrews Keesara”) and St. Andrews Suchitra on October 16, 2023 and February
14, 2025, respectively. This was done to support the expansion of these K-12 Assets through built-to-suit
development, i.e., customized campuses constructed on land parcels to meet the specified requirements of the
301respective K-12 Operators as they increase capacity and offer new curriculum. We intend to acquire these K-12
Assets and adjacent land parcels by utilizing the Net Proceeds of the Issue, thereby enabling us to deliver
comprehensive solutions to K-12 Assets. For further details, see “Objects of the Issue – Payment of the purchase
consideration for the acquisition of the K-12 Entities and Campuses ” on page 125.
Enhanced service offerings and superior campus experiences have also helped maintain high occupancy rate
across several student accommodation facilities. For instance, occupancy across our Owned Portfolio for student
accommodation was above 99.00% between Academic Years 2022-2023 and 2024-2025. As student intake
increases, we are well positioned to support further expansion in student accommodation capacity and provide a
range of solutions across development, ownership and management.
We believe our scale and track record provides us with strategic advantages in serving several large education
groups, across both K-12 education and higher education segments. Unlike other operators that are active in either
K-12 education segment or student accommodation segment, we are the only institutional entity with a presence
in both K-12 education and the organized on-campus PMSA segment in India, according to the CBRE Report.
Our institutionalized operations enable us to deliver consistent, quality services, drive operational efficiencies,
and develop a deep understanding of student needs, establishing us as a preferred brand for HEIs and K-12 Assets.
Strong operational capabilities and superior asset management expertise
We have established strong operating capabilities across the value chain, including pipeline sourcing,
development, acquisition, asset repositioning, infrastructure management, and student experience management.
We believe our strong operational execution allows us to consistently offer enriching student experiences. Our
operational capability is reflected in the growth of our student accommodation portfolio, which increased to
66,272 Owned Beds and Managed Beds as of August 31, 2025 from 44,508 Owned Beds and Managed Beds in
the Financial Year 2023, including the acquisition of ScholarZ.
We actively optimize our bed inventory to meet demand and enhance monetization opportunities through organic
expansion on existing campuses. For instance, at MUJ, we increased number of beds to 6,646 from 5,920 during
a period of heightened demand, i.e., at the beginning of the Academic Year 2026 (commencing August 2025 to
July 2026) by converting double occupancy beds to triple occupancy beds and repurposing 80 in-house staff beds
for student use. We have had similar temporary increases in the past, to meet heightened demand due to peak first-
year intake of students. Such temporary increase in the number of beds effectively alleviated short-term constraints
and increased revenue growth. Although these capacity enhancements are temporary measures pending the
construction of new HEI facilities, our market insight enables us to implement similar optimizations across our
portfolio as needed. Such initiatives resulted in incremental revenue growth, while preserving consistent levels of
service quality and student experience.
We regularly undertake asset enhancement initiatives across our portfolio to drive growth beyond inbuilt
escalations, enhance the student experience and support fee increases. These initiatives are integral to our strategy
of delivering superior value to both students and stakeholders. Key examples include:
302• Renovation and capacity expansion: At HEI Himachal Pradesh, the comprehensive renovation and
repurposing of the floor plans in two student accommodation blocks during the Financial Years 2024, resulted
in a 19% increase in the bed inventory in these two student accommodation blocks. The renovation generated
a return on investment (as defined in the contractual arrangement) of 20% on the capital expenditure incurred.
• Enhancement of value-added services: At MUJ, we have increased student engagement with our value-added
services. Annualized student utilization of gym services and laundry services increased to 3,112 students and
5,872 students, respectively, in Academic Year 2024-2025 from 1,713 students and 1,460 students, in
Academic Year 2022-23.
• Expansion of educational offerings: In the Financial Year 2025, K-12 HoldCos have expanded the pre-
primary offerings at St. Andrews Suchitra and St. Michaels (Alwal), Hyderabad (Telangana) (“St.
Michaels”), thereby increasing student capacity and establishing a robust feeder system that supports a
continuous educational pathway from pre-primary through secondary school.
• Ongoing refurbishment and upgrades: We have consistently invested in refurbishment and upgrades in our
portfolio, with capital expenditures of ₹276.30 million between the Financial Year 2023 and 2025, across our
Owned Portfolio for student accommodation for our Balance Sheet Date Group.
Commitment to superior student experience and well being
We are committed to providing a quality, student-centric experience across our student accommodations and K-
12 Assets. Our student accommodations and K-12 Assets are designed to create a ‘home away from home’, with
a focus on student satisfaction, well-being and a quality learning environment. This commitment is reflected in
the modern amenities and the support systems we provide.
Our campuses feature modern gyms, sports facilities, libraries and amphitheaters, complemented by a variety of
events such as music concerts and match screenings at each of our HEIs through the year. Our campuses also have
high-speed internet connectivity, largely provided by the institutions, to support academic and extracurricular
activities.
The safety of our students is of utmost priority to us, and all campuses are equipped with CCTV surveillance,
dedicated security staff, and ID cards. Most of our campuses have an on-site dispensary with medical staff and
first aid medications and MUJ has an on-site medical center. According to the CBRE Report, as of the Academic
Year 2024-25, three of the K-12 Assets forming part of our portfolio, namely, St. Andrews Suchitra, St. Andrews
Keesara and St. Michaels, are among the only five schools in India that have been awarded with the prestigious
WELL Health-Safety Rating, a globally recognized standard for health, safety and sustainability.
At HEIs, our engagement with students begins at onboarding and continues throughout their campus life. We
facilitate the provision of over 50,000 meals daily across HEIs in our Owned Portfolio, through a combination of
leased and managed dining facilities, implementing daily quality checks for all meals served. We manage over
1,562 service requests daily across our Good Host Spaces campuses, operating on an academic calendar averaging
300 days per year. Through our real-time application comprising services including meal bookings and academic
updates, a student is assisted approximately every 1.08 minutes. Comprehensive laundry and gym facilities, as
well as ancillary services, such as vending machines, further enhance the student experience and support our fee
structure. Managing operations across 15 HEIs and serving a capacity of 66,272 students as of August 31, 2025
requires significant operational expertise. Our ability to deliver standardized services at scale differentiates us
from our peers.
We leverage technology throughout the student journey, from onboarding and fee payment to daily service
requests. Our student-facing mobile applications, delivered in collaboration with third-party vendors, provide on-
demand staff support, event updates, facility bookings for sports complexes and streamlined payments, ensuring
a seamless and standardized experience for students on our HEI campuses.
Strategically located, quality modern portfolio
According to the CBRE Report, we are present across four of the top five K-12 educational hubs and three of the
top six HEI educational hubs, including cities like Jaipur in Rajasthan, Hyderabad in Telangana, Pune in
Maharashtra, Bengaluru and Mangalore in Karnataka, Chennai and Coimbatore in Tamil Nadu. Institute
credentials and quality student accommodation allow us to maintain strong occupancy rates at our university
campuses. During Academic Year 2024-2025, the occupancy rates across our Owned Portfolio was 99.47%,
compared to the estimated national average which according to the CBRE Report is 85-90% for our TAM.
303According to the CBRE Report, our K-12 Assets in prominent cities such as Hyderabad in Telangana, Chennai in
Tamil Nadu and Pune in Maharashtra are strategically located near dense residential areas and are well-connected
to transport and social infrastructure. Our K-12 Assets in these cities are operated by well recognized players. In
April 2025, we expanded into the GCC region with the acquisition of HIS Dubai, capitalizing on the attractiveness
of Dubai (UAE), which according to the CBRE Report, is due to Dubai’s government support, a wealthy and
diverse population and growing demand for high-quality education. According to the CBRE Report, HIS Dubai
is recognized as “Outstanding” by BSO as of April 2025 and rated “Very Good” by KHDA for Academic Year
2023-24.
Our commitment to quality and sustainability is demonstrated by the 5-star rating by the Green Rating for
Integrated Habitat Assessment (GRIHA) Council, awarded to our hostel block at MUJ.
Derisked business model with clear cash flow visibility and consistent growth and profitability
We achieved 94.04% and 99.47% occupancy across our Owned Portfolio (including County, which was vacant
and unleased as of August 31, 2025) of student accommodation assets as of August 31, 2025, and at the end of
Academic Year 2025, respectively. We employ a mix of asset ownership and asset-light management, optimizing
capital deployment and enhancing returns. We believe our track record in managing beds over the past three years
highlights our operational capabilities to educational institutions, positioning us as their trusted collaborator for
their ongoing and future expansion.
We typically enter into long-term contracts with HEIs and K-12 Operators, under which we own the asset and
entitled to occupancy guarantees which provides stable revenue, as well as protections linked to inflation and
operating costs. Other than for County, which is vacant as of August 31, 2025 and Woodstock, which is vacant
with effect from September 28, 2025, our contracts with HEIs for student accommodation in Owned Portfolio
generally range from 50 to 60 years, with annual escalations during the guaranteed escalation period. We have a
proven track record of realizing these contractual escalations over the past eight years. Most of our contracts for
our student accommodation portfolio also include exclusivity and non-compete clauses, and in certain contracts,
we have procured a right of first fill (“ROFF”) clause, securing future inventory and reinforcing our market
position.
Our operations in the student accommodation business benefit from negative working capital cycle, as student
fees are received in advance at the start of each Academic Year or semester. In the K-12 Assets business, our
contracts are structured on a triple net basis, with K-12 Operators responsible for insurance, property taxes and
maintenance charges in addition to the base rent. Our long-term agreements ensure cash flow visibility and
resilience across economic cycles, as demonstrated during COVID-19 pandemic, when minimum occupancy
guarantees and long-term rental agreements protected our revenue streams. The predictability of our cash flows
emanating from our existing contractual arrangements under HEIs enables us to allocate capital to ROCE accretive
projects and pursue strategic acquisitions to further scale our operations.
304We have demonstrated strong growth from the Academic Year 2023 to August 31, 2025, during which we have
added 21,764 beds and six K-12 Assets in our portfolio, on a Post-Acquisition Group basis. We expanded our
footprint to 21 cities and 33 institutes, including K-12 Assets under greenfield and brownfield development, by
August 2025 from 17 cities and 23 institutes in the Financial Year 2023. The acquisition of the student
accommodation business of ScholarZ in April 2025 further strengthened our management services capabilities
through the integration of 340-member team as of August 31, 2025.
Our cost management and operational capabilities have driven consolidated growth in certain financial metrics
for our Balance Sheet Date Group. Our total income, increased at a CAGR of 14.44% to ₹3,941.27 million for the
Financial Year 2025 from ₹3,009.17 million for the Financial Year 2023. Further, our Return on Adjusted Capital
Employed has increased to 10.02% for the Financial Year 2025 from 9.78% for the Financial Year 2023. Further,
as at March 31, 2025, our Net Debt on a proforma basis stood at ₹ 13,938.57 million which implied a Net Debt to
EBITDA ratio of 3.42 for the 12 months ended March 31, 2025.
Highly experienced senior management team
Our management team’s deep domain expertise and strategic leadership has been instrumental in scaling our
portfolio. Our leadership team comprises two Key Managerial Personnel and four Senior Managerial Personnel,
who oversee and optimize daily operations, ensure effective coordination across departments and HEIs and drive
alignment with our strategic objectives and long-term vision. Our team has in-depth experience in education, real
estate investment, facility management, project management, real estate development and financial control. Our
key managerial personnel have several years of relevant industry experience.
Key members of our management team include our Chief Operating Officer, Stanislos Simon D’Britto, our Chief
Financial Officer, Vinod Raja Rao and our Chief Investment Officer, Ajay Kumar. For further details, see “Our
Management – Key Managerial Personnel and Senior Management” on page 372.
Our Growth Strategies
Leverage significant growth opportunities in a large, underserved market
India’s education system is the largest globally in terms of K-12 enrolments and second largest in terms of HEI
enrolments as of Academic Year 2023-24 and has witnessed a significant shift to private sector educational
institutions over the last two decades, according to the CBRE Report. In recent years, K-12 Operators have
increasingly adopted asset-light models, optimized capital allocation and enabling focus on core academic
offerings, according to the CBRE report. For further details in relation to our market opportunity, see “-Overview
– Our Market Opportunity” on page 300.
Within the student accommodation segment, there is an opportunity for the organized third-party providers to
address the estimated demand-supply gap of approximately 0.21 million beds within the target addressable market,
according to the CBRE Report. This gap presents a unique opportunity for greenfield development. As of August
31, 2025, our student accommodation portfolio comprises 16,934 Owned Beds, representing approximately 0.48%
of the TAM, indicating substantial headroom for expansion. Further, as of August 31, 2025, we cater to a capacity
of 0.36% of the K-12 school TAM enrolments, according to the CBRE Report.
305Source: CBRE Report
Note:
(1) Includes on-campus student accommodation beds and off-campus PMSA beds.
We believe that our offerings across both K-12 Assets and student accommodation, our operational capabilities
position us well to benefit from the ongoing expansion and increasing privatization of the education sector. Our
established relationships with key stakeholders enable us to secure management, ownership and development
contracts for additional capacity, while our scale provides significant advantages in vendor negotiations, retail
outlet arrangements and operational efficiencies, supporting revenue growth and profitability.
Further, we believe our reputation as a trusted collaborator allow us to deliver a comprehensive range of offerings
across ownership, management, greenfield and built-to-suit development to large education groups in both the
student accommodation and K-12 Assets businesses.
Pursue organic and inorganic growth with prudent capital allocation
We are committed to disciplined growth through a balanced combination of organic and inorganic initiatives,
underpinned by prudent capital allocation and operational execution. Our strategy is designed to maximize returns
from our existing portfolio while selectively expanding our footprint in high-potential markets.
306Organic growth
Annual escalations through contractual provisions
We drive revenue and margin expansion through contractual escalations in both owned school accommodation
and K-12 Assets business verticals. Since April 1, 2025, we have acquired HIS Dubai and NLCS Dubai,
highlighting potential revenue and margin expansion going forward.
We acquired Elevate UAE Assetco Holdings Pte. Ltd. (including its subsidiaries, Souk HIS UAE, Souk NLCS
UAE, Souk HIS Singapore and Souk NLCS Singapore), on September 23, 2025; and Shri Ram Universal School
in Chennai (Tamil Nadu) (“Shri Ram Chennai”) on March 28, 2025. As per our contract terms, revenue from
Elevate UAE Assetco Holdings Pte. Ltd. and Shri Ram Chennai are as below:
Starting
quarterly Starting
Name of entity rental as per quarterly rental
Lease Agreement Effective Rent
owning the K-12 Lease End Date the terms of as per terms of
date Start Date
Asset the contract the contract (in ₹
(in AED million)
million)
October 29,
Souk HIS UAE April 30, 2025 April 30, 2025 8.70 202.49(1)
2034
August 21, February 20,
Souk NLCS UAE August 21, 2025 10.31 240.03(1)
2025 2035
March 28,
PE Chennai September 24, 2025 March 27, 2045 - 23.16
2025
Note:
(1) As of March 31, 2025, 1 AED = ₹23.28 rupees.
Asset upgrades and inventory optimization
We intend to optimize the performance and capacity of our current assets, as well as through the introduction of
ancillary services and asset enhancements, such as retail outlets, cafeterias and fitness centers, across our portfolio.
These initiatives are complemented by targeted infrastructure upgrades, including conversion of double
occupancy rooms to triple occupancy, where appropriate, and the addition of primary school sections in select K-
12 Assets to drive capacity expansion.
Greenfield and Brownfield development initiatives
We are also focused on unlocking value from underutilized assets within our portfolio, such as the Shri Ram,
Chennai, St. Andrews Suchitra and St. Andrews Keesara schools, by identifying opportunities to expand capacity
within the same facility or in adjacent locations to cater to student demand. We aim to focus on reinvesting and
deploying funds on capital accretive projects, such as the renovation in HEI Himachal Pradesh where we generated
a return on investment (as defined in the contractual agreement) of 20% on the capital expenditure incurred. Our
asset management capabilities enable us to identify and execute on opportunities to enhance yields and operational
efficiency.
We continue to invest in the development of new facilities to meet the growing demand in our target markets.
Below is a representation of our secured development pipeline assets in our Owned Portfolio along with the
estimated timeline:
Number of beds /
S. Estimated timeline Expected Capital
Business Built up Area
No Name of Institution for completion of Expenditure
vertical upon completion
. development (in ₹ million)
of development
Student
Premier technology
1. Accommod ~1,878 beds Financial Year 2028 1,719.60
institute in South India*
ation
~60,000 sq. ft. of
2. St. Andrews Keesara K-12 Assets Financial Year 2028 300.00
Built-up Area
St. Andrews Suchitra
~182,000 sq. ft. of
3. (Brownfield K-12 Assets Financial Year 2028 900.00
Built-up Area
Development)
307Number of beds /
S. Estimated timeline Expected Capital
Business Built up Area
No Name of Institution for completion of Expenditure
vertical upon completion
. development (in ₹ million)
of development
St. Andrews Suchitra
~95,000 sq. ft. of
4. (Greenfield K-12 Assets Financial Year 2028 500.00
Built-up Area
Development)#
* We have received the letter of award for a greenfield development of student accommodation at a premier technology institute in South
India, in September 2025.
# The expansion of St. Andrews Suchitra includes land parcels for two planned schools.
Inorganic growth
Our inorganic growth strategy is supported by dedicated acquisition team with a demonstrated track record of
sourcing and executing value-enhancing transactions. Our acquisition strategy for the student accommodation
business, targets HEIs based on academic reputation, historical enrolment patterns, governance standards and
anticipated growth. For the K-12 Assets business, we target schools that have a proven academic record, strong
local community reputation and demonstrated enrolment growth potential. For further details in relation to our
acquisition strategy in the student accommodation business and K-12 Assets business, see “- Description of our
Business – Identification and Expansion Strategy” on page 322.
Below is a representation of our secured pipeline of signed and under acquisition assets, across both the K-12
Assets and student accommodation businesses, along with the timeline:
Portfolio (Owned
S. Name of Business Estimated timeline Expected Capital
/ Managed)
No. Institution vertical of acquisition Expenditure
HEI located in Student
1 Owned Financial Year 2026
Uttarakhand Accommodation
HEI located in
Student
2 Gujarat (“HEI Owned Financial Year 2027 ₹8,220.25 million
Accommodation
Gujarat”)*
Jain International
3 K-12 Assets Owned Financial Year 2027
Residential School
* The timeline for completion of the acquisition of the student accommodation undertaking of HEI Gujarat remains subject to the outcome of
an ongoing litigation involving the sponsor body of HEI Gujarat.
Management contracts
As large education groups seek to monetize their assets and expand through collaborations with private operators,
we are well positioned to assume ownership and management responsibilities across both K-12 and higher
education segments. Our managed contracts and asset-light opportunities enable us to leverage our operational
expertise and value-added services to drive growth with limited capital outlay, supporting the expansion of our
managed portfolio and enhancing ROCE. In addition to student accommodation blocks within HEIs, we also see
the development of academic blocks as a highly capital efficient mechanism of strengthening our platform’s value
proposition.
Expanding the Elevate Platform by exploring strategic adjacencies to our existing portfolio
We are actively pursuing opportunities to broaden our Elevate Platform through strategic adjacencies including
collaborating with foreign HEIs, engaging with leading public HEIs and expanding our off-campus offerings.
Recent regulatory developments have facilitated the entry of foreign HEIs in India. Our experience in managing
assets for India’s leading HEIs and our scale positions us to participate in the tenders and collaborations with these
HEIs as they establish campuses in India. Further, the adoption of public-private partnership models by leading
public institutions, such as Indian Institute of Technology and Indian Institute of Management, as per the CBRE
Report, presents opportunities to provide student accommodation and related services under long-term contracts.
In addition, we are exploring growth opportunities in off-campus student housing, particularly in micro-markets
where demand exceeds on-campus capacity. According to the CBRE Report, hostel intake for HEIs in India stands
at 18%-19% of student enrolments, as of Academic Year 2021-22. The off-campus segment is also highly
fragmented with several unorganized PG facilities and private operators providing accommodation facilities to
308students, according to the CBRE Report. Our deep market insights enable us to identify and develop feeder
facilities adjacent to or in close proximity to existing campuses.
Continue to invest in data analytics and technology enabled solutions to drive business growth and enhance
operational efficiency
We are committed to ongoing investment in technology to enhance the student experience and support the
scalability of our managed business. We also seek to optimize our internal processes, allocation of resources and
service models to improve productivity and cost efficiency. Further, we aim to reduce operational redundancies
and enable seamless coordination across functions with the deployment of integrated technology tools and data-
driven insights. Our technology platform streamlines operations for a capacity of 66,272 students as of August
31, 2025, automating processes such as parcel management and service request fulfillment.
We are advancing the integration and enhancement of our mobile applications to improve service offerings for
students residing in our student accommodation facilities. The initial focus of the application is to enhance the
student experience by enabling real-time management and tracking of student service requests, streamlining
student onboarding processes, monitoring fee payments, improving smart infrastructure, creating a digital
ecosystem, and fostering community engagement. As the application evolves, we intend to generate revenue by
integrating a range of value-added features classifieds, mobile SIM registrations, student loan offerings, enhanced
learning tools, such as e-learning integrations and a marketplace for third-party education content providers,
targeted advertising, including educational push notifications, skill-based learning modules, test preparation
resources, the anonymization and sale of user data insights to relevant institutions with strict adherence to
applicable data privacy regulations and contractual obligations. For further details, see “– Description of our
Business – Information Technology” on page 326.
These initiatives are designed to create a comprehensive digital ecosystem that supports student life while
establishing multiple, scalable revenue streams.
Description of our business
Business verticals
We own, operate and manage on-campus student accommodation and own K-12 Assets. Through our
comprehensive offerings, we are positioned to address the evolving needs of students at each stage of their
academic development.
Student Accommodation
Owned Portfolio
We own, operate and manage student accommodation for HEIs. Our portfolio primarily comprises hostel
buildings, and in one instance, includes academic buildings and the underlying land, acquired through a
combination of sale deeds and lease deeds with the respective HEIs, as applicable. Our long-term arrangements
with HEIs are governed by hostel service agreements (“HSAs”), typically ranging from 50 years to 60 years,
which govern the terms of ownership, operation and management of these facilities. HSAs are generally
terminable only in limited circumstances, such as (i) acquisition or requisition of leased buildings by government
authorities; (ii) loss of access or inability to peacefully occupy leased buildings for more than 60 days due to
actions or omissions attributable to the lessor, or as a result of certain decrees, orders, or attachments affecting the
building; or (iii) breach of representations, warranties, or material covenants by the lessor under the lease
agreements. Termination of HSAs under these circumstances typically requires the payment of termination
charges.
Our development strategy encompasses both brownfield and greenfield projects. Brownfield initiatives involve
the redevelopment, refurbishment, expansion or acquisition of existing student housing facilities. These initiatives
are designed to increase capacity, modernize infrastructure, and optimize land utilization within established
campus environments.
We also pursue greenfield development opportunities, which involve the construction of new student
accommodation facilities on undeveloped or previously underdeveloped land. These projects are undertaken to
support the expansion needs of HEIs and to address the growing demand for purpose-built student housing. We
309acquire land parcels either independently or in collaboration with HEIs and oversee the development of student
accommodation facilities from inception through completion. Our greenfield development strategy includes
participation in tenders for the development of new student accommodation facilities. For instance, in September
2025, we received the letter of award for a greenfield development of student accommodation at a premier
technology institute in South India, for developing a student accommodation with 1,878 beds which is expected
to be completed during the Financial Year 2028. Our involvement in greenfield projects enables us to expand our
footprint and contribute to the creation of new student accommodation facilities.
We collect hostel fees, in advance, directly from students, either on a semi-annual or annual basis. In certain cases,
depending on the HEI, these fees may include charges for hostel accommodation, security deposit, facilities
management, laundry, and other value-added services. Certain of our student accommodations at HEIs are
primarily residential in nature for offline programs, requiring all students to reside on campus and thereby ensuring
a stable and recurring demand for hostel accommodation.
Our HSAs incorporate structured revenue guarantees and occupancy commitments from HEIs, ensuring
predictable cash flows. These arrangements may include guaranteed revenue or EBITDA linked to the occupancy
rates, escalation of rental fees which at predetermined intervals or annually at predetermined rates for a certain
duration followed or based on market survey exercise, as per the terms of the arrangements with the HEIs, and
revenue protection mechanisms, such as ROFF for acquiring and operating additional student accommodations,
formula based revenue protection mechanisms in the event of a decrease in student intake which adversely affects
the revenue, wherein the deficit in revenue is paid by the HEI, among others. For instance, if guaranteed occupancy
rates are not met, the HEI is required to compensate us for the revenue or EBITDA shortfall based on a pre-agreed
formula within the specified timelines. In certain cases, repeated occupancy shortfalls provide us with contractual
remedies, including a put option allowing us to sell the hostel buildings back to the HEIs. Fee escalations are
contractually predetermined to address anticipated increases in fixed and operating costs. In certain cases, fee
adjustments are indexed to changes in the consumer price index (“CPI”).
These arrangements enable HEIs to monetize their non-core assets while outsourcing the operational
responsibilities of hostel infrastructure and reallocate resources towards the expansion of academic infrastructure
student enrollment, while allowing them to focus on delivering education.
In collaboration with HEIs, we are able to offer students a dynamic, on-campus living experience through
technology-enabled student accommodation. The facilities are designed to meet the evolving needs of students
and offer a comprehensive suite of value-added services, such as laundry, dining (mess), maintenance,
housekeeping, and streamlined check-in and check-out processes. To ensure that our facilities remain modern and
well-equipped, we regularly invest in capital improvements to enhance the underlying infrastructure. Our capital
expenditure incurred for purchase of property, plant and equipment and investment property and purchase of
intangible assets amounted to ₹69.88 million and ₹0.27 million respectively in the Financial Year 2025, ₹94.28
million and ₹6.97 million respectively in the Financial Year 2024 and ₹104.63 million and ₹0.27 million
respectively in the Financial Year 2023.
We also enhance campus ecosystems by integrating retail outlets within our student accommodation
developments. Through ownership of these retail spaces, we generate additional income streams while providing
value-added amenities to students.
As of August 31, 2025, we have five owned properties across our student accommodation business.
Managed portfolio
Our managed portfolio for student accommodation comprises assets operated under short to medium term
management contracts with HEIs, for a term typically up to five years. Our managed portfolio includes student
accommodations operating under the brand name of ‘Good Host Spaces’ as well as the student accommodations
operating under the brand name of ‘ScholarZ’, which was acquired by Elevate Hostel Management Services, a
subsidiary of our Company, in April 2025. Ownership of the underlying properties is retained by HEIs and
operational control is exercised by us pursuant to two models, namely full-service model and the supervision-only
model.
• Full-service model: We serve as an outsourced operator and assume end-to-end operational responsibility for
student accommodation facilities, encompassing facilities management, security, dining services,
housekeeping, and community engagement initiatives, minor repairs and maintenance works, all supported
310by our digital applications. We are responsible for all operating costs, including maintenance, utilities, and
staffing. We also deliver Community and Campus Technology Services such as media coverage of HEIs and
organizing community events at the HEIs.
• Supervision-only model: We provide supervisory personnel to oversee student accommodation operations,
while the HEIs retain responsibility for managing the blue-collar workforce and associated operating costs.
Revenue is derived from management fees, payable on a monthly basis, the structure of which is determined by
the terms of our agreements with HEIs. As of August 31, 2025, we manage 14 student accommodation facilities
across our Managed Portfolio, comprising 11 properties under the full-service model and three properties under
the supervision-only model.
K-12 Assets
With respect to the K-12 Assets business, we strategically acquire schools’ land and buildings across key
metropolitan and emerging urban centers in India and Dubai (UAE). These K-12 Assets we own are affiliated
with leading education boards such as Central Board of Secondary Education (“CBSE”), Indian Certificate of
Secondary Education (“ICSE”), International General Certificate of Secondary Education (“IGCSE”),
International Baccalaureate (“IB”), Cambridge Assessment International Education (“CAIE”) and British
Curriculum.
Our business model primarily involves the acquisition of existing K-12 Assets through definitive sale agreements.
Following acquisition, we lease school properties to K-12 Operators under long-term agreements that provide for
predetermined rental payments and scheduled rent escalations, with renewal options available upon expiration of
the initial lease term. We retain full ownership of these properties throughout the lease period. We utilize the triple
net lease model for such K-12 Assets, wherein the operators assume responsibility for all operating expenses
associated with the property, including maintenance, insurance and property taxes, in addition to the base rent.
This approach enables us to maintain a stable and predictable income stream while minimizing our exposure to
fluctuations in operating costs.
In select cases, we undertake brownfield development projects, which may include the redevelopment and
expansion of existing K-12 Assets. These projects typically involve upgrading support facilities such as sports
facilities, sanitation and landscaping, as well as façade uplifts and aligning other amenities with current regulatory
and curriculum standards. For instance, Purelearn Eduinfra Bownepally Private Limited (“PE Bowenpally”) and
St. Michaels Educational Services Private Limited (“SMESPL”) have expanded pre-primary offerings at St.
Andrews Suchitra and St. Michaels, respectively, in Financial Year 2025. For further details in relation to these
expansions, see “– Our Growth Strategies – Pursue organic and inorganic growth with prudent capital
allocation” on page 306. These improvements are directly correlated with the potential for revenue growth for
the operators. When we invest capital to upgrade or enhance the infrastructure of our K-12 Assets, we are entitled
to receive increased rental payments from the respective K-12 Operators. During Financial Years 2025 and 2024,
PE Bowenpally incurred capital expenditures to improve the infrastructure of St. Andrews Keesara and St.
Andrews Suchitra aggregating to ₹200.94 million (excluding purchase consideration for St. Andrews Suchitra
expansion) and ₹40.62 million, respectively. As of August 31, 2025, PE Bowenpally has three K-12 Assets under
greenfield and brownfield development, i.e. two at St. Andrews Suchitra and one at St. Andrews Keesara.
As of August 31, 2025, our K-12 Assets portfolio on a Post-Acquisition basis has 16 K-12 Assets (including three
schools under development and two student accommodation facilities managed by the relevant HEIs) in India and
two K-12 Assets in Dubai, UAE. As on the date of this Draft Red Herring Prospectus, all the K-12 Assets in our
portfolio have appointed Cappella Eduinfra Private Limited (“Cappella”) as their asset manager for a pre-agreed
fee. Cappella is an affiliate of our Promoters. Our Company and Cappella do not have any common pursuits.
Portfolio
Student Accommodation
Owned Portfolio
The following table presents certain summary information about our Owned Portfolio for our student
accommodation business:
311Name of Number of beds (#) Number of Students(#) Occupancy (Owned Beds)(%)(4)
HEI/
2025 2024 2023 2025* 2024* 2023* 2025* 2024* 2023*
property
HEI
7,103 7,103 5,783 7,103 7,103 5,783 100.00% 100.00% 100.00%
Haryana
MUJ 5,920 5,920 5,920 5,920 5,920 5,920 100.00% 100.00% 100.00%
HEI
Himachal 1,739 1,739 1,604 1,739 1,739 1,604 100.00% 100.00% 100.00%
Pradesh*
Woodstock
1,162 1,162 1,162 1,162 1,162 1,162 100.00% 100.00% 100.00%
(1)
One HEI
in
Karnataka
1,061 1,061 1,061 1,050 1,047 1,020 98.96% 98.68% 96.14%
(“HEI
Karnatak
a”)(2)
County(3) 1,010 1,010 1,010 926 1,010 1,010 91.67% 100.00% 100.00%
Total 17,995 17,995 16,540 17,900 17,981 16,499 99.47% 99.92% 99.75%
* Average for the relevant Academic Year.
Notes:
(1) The student accommodation at Woodstock is vacant with effect from September 28, 2025. For details, see “Risk Factors – Our
County and Woodstock assets are currently vacant and any delay in their leasing could adversely affect our business, results of
operations, financial condition, and cash flows.” on page 53.
(2) On April 9, 2025, we transferred our rights, title and interest in the student accommodation business at HEI Karnataka and
surrendered the leasehold rights over the underlying land to it. For details, see “Risk Factors – The sale of our student
accommodation business at HEI Karnataka, may affect our business, results of operations, financial condition and cash flows.”
on page 44.
(3) On June 30, 2025, we terminated the lease for County. As of August 31, 2025, the student accommodation at County is vacant and
unleased. For details, see “Risk Factors – Our County and Woodstock assets are currently vacant and any delay in their leasing
could adversely affect our business, results of operations, financial condition, and cash flows.” on page 53.
(4) Occupancy (Owned Beds) is calculated as total Owned Beds occupied in the year divided by total Owned Beds in the respective
year.
Managed Portfolio
The following tables presents certain summary information about our Managed Portfolio for our student
accommodation business:
Number of beds (#)
Name of HEI/ property August 31,
2025* 2024* 2023*
2025
Beds for our Managed Portfolio under Elevate
Campuses Limited (Formerly known as Good Host 7,346 6,231 3,783 -
Spaces Limited)
Beds for our Managed Portfolio under ScholarZ 41,992 39,597 30,222 27,968
Total 49,338 45,828 34,005 27,968
* Average of relevant Academic Year.
K-12 Assets
The following tables presents certain summary information about our Owned Portfolio for our K-12 Assets:
Area* Leasable
Year of expiry of
Name Location Amenities (in Area (sq. Affiliation
lease
acres) ft.)
Jain Bengaluru, Indoor and outdoor 37.10 850,284 CAIE, IB, FY 2039
International Karnataka sports and CBSE
Residential recreational
School facilities, including
an Olympic size
pool, theatre,
auditorium and air-
conditioned student
accommodations.
312Area* Leasable
Year of expiry of
Name Location Amenities (in Area (sq. Affiliation
lease
acres) ft.)
St. Andrews Hyderabad, Outdoor sports and 4.08(5) 208,621 CBSE FY 2037
Suchitra Telangana recreational
facilities, including a
kid’s swimming
pool and play area,
infirmary and an
open air theater.
Expansion of Hyderabad, NA 5.15(6) NA NA NA
St. Andrews Telangana
Suchitra^
St. Michaels Hyderabad, Outdoor sports, 2.67 132,243 CBSE FY 2039
Telangana recreational facilities
and infirmary.
Sancta Maria Hyderabad, Outdoor sports, 4.99 171,293 CAIE FY 2040
Telangana recreational facilities
and infirmary.
St. Andrews Hyderabad, Outdoor sports and 3.80 70,654 CBSE FY 2037
Keesara Telangana recreational
facilities.
Expansion of Hyderabad, NA 3.78(6) NA NA NA
St. Andrews Telangana
Keesara
Shri Ram Chennai, Auditorium, library, 2.2 185,000 CBSE FY 2046
Chennai(1) Tamil Nadu indoor and outdoor
sports and
recreational
facilities, and music
and dance studios.
K-12 School Pune, Outdoor sports, 2.13 69,889 CAIE, CBSE FY 2048
Pune Maharashtra recreational facilities
and infirmary.
Jain Public Chintamani, Indoor and outdoor 6.4 95,339 CBSE FY 2047
School Karnataka sports and
recreational
facilities, including
swimming pool, and
a multi-purpose hall.
Jain Public Tumkur, Indoor and outdoor 3.52 57,434 CBSE FY 2047
School Karnataka sports and
recreational
facilities, including
swimming pool, and
a multi-purpose hall.
Jain Public Kadiri, Andhra Indoor and outdoor 3.5 49,029 CBSE FY 2047
School Pradesh sports and
recreational
facilities, including
swimming pool, and
a multi-purpose hall.
Jain Public Korba, Indoor and outdoor 2.78 40,144 CBSE FY 2047
School Chhattisgarh sports and
recreational
facilities, including
organic vegetable
garden-ing area and
a multi-purpose hall.
HIS Dubai (2) Dubai, UAE Indoor and outdoor 9.04 359,485# British FY 2045 (3)
sports and Curriculum
recreational
facilities, including
swimming pool,
dedicated music and
tech studios and
313Area* Leasable
Year of expiry of
Name Location Amenities (in Area (sq. Affiliation
lease
acres) ft.)
labs, gymnasium, an
indoor multi-
purpose hall, and
parents’ lounge.
NLCS Dubai Dubai, UAE Outdoor sports and 9.49 425,921# IB FY 2045 (3)
(2) recreational
facilities, including
swimming pool,
music facilities and
drama and blackbox
studios and labs,
gymnasium, an
indoor multi-
purpose hall, and
parents’ lounge.
SET Hostel (4) Bengaluru, Indoor sports, 7.68 271,572 NA FY 2039
Karnataka gymnasium and
counselling rooms.
IFIM College Bengaluru, Indoor and outdoor 2.43 73,351 NA FY 2037
Hostel (4) Karnataka sports, recreational
facilities,
gymnasium and
counselling rooms.
* As per lease deed.
# Total built-up area in square feet, as leasable area is not applicable in Dubai, UAE. 1 square meter = 10.764 square feet.
^ The expansion of St. Andrews Suchitra includes land parcels for two planned schools.
Notes:
(1) On March 25, 2025, we invested in optionally convertible debentures of PE Chennai, which owns Shri Ram Chennai. Subsequently, on
March 28, 2025, PE Chennai acquired the land and building assets of Shri Ram Chennai pursuant to a registered sale deed. For details,
see “History and Certain Corporate Matters” on page 336.
(2) HIS Dubai and NLCS Dubai were acquired on September 23, 2025 by our Company through the acquisition of shares in Elevate UAE
Assetco Holdings Pte. Ltd.
(3) Initial lease of 9 years and 6 months with renewal period of 9 years and 6 months.
(4) SET Hostel and IFIM College Hostel are student accommodation facilities owned by K-12 HoldCos and managed by the relevant HEIs.
We intend to acquire PE Ramanagara and CE Bangalore that own these student accommodation facilities using the Net Proceeds of the
Issue. For details, see “Objects of the Issue” and “Proposed Acquisitions” on pages 123 and 270, respectively.
(5) Total area is 9.2 acres which include both developed area and proposed built up area.
(6) Since the assets are under expansion, proposed built-up area is mentioned.
In addition to our Owned Portfolio and Managed Portfolio, we also have long-term, infrastructure-linked
arrangements with certain HEIs where we own the underlying hostel infrastructure. These assets are leased to the
respective HEI under long-term, triple net lease agreements pursuant to which the operators assume responsibility
for all operating expenses associated with the property, including maintenance, insurance and property taxes, in
addition to the base rent. This model enables us to maintain asset ownership while ensuring rental cash flows
without being involved in the day-to-day operations or management of the hostel services.
Recent Acquisitions
As part of our growth strategy, we have undertaken a series of acquisitions focused on our student accommodation
and K–12 Assets businesses. These acquisitions align with our strategy of expanding our portfolio across our
businesses. Details of certain recent completed acquisitions are set out below:
• ScholarZ: On April 11, 2025, we acquired ScholarZ, a hostel management business, through our subsidiary,
Elevate Hostel Management Services Private Limited (formerly Good Host Spaces Management Services
Private Limited) pursuant to business transfer agreement dated February 28, 2025 and amendment agreement
dated April 10, 2025. ScholarZ provides services related to the administration and management of the student
accommodation facilities, including dining, laundry and facilities management services.
• HIS Dubai: On April 18, 2025, Souk HIS Holdings Pte. Ltd., a subsidiary of Elevate UAE Assetco Holdings
Pte. Ltd., acquired the land and building assets of Souk HIS Holdings Limited, pursuant to a sale and purchase
314agreement. The acquired land encompasses a total area of 9.04 acres. Subsequently, on September 23, 2025,
we acquired Elevate UAE Assetco Holdings Pte. Ltd.
• NLCS Dubai: On August 8, 2025, Souk NLCS Holdings Pte. Ltd., a subsidiary of Elevate UAE Assetco
Holdings Pte. Ltd., acquired the land and building assets of Souk NLCS Holdings Limited, pursuant to a sale
and purchase agreement. The acquired land encompasses a total area of 9.49 acres. Subsequently, on
September 23, 2025, we acquired Elevate UAE Assetco Holdings Pte. Ltd.
Further, we intend to utilize a portion of the Net Proceeds of the Issue for the acquisition of K-12 Entities and
Campuses from their respective shareholders. For details, see “Objects of the Issue” on page 123.
Additionally, to align with our long-term strategy of expanding our portfolio across our businesses, on March 25,
2025, we invested in optionally convertible debentures aggregating to ₹1,200.00 million in PE Chennai, which
owns Shri Ram Chennai as on the date of this Draft Red Herring Prospectus. Subsequently, on March 28, 2025,
PE Chennai acquired the land and building assets of Shri Ram Chennai pursuant to a registered sale deed. For
details, see “History and Certain Corporate Matters” on page 336.
Asset Descriptions
Manipal University, Jaipur
Our student accommodation facility at MUJ is a fully integrated, on-campus residential complex comprising 11
housing blocks, located in Dehmi Kalan, Jaipur, Rajasthan. Situated within a 122-acre campus, this facility serves
as a key feature by providing a quality residential experience to the students. The accommodation facilities are
centrally air-conditioned and equipped with contemporary amenities designed to enhance comfort and
convenience for residents.
The accommodation is designed to foster a community-oriented environment that promotes academic
engagement, personal growth, and student well-being. Each residential block features modern furnishings, high-
speed internet access, centralized air conditioning, and 24-hour power backup, with an emphasis on safety,
convenience, and functionality. Digital dashboards and CCTV surveillance are utilized throughout the facility to
ensure a secure and efficiently managed living environment. The residential complex is directly connected to the
academic campus through an underpass, providing safe and convenient access for students.
MUJ, established in 2011, is part of the Manipal group, which operates multiple educational institutions across
India and globally. MUJ offers an extensive range of undergraduate, postgraduate, and doctoral programs in
disciplines including engineering, business management, architecture, design, humanities, law, and commerce.
MUJ emphasizes interdisciplinary learning and research-led pedagogy, maintains several research centers and has
established strategic tie-ups with leading global universities and corporations. MUJ is the first private university
in Rajasthan to receive the NAAC A+ accreditation, according to the CBRE Report. In the 2024 NIRF university
rankings, MUJ was ranked 64th out of 10,845 participating institutions. MUJ was also recognized in the QS World
University Rankings, where it was ranked 222 in the Asian University Rankings - Southern Asia 2025,
underscoring its expanding regional and international reputation for academic excellence and research output.
The residential facilities, operated by our Company, include the following facilities:
• Room Types: Single, double, and triple occupancy rooms, each air-conditioned and furnished with beds,
study desks, wardrobes, and en-suite bathrooms;
• Dining Services: Dining facilities with a seating capacity of approximately 6,000;
• Laundry Services: Centralized laundry services with washing machines;
• Housekeeping and Maintenance: Routine housekeeping and maintenance services to ensure a clean and well-
maintained environment;
• Security and Medical Services: 24-hour security surveillance and attendance systems;
• Medical Services: On-site medical facilities, including nurses and ambulance services;
• Recreational Facilities: Gymnasium, squash, basketball, volleyball, badminton, jogging track, futsal court
and an indoor recreation room;
• Digital Services: Access to a customized student service application for real-time updates and service
requests; and
315• Retail outlets: Multiple retail outlets including restaurants, cafes, travel agencies, a pharmacy, ice-cream
parlors and a salon.
Key Details and Operational Metrics
The following table sets forth certain key details for the student accommodation facilities operated by us at MUJ,
as of August 31, 2025:
Particulars Details
Location Dehmi Kalan, Jaipur, Rajasthan
Asset Type Student accommodation
Ownership
Operating Entity Our Company
Ownership Percentage 100%
Land Details
Land Title Leasehold
Land Area 16.57 acres
Land Lease Tenor 30 years
Residual Land Lease Tenor 22 years
Infrastructure
Total Built-up Area 1,105,520 sf
Student Accommodation Blocks 11 housing blocks, all ground + 5 stories
We increased the number of retail outlets and created more common
Refurbishment areas for students.
Air-conditioning Centrally air-conditioned and heated
Building ownership Freehold
The following table sets forth certain operational metrics for student accommodation facilities operated by us at
MUJ, for the periods indicated:
Academic Year 2024- Academic Year 2023- Academic Year 2022-
Particulars
2025 2024 2023
Owned Beds 5,920 5,920 5,920
Number of Owned Beds occupied 5,920 5,920 5,920
Occupancy (Owned Beds) % (1) 100% 100% 100%
Average annual fees/student (₹) (2) 165,454 149,410 140,695
* Student Accommodation Beds here refers to capacity owned and managed by the Company.
Notes:
(1) Occupancy (Owned Beds) is calculated as total owned beds occupied in the year divided by total Owned Beds in the respective year.
(2) Average fee is calculated as total fees for the academic year divided by Occupancy.
Images
Set forth below are images from the MUJ campus and the student accommodation facilities that we operate:
HEI Haryana
316Located within the all -residential campus of HEI Haryana, our student accommodation is fully integrated within
HEI Haryana’ academic and residential environment. The facility comprises 11 housing blocks and is designed to
provide students with a comprehensive and quality campus living experience.
The accommodation features modern interiors, centralized air-conditioning, wireless internet accessibility, and a
range of recreational amenities that foster a community-oriented environment. Key amenities include a
gymnasium, and a student common room equipped with multi-media and indoor sports options such as pool tables
and carrom boards. The facility is secured by a 24-hour monitored security system and biometric attendance
controls, ensuring a safe and secure environment for students.
The residential facilities include the following:
• Room Types: Double, triple and quad occupancy rooms, each air-conditioned and furnished with beds, study
desks, wardrobes, with en-suite bathrooms.
• Medical Services: A 24-hour health center, ambulance service, and on-campus pharmacy are available to all
residents operated by HEI Haryana;
• Recreational Services: Modern gymnasium and associated activities including aerobics, pilates, and yoga,
operated by HEI Haryana at the student accommodation. The student common room, operated and managed
by the Company, offers multi-media and indoor recreational facilities, including pool tables, chess, carrom
boards, music systems, and other leisure amenities designed to promote student engagement and well-being;
and
• Sports Services: Facilities for cricket, basketball, football, and badminton are owned and operated by HEI
Haryana.
Key Details and Operational Metrics
The following table sets forth certain key details for the student accommodation facilities operated by us at HEI
Haryana as of August 31, 2025:
Particulars Details
Ownership
Operating Entity Our Company
Ownership Percentage 100%
Land Details
Land Title Leasehold
Land Area 11.87 acres
Land Lease Tenor 50 years
Residual Land Lease Tenor 45 years
Infrastructure
Total Built-up Area 1,615,196 square feet
Student Accommodation Blocks 11 housing blocks
Age of the buildings 8 – 12 years
Air-conditioning Centrally air-conditioned and heated
Building Ownership Freehold
The following table sets forth certain operational metrics for student accommodation facilities operated by us at
HEI Haryana, for the periods indicated:
Academic Year 2024- Academic Year 2023- Academic Year 2022-
Particulars
2025 2024 2023
Owned Beds 7,103 7,103 5,783
Number of Owned Beds occupied 7,103 7,103 5,783
Occupancy (Owned Beds) % (1) 100% 100% 100%
Average annual fees/student (₹) (2) 238,003 273,178 250,168
* Student Accommodation Beds here refers to capacity owned and managed by the Company.
Notes:
(1) Occupancy (Owned Beds) is calculated as total owned beds occupied in the year divided by total Owned Beds in the respective year.
(2) Average fee is calculated as total fees for the academic year divided by Occupancy.
317The accommodation facility has maintained 100% occupancy rate over the last three Academic Years. This growth
presents opportunities for further expansion.
MAHE, Manipal campus
MAHE, Manipal campus is one of India's foremost academic and research institutions, according to the CBRE
Report. MAHE, Manipal campus has various campuses located across India and abroad. We manage beds across
the campuses through our Subsidiary, Elevate Hostel Management Services Private Limited (“EHMSPL”).
In the 2024 National Institutional Ranking Framework, MAHE, Manipal campus was ranked third among 14,163
participating institutions in India.
MAHE, Manipal campus operates as a multidisciplinary academic and research institution offering a wide array
of program across 32 streams, spanning health sciences, engineering, technology, management, law, humanities,
and social sciences. Programs are available at the undergraduate, postgraduate, doctoral, and online levels,
including through its online platform. The institution maintains academic collaborations with multiple
international universities, facilitating student exchange, research cooperation, and joint academic initiatives.
MAHE, Manipal campus spans approximately 657 acres and is fully Wi-Fi enabled across academic buildings,
hostels, laboratories, and libraries. Classrooms are air-conditioned and academic infrastructure includes 12
libraries and a range of laboratories covering engineering, medicine and dental research. The campus houses a
six-story, centrally air-conditioned indoor sports complex. Being a large sports center in India, it offers a wide
range of amenities under one roof. Key features include a basketball court built to international standards, five
maple-floored badminton courts, four squash courts and a fully equipped gym with cardio and strength machines
integrated with techno-gym tracking systems. The sports complex forms a key component of MAHE, Manipal
campuses student life infrastructure, supporting both competitive and recreational sports while enhancing student
satisfaction.
The residential facilities include the following:
• Room Types: Each room comes with a cot with a mattress, study table, chair, cupboard and dustbin;
• Dining Services: Dining options include a cafeteria, messes, and meal services that provide breakfast,
lunch, snacks, and dinner. The hostel's night cafeterias stay open until late at night. The food court has
stalls offering food from various cuisines. There is also an on-campus coffee stall, as well as a student-
run restaurant and bakery;
• Laundry Services: Laundry facilities include washing machines on each floor of the hostels;
• Security Services: Hostels have round the clock security and supervisor with CCTV cameras of the
entrance of all hostels and foyer inside the campus;
• Medical Services: Medical facilities include MAHE, Manipal infirmary’s own hospital, with on-campus
ambulance and first aid boxes at every hostel;
• Recreational Services: Campus facilities include a stationary and book shop. Hostel facilities include
water coolers with water purifiers, common television room, common reading room, common gym; and
• Sports Services: Facilities such as the sports complex which include a gymnasium with cardiovascular
equipment, weights, four squash courts, basketball court built to international specifications, five
badminton courts, futsal playing area, cricket bowling machine, kinesis circuit system, five enclosures
for simulation games, a sauna and a steam bath.
Key Details and Operational Metrics
The following table sets forth certain key details for MAHE, Manipal campus as of August 31, 2025:
Particulars Details
Land Details
Land Area 657 acres
Infrastructure
318Particulars Details
Student Accommodation Blocks 70 blocks
Academic Year 2024- Academic Year 2023- Academic Year 2022-
Particulars
2025 2024 2023
Total managed bed capacity 21,690 19,406 18,279
Hartland International School, Dubai
Located within the Sobha Hartland community in Mohammed Bin Rashid City, Dubai (UAE), Hartland
International School occupies 9.04 acres. HIS Dubai’s campus infrastructure a 25 meter temperature controlled
swimming pool, kids pool, 2 rooftop tennis courts, a football field, a multipurpose indoor hall, a 650 seat
auditorium, two libraries, laboratories, music facilities, drama and blackbox studio, design tech laboratories, art
spaces, a multi-purpose gymnasium, a cafeteria, a parents cafeteria and a parents lounge and multiple junior school
play courtyards.
Established in 2015, HIS Dubai follows the national curriculum for England from the early foundation stage up
to grade 13. It uses the high-performance learning framework, a structure based on research that helps students
build strong thinking skills and learning habits. The school supports a range of subject options and co-curricular
activities, which integrates academic learning with broader student development.
As of academic year 2024-2025, HIS Dubai enrolled 2,000 plus students from 109 nationalities. In the ‘BSO
Inspection’, conducted by the Education Development Trust in 2025, HIS Dubai was rated “outstanding” across
eight areas of the Department of Education’s BSO framework, including quality of education, pupil development,
welfare and safety, and effective leadership. The school had received the same rating in 2021, reflecting consistent
performance. In addition, following inspection from the ‘Knowledge and Human Development Authority’ in
2023, HIS Dubai was rated “very good” on its overall quality of education, consisting of student outcomes and
achievements, provision for learners and leadership and management.
The facilities include the following:
● Dining: On-site student canteen serving pre-plated hot food, cafe.
● Medical: A qualified doctor and nurse available at all times throughout the school day and with access
to a fully equipped school clinic;
● Recreational: A 650 seat theatre, professional recording studio, a music technology room, individual
music practice rooms, a design technology suite including a three dimensional design laboratory, a food
technology room, a textiles room, dance studio and dedicated creative arts room, libraries and common
rooms; and
● Sports: A temperature-controlled swimming pool, multi-purpose gym room, and multipurpose Indoor
Hall.
Key Details and Operational Metrics
The following table sets forth certain key details for HIS Dubai as of August 31, 2025:
Particulars Details
Location Dubai, UAE
Asset Type K-12 school
Ownership
Operating Entity Meraki Education Holding Ltd
Ownership Entity Souk HIS UAE
Ownership Percentage 100%
Acquisition Date September 23, 2025
Land Details
Land Title Freehold
Land Area 36,578.95 square meters
Infrastructure
Total Built-up Area 359,485 square feet
Building Ownership Freehold
319The following table sets forth certain operational metrics for HIS Dubai, for the periods indicated:
Particulars Academic Year 2024- Academic Year 2023- Academic Year 2022-
2025 2024 2023
Total available capacity in the Academic 2,300 2,300 2,300
Year
Total student enrolments (at the end of the 2,021 1,636 1,443
Academic Year)
Images
Set forth below are images of HIS Dubai’s campus:
St. Andrews Suchitra
St. Andrews Suchitra offers a school setting that supports learning from pre-nursery to grade 12. St. Andrews
Suchitra offers CBSE curriculum to students.
St. Andrews Suchitra features modern amenities with smart panels in classrooms, playgroup rooms, assemble
labs, music rooms, and upgraded library facilities. Further, with an emphasis on holistic student development, St.
Andrews Suchitra has enhanced play areas, skating rinks and swimming pools. It also has an admissions plaza,
along with an upgraded infirmary, washrooms and pantry facilities. Since the acquisition of St. Andrews Suchitra
by Oaktree Infra Developers Pvt. Ltd. (“Oaktree Infra”), the property company, during the Financial Year 2022,
approximately ₹329.71 million has been invested by Oaktree Infra towards capital expenditure for infrastructure
improvements, as set out in the image below:
320The facilities include the following infrastructure:
● Security: CCTVs and fire alarms installed around the school building, with school security personnel at
all entry and exit gates;
● Medical: A well-equipped infirmary;
● Recreational: Facilities include an upgraded library, music rooms, assemble labs, play areas; and
● Sports Services: Facilities such as basketball court, swimming pools and skating rinks.
Key Details and Operational Metrics
The following tables sets forth certain key details for St. Andrews Suchitra as of August 31, 2025:
Particulars Details
Ownership
Ownership Entity Oaktree Infra
Ownership Percentage 100%
Land Details
Land Title Freehold
Land Area 9.23 acres*
Infrastructure
Total Leasable Area (Existing) 208,621 sf
Recent refurbishment Installation of modern amenities as specified above.
Building Ownership Freehold
321* The Land Area includes land earmarked for expansion at St. Andrew’s Suchitra’s.
Identification and Expansion Strategy
Student Accommodation
Our strategy for the expansion of student accommodation facilities is designed to meet the rising demand for high-
quality student accommodation at HEIs across India. We adopt a structured, multi-phase approach to HEI
selection, asset evaluation and transaction execution, ensuring alignment with institutional objectives and long-
term value creation.
Owned Portfolio
• HEI identification: We identify and collaborate with HEIs based on an assessment of academic reputation,
historical enrolment patterns, governance standards and anticipated student growth. We prioritize institutions
with a strong academic reputation and long-standing operational history. In addition, our sourcing framework
targets HEIs engaged in campus expansion or pursuing infrastructure monetization initiatives.
• Preparation of business case: For each prospective HEI, we develop a comprehensive business case that
evaluates the financial, operational and strategic merits of potential investment and expansion. This includes
a detailed review of existing student accommodation capacity, occupancy rates, potential for capacity
expansion and integration with the institution’s academic infrastructure, supplemented by a market survey.
We also analyze projected revenues from hostel fees and ancillary services, including food or mess and
laundry. For details of key indicators of our student accommodations, see “– Description of Our Business –
Portfolio – Owned Portfolio” on page 322.
• Building technical due diligence: We undertake detailed technical due diligence to assess the condition and
scalability of the existing facilities at the HEI, as well as the feasibility of proposed new developments. This
includes structural assessments, compliance with local development norms, availability of utilities and
infrastructure and evaluation of construction timelines, where applicable. Our in-house project development
team coordinates with third-party consultants to validate technical parameters and identify any remediation
requirements.
• Legal due diligence: We conduct comprehensive legal due diligence on land ownership, leasehold rights,
encumbrances and regulatory approvals, among others. We also evaluate contractual obligations, historical
litigation and title validity. This process helps mitigate transaction related risks, particularly with respect to
the acquisition of ownership or long-term leasehold interests in the property.
• Sale and lease back arrangement and HSAs: For further details in relation to our arrangements with HEIs,
see “– Description of our Business – Key Agreements” on page 323.
• Commencement of operations: Upon completion of acquisition or development of the property, operations
are initiated in close alignment with the HEI’s academic calendar. We deploy on-site facility management
teams, complete onboarding of security, dining, laundry and medical services, and also integrate our digital
service platform with the hostel’s physical infrastructure. The platform enables student onboarding, room
allocation, payment management and service requests. Our standard operating procedures ensure service
continuity and operational readiness at the time of academic session commencement.
Managed Portfolio
• HEI Identification: We identify and evaluate HEIs that seek professional hostel management solutions. We
prioritize HEIs and campuses with a sizable student base and demonstrated receptiveness to outsourcing
hostel management services.
• Preparation of Business Case: For each shortlisted HEI, we prepare a detailed business case to assess
operational viability. This analysis considers historical and projected occupancy rates, fee realization trends,
322willingness of the HEI to transition to managed services, HEI-specific operating cost models, and service
delivery costs.
• Hostel Management Agreement: For further details in relation to our arrangements with HEIs for
management of student accommodation, see “– Description of our Business – Key Agreements” on page 323.
• Commencement of Operations: Upon execution of the agreement, we deploy on-site resources including
facility managers, security personnel, food service teams, and community engagement staff. Our technology
platforms, licensed from service providers, such as our student mobile application, and internal operations
dashboard, are activated to facilitate onboarding and support onboarding operations.
K-12 Assets
We seek opportunities to expand our presence in the K-12 Assets business through the acquisition of K-12 Assets
across India for providing infrastructural facilities. Our platform currently comprises a portfolio of K-12 Assets
and we intend to further expand by collaborating with credible operators, acquiring K-12 schools with high
enrolment potential and constructing new campuses under the built-to-suit model.
• K-12 school identification: We identify K-12 schools that have a proven academic record, strong local
community reputation and demonstrated enrolment growth potential. We prioritize institutions affiliated to
recognized education boards such as CBSE, ICSE, IGCSE or IB, particularly where K-12 school promoters
are seeking capital recycling opportunities or strategic collaboration to support expansion initiatives.
• Preparation of business case: We prepare a detailed business case for each prospective K-12 school, to assess
the value proposition of acquiring or investing in the K-12 Assets. This includes an evaluation of student
capacity, historical enrolment growth, academic performance metrics, fee structures, average tuition growth
rates, operating margins, infrastructure quality and the historical performance of school operations. We also
review the school’s competitive positioning within its catchment area and assess regional demand-supply
dynamics.
• Building Technical Due Diligence: We undertake thorough technical diligence of the K-12 Assets, which
includes structural audits, fire safety and environmental compliance checks, layout optimization assessments
and evaluation of capacity for future expansions.
• Legal Due Diligence: We conduct a comprehensive legal due diligence to validate land titles, leasehold rights,
and regulatory approvals under state and central education authorities. We also verify compliance with
applicable zoning and safety norms of the K-12 Assets.
• Sale and Lease Back Arrangement: For further details in relation to our arrangements with K-12 schools,
see “– Description of our Business – Key Agreements” on page 323..
• Commencement of Operations: Upon execution of transaction documents, we assume responsibility for
property management, which includes deployment of facility and safety management teams, among others.
We also initiate infrastructure upgrades and capital expenditure programs, where required.
• Greenfield and Brownfield Developments: For further details in relation to agreements relating to brownfield
developments, see “– Description of our Business” on page 309.
Key Agreements
We enter into various long-term contractual arrangements that form the operational foundation of our student
accommodation and K-12 Assets. The agreements define the rights and obligations of our Company and our
counterparties/ institutional collaborators, including lease, service, management and vendor-related contracts,
among others. The key types of agreements that we enter into are as follows:
Student Accommodation
323• Business Transfer agreements and Sale Agreements: Our Company acquires hostel undertakings including
student residence buildings from the HEIs or their promoters/trustees through business transfer or sale
agreements. Upon expiration of the agreed term, generally ranging from 50 years to 60 years, the agreement
provides for asset return, i.e., purchased campuses. These agreements grant us ownership/leasehold rights and
allows us to provide student accommodation facilities as well as additional non-academic services including,
housekeeping, general maintenance and repair, laundry, food and other related services.
• Lease Agreements: While the business including the hostel buildings are typically acquired through a
business transfer or sale agreement for registration purposes in the land revenue records conveyance deeds /
lease deeds are executed.
• Hostel Service Agreements: The HSAs allow us to manage student residence and set out the scope of services
to be provided during the term of the HSA. The agreements are typically long term, generally ranging from
50 years to 60 years. Under the HSA, we provide extensive hostel management services, which may include
facility management services such as, hostel facilities and amenities, mess-cum-dining services, laundry,
gardening, horticulture and landscaping, pest control, waste disposal, security and other related services.
While we are liable for delivery of services in the manner expected under the HSA, the HSA generally permits
us to engage third-party service providers and subcontract these services, as required. The HSA provides for
exclusivity, guaranteed occupancy, fee escalation generally ranging from five to six percent per annum during
the guaranteed escalation period, and provisions for service quality oversight and dispute resolution. Further,
if certain guaranteed occupancy rates are not met, the HSA mandates the HEI to pay our Company the balance
consolidated fees based on a pre-agreed formula within the agreed timelines. Furthermore, in the event of
repeated occupancy shortfalls, the contractual remedies in some cases include put options with respect to the
hostel buildings.
• Framework Agreements: We may execute Framework Agreements to supplement our HSAs with HEIs. They
set forth the overarching commercial and operational terms of our arrangements with the HEIs. Pursuant to
Framework Agreement entered with one of the HEIs, our Company is entitled to right to first fill which
require any students enrolled at such HEI, in priority, to fill the hostels operated by our Company. Further, if
the HEI elects to sell or lease any portion of the campus land or buildings that are not currently owned by us,
our Company is entitled to right to first offer of such asset. This arrangement provides us with a strategic
opportunity to participate in future on-campus student housing developments and to further expand our
presence within this HEI.
• Vendor/Independent Contractor agreements: Our Company routinely enters into contracts with external
vendors for mess operations, laundry, security, housekeeping, pest control, IT systems and facility
maintenance and repair, among others. These agreements establish the scope and standard of services that is
expected from the vendors and grants us the right to supervise, conduct due diligence and audit operations.
In certain cases, these agreements are negotiated along with the HEIs.
K-12 Assets
• Sale agreements: We purchase the existing infrastructure and freehold land of the K-12 schools, (except for
Sancta Maria which is on leasehold basis) from the sellers, through sale agreements. These sale agreements
grant us ownership and allow us to have perpetual title over the land on which the K-12 Asset is situated,
which allows us to undertake infrastructure development activities for expansion and growing requirement
of the K-12 school.
• Lease agreements: We lease the infrastructure of K-12 Assets to the K-12 Operators through lease
agreements. These agreements typically range between 15 to 30 years. Our lease agreement generally includes
a 15-year lock-in period, with an option to renew. Further, these agreements are typically on a “triple-net”
basis wherein the K-12 Operator is liable for the payment of property tax, insurance, and performance of
regular maintenance and repair of the K-12 Assets.
• Asset Management Services agreements: We appoint service providers to manage school campuses
including facilities management, properties management, and upkeep of the buildings. These contracts are
324based on revenue sharing model. As on the date of this Draft Red Herring Prospectus, for our current portfolio
of K-12 Assets, we have engaged Cappella as the service provider.
Student Services
Student Accommodation
We offer various student services across our student accommodation business, to provide dynamic living
experience, safe and secure environment to the students and assist them in their overall development and growth.
While the services may differ from one student accommodation to another, these services are delivered through a
combination of physical infrastructure, licensed technology platforms and service personnel, and are designed to
address both essential and value-added needs. Some of the student services provided are:
• Mess Services: We provide integrated food and dining solutions across our student housing properties, as per
the terms of the HSA. We have the capacity to offer four meals per day and facilitate the provision of over
50,000 meals daily across HEIs in our Owned Portfolio, through a combination of leased and managed dining
facilities, implementing daily quality checks for all meals served to students. Our staff conducts daily quality
inspections across four meal intervals to maintain high standards of food quality, hygiene and nutritional
standards.
• Facility Management: We undertake housekeeping services for the student accommodation blocks,
including landscaping for the common areas and maintenance of high-side services including heating,
ventilation, and air conditioning, diesel generator sets, elevators, and sewage treatment plant, among others.
• Laundry Facilities: We operate centrally managed laundry services across student accommodation properties,
as per the terms of the HSA. These services are integrated into residential offerings and are available to all
students on a subscription or inclusive basis.
• Fitness and Recreational Facilities: We equip our student accommodation properties with on-site
gymnasiums featuring modern fitness equipment and certified trainers, promoting holistic student wellness
and encouraging physical activity as part of daily student life.
• Mobile Application Platform: We license our mobile application, SpaceBasic, from service providers,
enabling students to access and manage a range of services, including service request tracking, facility
booking, fee payment, and community engagement. For the Academic Year 2024-25, 1,562 student service
requests were tracked daily through the platform, ensuring responsiveness and operational transparency.
• Retail outlets and vending machines: We enter into agreements with third party service providers for
operating retail outlets and vending machines at select student accommodation properties, ensuring students
have convenient access to goods and refreshments on-site. Further, several third-party food vendors operating
at our properties offer diverse food options at a centralized dining area.
• Medical Services: We provide on-site medical centers on select student accommodation properties, staffed
by qualified doctors and nurses. At certain HEIs, medical services are provided directly by the respective
HEIs. In all cases, students have access to ambulance services at all times, and medical support is integrated
into our broader student care framework.
• Security and Surveillance: All campuses are secured through a combination of physical and digital
safeguards. Cumulatively, we have closed-circuit cameras (CCTV) which are directly monitored by the
respective HEIs, to ensure student safety and wellbeing. These systems are supported by real-time monitoring
tools and app-based escalation mechanisms.
K-12 Assets
325Within our K-12 Assets business, we provide a comprehensive set of value-added services that support the
academic, extra-curricular and infrastructural advancement of school operations. Our services are structured to
deliver quality experiences for the students while also creating ancillary revenue streams.
• Infrastructure Upgrades: Several K-12 Assets in our portfolio have undertaken significant capital
expenditure initiatives from time-to-time to modernize and upgrade physical infrastructure across our schools.
For instance, PE Bowenpally and SMESPL, the entities that own St. Andrews Suchitra, St. Andrews Keesara
and St. Michaels in Hyderabad, Telangana, invested approximately ₹254.28 million and ₹40.75 million in the
Financial Year 2025 and 2024, respectively, for facility enhancements at St. Andrews Suchitra, St. Andrews
Keesara and St. Michaels, which included upgradation and modernization of smart classrooms, infirmaries,
music and play areas and library facilities.
• Sustainability Solutions: As part of our commitment to environmentally responsible operations, we have
implemented multiple sustainability initiatives. For further details, see “– Description of our business –
Environmental, Social and Governance (“ESG”) and Sustainability Initiatives” on page 326.
• Extracurricular collaborations: Our schools are equipped with facilities to support extracurricular
education including swimming pools, indoor and outdoor sports, music rooms, and science labs.
Environment, Social and Governance (“ESG”) and Sustainability Initiatives
We recognize the importance of sustainability among our investors, employees, HEIs, K-12 Operators, students,
and other stakeholders and have taken steps to promote environmentally responsible and ethical practices through
our operations. Our ESG initiatives are based on the following key areas of focus:
Environment: We focus our environmental initiatives on three key areas, i.e., energy efficiency, waste
management, and water conservation. Our properties, both in Owned and Managed portfolios, are subject to
environmental standards, including the pursuit of environmental certifications, such as WELL Health-Safety
Certification or comparable environmental certifications, as applicable. As of Academic Year 2024-25, three of
our K-12 Assets, namely St. Andrews Suchitra, St. Andrews Keesara and St. Michaels, have been awarded the
WELL Health-Safety Rating, and according to the CBRE Report, are amongst only five schools in India that have
secured the WELL Health-Safety Rating as of Academic Year 2024-25. We have also implemented a range of
energy-saving measures, which include regular electricity consumption audits and the adoption of sensor-based
LED lighting as the standard for all replacements.
For instance, we have made strategic investment in green technology in some of the properties owned and
managed by us, including installation of 33 units of heat pumps at MUJ and heat pumps at HEI Himachal Pradesh,
at a cost (inclusive of GST) of ₹12.07 million and ₹12.00 million, respectively, as of March 31, 2025. Further, we
have upgraded the lighting system to sensor-based LED lighting, which includes 233 tube lights and 1,200 false
lights at MUJ and tube lights at HEI Himachal Pradesh, at a cost (inclusive of GST) of ₹0.57 million and ₹0.50
million, respectively, as of March 31, 2025. In addition, we have installed solar panels at County. We have also
installed aerators for water conservation at MUJ and sewage treatment plants across properties to reduce
operational costs while supporting ESG goals.
Social: We are committed to fostering a culture of equality, diversity, and inclusion, while prioritizing mental
health, wellbeing, and continuous learning and development. Our commitment to fair opportunity is demonstrated
through the provision of fee waivers to students. In addition, we have established resident wellbeing roles in our
properties to address the unique needs of our student residents. Further, we have incorporated disabled friendly
access to foster equality and inclusion on our properties and operate e-rickshaws for transportation within the
properties. We also provide our employees with access to comprehensive, around-the-clock mental health support
services. Our employee development programs are designed to offer end-to-end training, with a particular
emphasis on leadership development and career advancement.
Governance: Our governance structure reflects a rigorous and consistent approach to corporate governance that
prioritizes regular risk and strategy assessments, internal reporting, and specialist team building. We aim to create
dedicated team to formulate a detailed strategy and targets to drive our ESG initiatives.
Information Technology
326We leverage our advanced technology stack and digital tools to enhance student experience while delivering
streamlined, convenient, and efficient services to our students. Our technology stack is designed to support
scalability and optimize operational efficiency. Our mobile application, currently under development, will be
integral to the student journey, enabling onboarding, service requests and community engagement. Our current
mobile application also supports real-time dashboards, tracking 1,562 daily service requests from students.
Planned features for our mobile application include expands the mobile application into an integrated student
services ecosystem. We have also incorporated smart infrastructure in our student accommodations and K-12
Assets, including sensor-based LED lighting and heat pumps for energy efficiency, and CCTV surveillance
systems and biometric access for security.
We have also created a digital ecosystem for students through the use of digital applications for booking amenities,
receiving real-time updates and promoting peer collaboration. In addition, our community engagement platforms
offer in-app social networking, event calendars and student feedback channels to enhance student resident
experience. For further details in relation to our mobile application, see “Our Growth Strategies – Continue to
invest in data analytics and technology enabled solutions to drive business growth and enhance operational
efficiency” on page 308.
Employees
Our employees have experience in, among others, education, real estate investment, facility management, project
management, real estate development, financial control, treasury and fund raising. As of August 31, 2025, we had
397 full-time employees, in our Pre-Acquisition Group. The following sets forth the breakdown of our employees
by department as of August 31, 2025, in our Pre-Acquisition Group:
Department Number of Employees
Operations 370
Finance 11
Engineering 6
Acquisitions / Business Development 8
HR and Admin 2
Total 397
In addition to our aforementioned employees in our Pre-Acquisition Group, we also appoint fixed-term contract
employees for a fixed period of two years from the date of commencement of employment. Such fixed-term
contract employees are on the payroll of our third-party vendor and support operations of our Company. As of
August 31, 2025, we had 136 fixed-term contract employees.
Competition
The education market in many regions, including India, is becoming increasingly competitive, with new entrants
and established players expanding with high-grade infrastructure and specialized programs, as per the CBRE
Report. Further, according to the CBRE Report, the unorganized rental and ‘paying guest’ market in India
currently caters to a significant share of migrant students, and usually operate at lower fees compared to us and
therefore pose a significant threat to off-campus PMSA in cost sensitive markets where tuition fees in HEIs may
be low.
For details, please see “Industry Overview” on page 158.
Intellectual Property
Our Company owns trademarks to establish and protect our brands, logos and marketing designs. As of August
31, 2025, we have six registered and valid trademarks, registered in the name of our Company, under classes 37
and 43 with the Registrar of Trademarks under the Trade Marks Act. Our trademarks include those for the labels
and logos associated with “Good Host Spaces”. Our “ScholarZ” trademark application is currently pending
registration.
See “Risk Factors – We may be unable to protect our intellectual property rights and may be exposed to
misappropriation and infringement claims by third parties, which may adversely affect our reputation, business,
327results of operations, financial condition, and cash flows.” and “Government and Other Approvals” on page 71
and 530, respectively.
Insurance
Our Company maintain insurance policies that are customary for companies operating in our industry, including
burglary, standard fire and perils. Our Company also maintain directors’ and officers’ liability insurance for our
management personnel, in addition to group medical insurance and group term insurance for our employees in
our Student Accommodation business.
See “Risk Factors – Our insurance coverage may not be adequate to protect us against all potential losses, which
adversely affect our business, results of operations, and cash flows.” on page 69.
Properties
Our Company’s registered and corporate office is located at Naman Midtown, Unit No. 902 – 906, 9th Floor,
Tower B, Senapati Bapat Marg, Lower Parel, Mumbai, 400013, Maharashtra, India. Our registered and corporate
office is leased pursuant to a lease deed valid for five years from February 10, 2022. The lease deed has been
entered into with a third-party.
328KEY REGULATIONS AND POLICIES
The following is a brief overview of certain sector specific laws and regulations in India which are applicable to
the business and operations of our Company. The information in this section has been obtained from legislations,
including rules, regulations, guidelines and circulars promulgated and issued by regulatory bodies that are
available in the public domain. The statements below are based on the current provisions of Indian law, which
are subject to change or modification by subsequent legislative actions, regulatory, administrative or judicial
decisions. Judicial and administrative interpretations are subject to modification or clarification by subsequent
legislative, judicial or administrative decisions. The description of laws and regulations set out below may not be
exhaustive and are only intended to provide general information to the investors and are neither designed nor
intended to be a substitute for professional legal advice.
Transfer of Property Act, 1882 (“TP Act”)
The TP Act establishes the general principles relating to transfer of property in India. It forms a basis for
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 and mortgage of immovable property. It also provides for the rights and liabilities
of the vendor and purchaser in a transaction of sale of immovable property. The TP Act also governs lease
agreements, including the rights and liabilities of the lessor and the lessee.
Indian Easements Act, 1882 (“Easement Act”)
The Easement Act governs easements in India, including the nature of easements as continuous or discontinuous
and apparent or non-apparent. Under the Easement Act, an easement may be imposed by any person in the
circumstances and to the extent to which he may transfer his interest in the property. In terms of the provisions of
the Easement Act, an owner or occupier enjoys the right to enjoyment without disturbance by any other person.
An easement is a right which the owner or occupier of certain land possesses for the beneficial enjoyment of that
land and which permits him to do or to prevent something from being done, in or upon, other land not his own.
Under the Easements Act, a license is defined as a right to use property without any interest in favour of the
licensee. The period and incident upon which a license may be revoked and grounds for the same may be provided
in the license agreement entered in between the licensee and the licensor.
Registration Act, 1908 (“Registration Act”)
The Registration Act was passed to consolidate all the previous legislations which were enacted in relation to the
registration of documents. The Registration Act was promulgated to achieve the purpose of maintaining a proper
regulatory record of transactional documents with a recognised officer in order to safeguard the original copies.
The Registration Act lays down two types of registration of documents, one being mandatory registration, which
has been laid down under Section 17 of the Registration Act and relates to documents such as, inter alia gift deed
or transfer deed for an immovable property, non-testamentary instruments purporting to an interest in any
immovable property, leasing or renting an immovable property.
The other type of registration has been laid down under Section 18 of the Registration Act which provides for the
category of documents, registration of which is optional or discretionary and include, wills, instrument for transfer
of shares, adoption deeds, etc. Failure to register a document under Section 17 of the Registration Act can attract
severe consequences, including declaration of invalidity of the transfer in question; however, no such consequence
is attracted in case of Section 18 of the Registration Act. Sections 28, 29, 30 and 31 of the Registration Act provide
the registrars, sub-registrars and other officers, the authority to register documents under this Act. Registration of
a document provides authenticity to a document and also acts as a conclusive proof in relation to the execution of
such a document in the court of law.
Indian Stamp Act, 1899 (“Stamp Act”)
The Stamp Act requires stamp duty to be paid on all instruments specified in under the Stamp Act at the rates
specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable with
duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped,
are incapable of being admitted in a court of law as evidence of the transaction contained therein. The Stamp Act
also provides for impounding of instruments that are not sufficiently stamped or not stamped at all by the collector
329and he may impose a penalty of the amount of the proper stamp duty, or the amount of deficient portion of the
stamp duty payable.
Central Goods and Service Tax Act, 2017 (“GST Act”)
Integrated Goods and Services Act, 2017, and various state GST legislations. The GST regime was introduced
vide the Constitution (One Hundred and First Amendment) Act, 2016 and provides for imposition of tax on the
supply of goods or services and is levied at two levels, central GST through the Central Goods and Service Tax
Act, 2017, and state GST through the State Goods and Services Tax Act, 2017, along with the Integrated Goods
and Services Tax Act, 2017, for inter-state supply of goods or services. GST replaces a majority of indirect taxes
and duties that are in place currently at the central and state levels, and is applicable on all goods with the exclusion
of alcohol for human consumption, electricity, sale of land, sale of buildings (subject to certain conditions) among
others.
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.
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.
Environment (Protection) Rules, 1986 (“Environment Rules”)
The Environment Rules lay down specific provisions regarding standards for emission or discharge of
environmental pollutants and prohibition on carrying out industrial activities in certain geographical locations.
Pursuant to the Environment Rules, every person who carries on an industry, operation or process requires consent
under the Water (Prevention and Control of Pollution) Act, 1974 or Air (Prevention and Control of Pollution) Act,
1981 or shall submit to the concerned PCB an environmental statement for that Financial Year in the prescribed
form.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the
standards set out by the concerned PCB. The Water Act also provides that the consent of the concerned PCB must
be obtained prior to opening of any new outlets or discharges, which are likely to discharge sewage or effluent.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act requires that any industry or institution emitting smoke or gases must apply in a prescribed form and
obtain consent from the concerned PCB prior to commencing any activity. The concerned PCB is required to
grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions
relating to specifications of pollution control equipment to be installed.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste
Rules”)
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 PCB and to dispose of such waste without harming the environment.
Further, the Environmental 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 four stages which
330are screening, scoping, public consultation and appraisal. In 2016, the 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 hostels and higher education academic institutions 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.
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”), including regulation of trade and licensing of eating outlets. The Twelfth Schedule, 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 Establishment 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 commercial0.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.
Trade Marks Act, 1999 (“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.
Copyright Act, 1957 and Copyright Rules, 2013 (“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
331a 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, Government 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 construction development projects which would include development of
educational institutions under the automatic route, i.e., without requiring prior government approval, subject to
compliance with certain prescribed conditions.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was enacted
to curb the rise in sexual harassment that women were facing in their workplaces and it intended to make
workplaces safer for them by enacting for prevention of such harassment and redressal of complaints and for
matters connected with sexual harassment. The terms sexual harassment and workplace are both defined in the
act. Every employer is required to constitute an “Internal Complaints Committee” and every officer and member
of the company shall hold office in the committee for a period 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 the workplace. Every employer has a duty to provide a safe working environment at the
workplace which shall include safety from the persons coming into contact at the workplace, organising awareness
programs and workshops, displaying rules relating to sexual harassment at any conspicuous part of the workplace,
providing necessary facilities to the committee formed for dealing with the complaint, such other procedural
requirements to assess the complaints.
Other applicable labour legislations
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, Maternity Benefit Act, 1961, the Child Labour
(Prohibition and Regulation) Act, 1986, the Right of Persons with Disabilities Act, 2016, Contract Labour
(Regulation and Abolition) Act, 1970, Labour Welfare Fund Legislations.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
(i) 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 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.
(ii) 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 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.
(iii) Code on Social Security, 2020
332The 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 ESI 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, appointed
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.
(iv) Occupational Safety, Health and Working Condition 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.
Information Technology Act, 2000 and the rules notified thereunder (“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 the
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
333with the prior consent of the information provider, unless contractually agreed upon between them or where such
disclosure is mandated by law.
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 outside 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.
Consumer Protection Act, 2019 (“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.
Competition Act, 2002 (“Competition Act”)
The Competition Act, 2002 aims to foster and maintain market competition, protect consumer interests and
prevent anti-competitive practices that cause or are likely to cause adverse effect on competition in the relevant
markets of India. It also ensures freedom of trade carried on by other participants in markets in India. In order to
achieve these objectives, it regulates anti-competitive agreements, abuse of dominance, combinations and also
focusses on competition advocacy and reference. The Competition Commission of India, operational since May
20, 2009, was established under the Competition Act and equipped to deal with inquires relating to anti-
334competitive agreements, regulate combinations and abuse of dominant position. It has the jurisdiction to inquire
into and pass orders, in relation to the aforementioned areas, even if they have been entered into, or are arising
out of, or taking place outside India, or signed between one or more non-Indian parties, since they are capable of
causing an appreciable adverse effect in the relevant market in India. The Competition (Amendment) Act, 2023
brings in numerous changes to the Competition Act, 2002, aiming to strengthen the regulation and foster a
business-friendly environment.
Food Safety and Standards Act, 2006 (“FSSA”)
The Food Safety and Standards Act, 2006 was enacted with a view to consolidate the laws relating to food and to
establish the Food Safety and Standards Authority of India (“FSSAI”) for laying down scientific standards for
articles of food and to regulate their manufacture, storage, distribution, sale and import to ensure the availability
of safe and wholesome food for human consumption. The FSSAI is required to provide scientific advice and
technical support to the Government of India and the state governments in framing the policy and rules relating
to food safety and nutrition. The FSSA also sets out requirements for licensing and registering food businesses,
general principles for food safety, and responsibilities of the food business operators and liability of manufacturers
and sellers, and adjudication by the Food Safety Appellate Tribunal. The FSSA also lays down penalties for
various offences (including recall procedures).
In exercise of powers under the FSSA, the FSSAI has framed, inter alia, the Food Safety and Standard Rules,
2011 (“FSSR”). The FSSR sets out the enforcement structure of the 'commissioner of food safety', 'food safety
officer' and 'food analyst' and procedures of taking extracts of books of accounts and other relevant documents,
seizure of food articles, sampling of food articles and analysis. The Food Safety and Standards (Licensing and
Registration of Food Businesses) Regulations, 2011 provide for the conditions and procedures for the registration
and licensing process for food business and lays down general requirements to be fulfilled by various food
business operators, as well as specific requirements to be fulfilled by businesses dealing with certain food
products. Further, the Food Safety and Standards (Food Products Standards and Food Additives) Regulations,
2011, prescribe food product standards for various categories of food ingredients. The Food Safety and Standards
(Contaminants, Toxins and Residues) Regulations, 2011 deals with the compliance of various contaminants,
toxins and residue standards prescribed in food. In terms of the Food Safety and Standards (Food Recall
Procedure) Regulations, 2017, every food business operator engaged in the manufacturing of food is required to
have a food recall plan. The packaging and labelling done by a food business operator are required to be in
compliance with the Food Safety and Standards (Packaging) Regulations, 2018 and the Food Safety and Standards
(Labelling and Display) Regulations,2020. Further, the Food Safety and Standards (Advertising and Claims
Regulations), 2018, lay down principles and obligations that every food business operator and marketer must
follow to ensure fairness in claims and advertisements of food products.
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, 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.
335HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as “Woodstock Ambience Private Limited” on April 8, 2005, as a
private limited company under the Companies Act, 1956 at Bengaluru, Karnataka, India, pursuant to a certificate
of incorporation issued by the RoC Bengaluru. The name of our Company was changed to “Good Host Spaces
Private Limited”, pursuant to a re-branding exercise, pursuant to a resolution passed by our Board dated October
14, 2017, and a special resolution passed by our Shareholders dated November 29, 2017, and a fresh certificate of
incorporation dated January 9, 2018, was issued by the RoC Bengaluru. Upon conversion of our Company into a
public limited company, pursuant to a resolution passed by our Board on July 29, 2025, and a special resolution
passed by our Shareholders on July 31, 2025, the name of our Company was changed to “Good Host Spaces
Limited”, and a fresh certificate of incorporation dated August 20, 2025, was issued by the RoC. Thereafter,
pursuant to a resolution passed by our Board on August 21, 2025 and a special resolution passed by our
Shareholders on August 29, 2025, the name of our Company was subsequently changed to “Elevate Campuses
Limited”, pursuant to a re-branding exercise and a fresh certificate of incorporation was issued by the Registrar
of Companies, Central Processing Centre on September 8, 2025.
Changes in the registered office of our Company
Details of changes in the registered office address of our Company since the date of incorporation are as set out
below:
Effective date Details of change in the registered office Reasons for change
July 25, 2005 The address of the registered office of our Company was changed Management decision
from #452, 8th Main, M.S. Ramaiah City, 8th Phase, J.P. Nagar.
Bangalore – 560 076 Karnataka, India to Raheja Arcade No. 1,
80 Feet Road, Kormangla Unit No. 39, Bangalore – 560 095,
Karnataka, India
November 1, 2008 The address of the registered office of our Company was changed Termination of the lease deed
from Raheja Arcade No. 1, 80 Feet Road, Kormangla Unit No. for the office space
39, Bangalore – 560 095, Karnataka, India to Plot No.123/124,
Manipal Country Road, Singasandra Post, Begur Hobli, Off
Hosur Road, Bangalore 560 068, Karnataka, India
February 24, 2020 The address of the registered office of our Company was changed Enhancement of productivity
from Plot No.123/124, Manipal Country Road, Singasandra Post, and ease of operations
Begur Hobli, Off Hosur Road, Bangalore 560 068, Karnataka,
India to 103, Rajan House, Appasaheb Maratha Marg,
Prabhadevi, Mumbai, Mumbai City 400 025, Maharashtra, India
May 10, 2022 The address of the registered office of our Company was changed Enhancement of productivity,
from 103, Rajan House, Appasaheb Maratha Marg, Prabhadevi, expansion and ease of
Mumbai, Mumbai City 400 025, Maharashtra, India to Naman operations
Midtown, Unit No 902-906, 9th Floor, Tower B, Senapati Bapat
Marg, Lower Parel, Mumbai, Mumbai City 400 013,
Maharashtra, India
Main objects of our Company
The main objects contained in our Memorandum of Association are set forth below:
“1. To carry on the business of providing, building & facility management, administration and environment
maintenance service and to provide all kinds of related services including interiors, ambience design structures
to guesthouse, hostels, service apartment, lodging and boarding houses, flats, dwelling houses, shops, offices,
clubs, residential and commercial premises of every description and for this purpose either employ or outsource
or hire or contract or otherwise engage in any other manner such people or agencies or contractors as may be
necessary to render the service from time to time.
2. To establish, constitute, manage and run guesthouse, hostels, service apartments, lodging houses, clubs,
business centers and such other related structures and for this purpose establish, purchase, take on lease or hire
or otherwise acquire or build or construct any land, buildings, premises, opera theatre, cinema house, park, open
space, garden, studio, laboratory or other places.
3363. To carry on the business of providing hospitality, leisure, entertainment and other related services of all sorts
to the public or in private including conducting of organized tours, exhibitions, expeditions, excursions, outdoors
or indoor parties, carnivals, picnics, cultural and educational events, instructions of all kinds and other
entertaining features and providing services or tourist and ticketing agents for road, railway, air travel and ship
voyages and for such purpose or in connection with the business of the company own, lease, take on hire or
otherwise acquire vehicles and to organize, maintain and operate motor cabs or taxi services or other
conveyances or run refreshment booths and restaurants, catering bakers, coffee shops, laundry, fitness centre,
beauty parlours, hair dressers, manicuring arrangements, chain and departmental stores, grocery and general
stores, pharmacy, medical clinic, educational facilities and own or manage or run any other services that may be
needed from time to time.”
Amendments to the Memorandum of Association in the last 10 years
Set out below are the amendments to the Memorandum of Association in the last 10 years immediately preceding
the date of this Draft Red Herring Prospectus:
Date of Details of amendments
Shareholders’
resolution
November 29, Clause I of the Memorandum of Association was amended to reflect the change of name of our
2017 Company from ‘Woodstock Ambience Private Limited’ to ‘Good Host Spaces Private Limited’
August 19, 2019 Clause V of the Memorandum of Association was amended to reflect the shifting of the registered
office of our Company from the state of Karnataka to the state of Maharashtra
July 29, 2025 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in
the authorized share capital of our Company from ₹100,000,000 divided into 100,000,000 equity shares
of face value of ₹1 each to ₹200,000,000 divided into 100,000,000 equity shares of ₹1 each and
100,000,000 compulsorily convertible preference shares of face value of ₹1 each
July 31, 2025 Clause I of the Memorandum of Association of our Company was amended to reflect the change in the
name of our Company from “Good Host Spaces Private Limited” to “Good Host Spaces Limited”
August 29 2025 Clause I of the Memorandum of Association of our Company was amended to reflect the change in the
name of our Company from “Good Host Spaces Limited” to “Elevate Campuses Limited”
Major events and milestones of our Company
The table below sets forth some of the major events in the history of our Company and Subsidiaries:
Calendar Year Events
2005 Commencement of business operations
2017 Acquisition of the following hostel undertaking for the following businesses:
(i) Manipal University Jaipur;
(ii) HEI Karnataka; and
(iii) County.
2017 Acquisition of shareholding of our Company by Broad Street Investments Holding (Singapore)
Pte. Ltd. and Stonebridge 2017 (Singapore) Pte. Ltd., respectively
2018 Acquisition of 25.01% of our shareholding by Housing Development Finance Corporation
Limited
2019 Expansion of portfolio by acquisition of hostel undertaking of HEI Himachal Pradesh by one our
Subsidiaries, Good Host Spaces (Shoolini) Private Limited
2020 Infusion of capital by Broad Street Investments Holding (Singapore) Pte. Ltd., Stonebridge 2017
(Singapore) Pte. Ltd., and Housing Development Finance Corporation Limited, in our Company
2020 Acquisition of hostel undertaking of HEI Haryana by one of our Subsidiaries, Good Host Spaces
(Sonipat) Private Limited
2021 Acquisition of additional hostel undertaking of HEI Haryana by one of our Subsidiaries, Good
Host Spaces (Jagdishpur) Private Limited
2021 Infusion of capital by Broad Street Investments Holding (Singapore) Pte. Ltd., Stonebridge 2017
(Singapore) Pte. Ltd and Baskin Lake Investment Ltd, respectively
2023 Acquisition of additional hostel undertaking of HEI Haryana by one of our Subsidiaries, Good
Host Spaces (Jagdishpur) Private Limited
2023 Acquisition of our entire shareholding by our Promoter, Genius Bidco from the erstwhile
shareholders of the Company, i.e., Broad Street Investments Holding (Singapore) Pte. Ltd.,
Stonebridge 2017 (Singapore) Pte. Ltd. and Baskin Lake Investment Ltd.
2025 Acquisition of asset-light on-campus student housing business from Zolostays Property Solutions
Private Limited and branded it as ‘Scholar Z’.
337Calendar Year Events
2025 Letter of award issued by a technology institute located in South India for development of students
hostels
2025 Acquisition of 100% shareholding of Elevate UAE AssetCo, Souk HIS Singapore, Souk HIS
UAE, Souk NLCS Singapore and Souk NLCS UAE, pursuant to which our Company acquired
Hartland International School, Dubai and North London Collegiate School, Dubai
Key awards, accreditations and recognitions
Calendar Year Events
July 24, 2020 Awarded 5-star rating by the Green Rating for Integrated Habitat Assessment (“GRIHA”) Council,
to our hostel block at Manipal University, Jaipur, the highest level of certification for environmental
sustainability in building design and operations
Significant financial and strategic partnerships
As on the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or
strategic partnerships, other than in the ordinary course of our business.
Time/ cost overrun
As on the date of this Draft Red Herring Prospectus, there has been no time or cost over-run in respect of our
business operations.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
As on the date of this Draft Red Herring Prospectus, there has been no instance of defaults or rescheduling/
restructuring of borrowings availed by our Company with financial institutions/ banks.
Launch of key products or services, entry in new geographies or exit from existing markets, capacity/
facility creation or location of plants
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “– Major events and milestones” on pages 293 and 337, respectively.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years
Except as stated below, our Company has not made any material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years preceding the date of this
Draft Red Herring Prospectus.
I. Proposed acquisition of an entity engaged in the business of owning and leasing of hostel facilities in
HEI Uttarakhand
Pursuant to a share purchase agreement dated September 23, 2025 (HEI Uttarakhand SPA), our
Subsidiary, GHS North, along with our Company is proposing to acquire the 100.00% equity share
capital of an entity engaged in the business of owning and /or leasing academic and hostel facilities and
managing the campuses located in HEI Uttarakhand from certain third party sellers (“Sellers”). The
transaction yet to be completed, pending satisfaction of condition precedents including furnishing of a
valuation report by the seller.
Neither our Promoters nor any of our Directors have any relationship with the Seller.
Proposed acquisition of business undertaking of HEI Gujarat
Pursuant to a business transfer agreement dated March 27, 2024 and supplemental agreement dated May
29, 2025 (“HEI Gujarat BTA”), GHS West is proposing to acquire the business of running, managing
and operating the hostel accommodation and other facilities and provide on lease certain lands and
building (as described in the HEI Gujarat BTA) from the sponsor body operating the HEI Gujarat
(“Seller”) as a going concern on a slump sale basis, which shall be subject to certain adjustments as
338mentioned in the HEI Gujarat BTA. The transaction is yet to be completed, and the final valuation report
shall be obtained prior to closing.
However, this transaction is subject to the outcome of ongoing litigation involving the sponsor body of
HEI Gujarat which is currently pending. For details, see “Risk Factors-If we are unable to successfully
integrate and realize the anticipated benefits from the businesses that we acquired or intend to acquire,
our business, results of operations, financial condition, and cash flows could be adversely affected” on
page 48.
Neither our Promoters nor any of our Directors have any relationship with the Seller.
The total consideration payable under the HEI Gujarat BTA and HEI Uttarakhand SPA is ₹ 6820.97
million (subject to closing adjustments).
II. Acquisition of Elevate UAE AssetCo Holdings Pte. Ltd.
Our Company, pursuant to a securities purchase agreement dated September 17, 2025, purchased one
ordinary shareholding (i.e. 100% of the shareholding) of Elevate UAE Assetco from Elevate MENA
Master Holdings Pte. Ltd. (“Seller”); and pursuant to a securities subscription agreement dated
September 22, 2025, our Company subscribed to 123,000,000 optionally convertible redeemable
preference shares of Elevate UAE Assetco, for an aggregate consideration of US$123.00 million
(approximately ₹10,924.95 million). Pursuant to this acquisition, Elevate UAE AssetCo became our
subsidiary and consequently, Souk HIS Singapore, Souk HIS UAE, Souk NLCS Singapore and Souk
NLCS UAE became our Step-down Subsidiaries. Elevate UAE AssetCo is an affiliate of our Promoters.
In terms of the valuation reports each dated September 9, 2025 issued by Akshat P Jain & Associates (i)
prepared using the income, market, and asset approach, the equity value of Elevate UAE AssetCo as on
August 31, 2025 is assessed at $1, translating to $1 per equity share; and (ii) prepared using the income,
market and asset approach, the fair value of each optionally convertible redeemable preference shares of
Elevate UAE AssetCo as on August 31, 2025 was concluded at $1 per share. The valuation reports for
the acquisition of Elevate UAE AssetCo have been included in “Material Contracts and Documents for
Inspection – Material Documents” on page 626.
III. Acquisition of business undertaking from Zolostays Property Solutions Private Limited (“ZPSPL”)
and acquisition of shareholding in ZPSPL
1. Pursuant to a business transfer agreement dated February 28, 2025 and amendment agreement dated
April 10, 2025 (“Zolo BTA”), our Subsidiary, EHMSPL acquired from Zolostays Property Solutions
Private Limited (“Seller” or “ZPSPL”) the business of managing on-campus hostels/accommodation
units for educational institutions, colleges or universities by undertaking end-to-end facility management
as well as access to technology such as the Zolo Scholar App, for a service fee, along with assets and
assumed liabilities (as described in the Zolo BTA) as a going concern on a slump sale basis for a
consideration based on the enterprise value of ₹1,001.14 million and subject to balance sheet adjustments
(“Final Consideration Amount”). Additionally, our Subsidiary shall also issue and allot unsecured
optionally convertible debentures of our Subsidiary, EHMSPL to the Seller equivalent to 10% of the
Final Consideration Amount. In connection with this transfer, ZPSPL, EHMSPL and our Company,
entered into a shareholders’ agreement dated February 28, 2025 (“Zolo SHA”), under which, ZPSPL
will continue until March 31, 2026 to originate new customer contracts for the Company and, for any
Board-approved contracts executed by March 31, 2026, the Company must pay ZPSPL consideration as
set out in the Zolo SHA. The Company has obtained a purchase price allocation report dated September
5, 2025, issued by Raghu Iyer Associates.
2. Pursuant to the share purchase agreement dated June 3, 2025, between our Company, Nikhil Sikri and
ZPSPL, our Company purchased 432 equity shares of ZPSPL (i.e. 0.999% of the issued, subscribed and
paid-up share capital) from Nikhil Sikri for consideration of ₹100.00 million. Subsequently, our
Company entered into a deed of adherence and amendment to the shareholders’ agreement dated June 5,
2025, for the purposes of regulating the management and governance of ZPSPL, their relationship with
each other and certain aspects of the affairs of, and their dealings with ZPSPL.
Neither our Promoters nor any of our Directors have any relationship with ZPSPL or Nikhil Sikri.
339IV. Acquisition of hostel undertaking of Manipal University, Jaipur
1. Pursuant to a business transfer agreement dated September 7, 2017, entered into between our Company
and Manipal Integrated Services Private Limited (currently known as Manipal Education and Medical
Group India Private Limited) (“MISPL”), MISPL transferred and assigned absolutely, unto our
Company all its rights and interest in the (i) buildings and structures constructed on the Sub-leased Land;
(ii) assets and intangible rights; (iii) accounts receivables; (iv) copies of government authorisations; (v)
claims, rights, causes of actions, and defences arising from the transferred business; (vi) rights to deposits
and prepaid expenses of the transferred business; (vii) identified employees; and (viii) employee benefit
plans, as a going concern, for a total consideration of ₹3,975.93 million. The consideration was
determined by way of a valuation report dated December 11, 2017, issued by Celestia Advisors Private
Limited, prepared using discounted cash flow method.
Further, pursuant to the lease deed dated October 5, 2017 (“Lease Deed”) executed between our
Company and Manipal University Jaipur (“MUJ”), our Company was granted sub-lease rights over a
portion of the land forming part of the MUJ (“Sub-leased Land”) for a term of 30 years subject to
payment of annual rent of ₹0.10 million. Subsequently, through an amendment to the Lease Deed dated
June 6, 2023, our Company surrendered a portion of the Sub-leased Land to MUJ, post which our
Company continues to retain a sub-lease of 16.57 acres of the Sub-leased Land, including the buildings
and structures constructed thereon, including but not limited to 3,000 rooms comprising 6,000 beds for
use by students and/ or guests.
Neither our Promoters nor any of our Directors have any relationship with MISPL.
V. Acquisition of business undertaking of County
Pursuant to a Business Transfer Agreement dated September 7, 2017, entered into amongst our Company,
Manipal Integrated Services Private Limited (“Seller”), Broad Street Investments Holding (Singapore)
Pte. Ltd. (“BSIHSPL”) and others and deed of conveyance each dated October 5, 2017 entered into
between our Company and the Seller, the Seller transferred and assigned absolutely, to our Company all
its rights and interest in the (i) buildings and structures constructed on the Sub-leased Land; (ii) assets
and intangible rights; (iii) accounts receivables; (iv) copies of government authorisations; (v) claims,
rights, causes of actions, and defences arising from the transferred business; (vi) rights to deposits and
prepaid expenses of the transferred business; (vii) identified employees; and (viii) employee benefit
plans, as a going concern on a slump sale basis, for a total consideration value of ₹1,190.50 million. The
consideration was supported by way of a valuation report dated December 11, 2017, issued by Celestia
Advisors Private Limited, prepared using rent capitalisation method
Neither our Promoters nor any of our Directors have any relationship with the Seller or BSIHSPL.
VI. Acquisition and divestment of business undertaking in HEI Karnataka
Our Company had acquired sub-lease rights over specified parcels of land and ownership rights over
hostel buildings situated within HEI Karnataka from HEI Karnataka for a consideration of ₹969.30
million. The consideration was supported by way of a valuation report dated December 11, 2017, issued
by Celestia Advisors Private Limited, prepared using rent capitalisation method.
Further, pursuant to a cancellation and transfer agreement dated April 9, 2025, (the “Cancellation and
Transfer Agreement”), our Company surrendered all leasehold rights and ownership rights over hostel
buildings situated within HEI Karnataka to the parent entity managing HEI Karnataka for a total
consideration of ₹2,075.00 million.
Neither our Promoters nor any of our Directors have any relationship with HEI Karnataka.
VII. Acquisition of hostel undertaking by Good Host Spaces (Shoolini) Private Limited in HEI Himachal
Pradesh
Pursuant to the agreement for transfer of hostel undertaking dated November 20, 2019, entered into by
one of our subsidiaries Good Host Spaces (Shoolini) Private Limited (“GHS Shoolini”) with the sponsor
entity of HEI Himachal Pradesh (“Sponsor”) and others. Pursuant to the transfer of the hostel
undertaking GHS Shoolini acquired the hostel undertaking situated at HEI Himachal Pradesh, as a going
340concern, on a slump sale basis for a sale consideration of ₹660.60 million. The consideration was
supported by way of a valuation report dated December 11, 2019, issued by Celestia Advisors Private
Limited, prepared using book value method, sales comparison method under market approach and
depreciated replacement cost method.
Further, pursuant to a sub-lease deed and a rent deed, each dated November 21, 2019, GHS Shoolini
acquired leasehold rights for a term of 60 years, over specified residential hostel buildings situated within
HEI Himachal Pradesh from its Sponsor for a total lease rent of ₹0.72 million, thereby effecting the above
transfer. GHS Shoolini operates, manages and provides hostel and allied facilities and amenities for
students and guests of HEI Himachal Pradesh.
Neither our Promoters nor any of our Directors have any relationship with the Foundation.
VIII. Acquisition of properties by Good Host Spaces (Sonipat) Private Limited in HEI Haryana
Pursuant to transfer of hostel undertaking and hostel accommodation and services agreement dated
March 21, 2020, entered into by one of our subsidiary, GHS Sonipat and HEI Haryana, GHS Sonipat
acquired the rights and interest in the (i) buildings and structures constructed on the Sub-leased Land;
(ii) assets and intangible rights; (iii) accounts receivables; (iv) copies of government authorisations; (v)
claims, rights, causes of actions, and defences arising from the transferred business; (vi) rights to deposits
and prepaid expenses of the transferred business situated at HEI Haryana, as a going concern on a slump
sale basis, for a total consideration of ₹ 9,059.00 million (“Transfer”). The consideration was determined
by way of a valuation report dated July 12, 2020, issued by Celestia Advisors Private Limited, prepared
using discounted cash flows methods and market comparison method. Further, by way a sale deed dated
March 31, 2020, entered into between our material subsidiary, GHS Sonipat and the sponsor trust of the
HEI Haryana (“Trust”), GHS Sonipat acquired all rights, title, and interest in the hostel buildings and
structures situated in HEI Haryana and thereby giving effect to the above transfer. Simultaneously, GHS
Sonipat entered into a lease deed dated March 31, 2020, thereby acquiring leasehold rights over the land
parcels forming part of HEI Haryana, for the operation and management of student hostel facilities and
related services for a term of 50 years for a total lease of ₹70.00 million.
Neither our Promoters nor any of our Directors have any relationship with the Trust.
IX. Acquisition of properties by Good Host Spaces (Jagdishpur) Private in HEI Haryana
Pursuant to the transfer of hostel undertaking and hostel accommodation and service agreement dated
July 20, 2021 entered into between our Material Subsidiary, GHS (Jagdishpur) and HEI Haryana, GHS
Jagdishpur acquired rights and interest in the (i) assets and intangible rights; (ii) accounts receivables;
(iii) copies of government authorisations; (iv) claims, rights, causes of actions, and defences arising from
the transferred business; (v) rights to deposits and prepaid expenses of the transferred business; (vi)
identified employees; and (vii) employee benefits plans in relation to HEI Haryana for a total
consideration of ₹ 346.00 million. The consideration was supported by way of a valuation report issued
by Celestia Advisors Private Limited, prepared using discounted cash flows methods. Subsequently, by
way of sale deed and a lease deed, each dated July 12, 2021 entered into between GHS Jagdishpur and
the operating trust of HEI Haryana (“Trust”), GHS Jagdishpur, has acquired leasehold rights over a
hostel block forming part of the land situated at HEI Haryana, for the operation and management of
student hostel facilities and related services for a term of 50 years for a total lease payment of Rs. 7.00
million, thereby giving effect to the above transfer.
Additionally, by way of a transfer of hostel undertaking and hostel accommodation and service
agreement dated July 20, 2021 entered into between our Material Subsidiary, GHS (Jagdishpur) and HEI
Haryana, GHS Jagdishpur acquired the hostel undertaking of HEI Haryana for a total consideration of ₹
2,077.10 million (paid in tranches).The consideration was supported by way of a valuation report, issued
by Celestia Advisors Private Limited, prepared using discounted cash flows methods. Subsequently,
pursuant to a sale deed and a lease deed, each dated August 10, 2023, entered into between GHS
Jagdishpur and the Trust, GHS Jagdishpur acquired leasehold rights over an additional parcel of land and
building premises forming part of the HEI Haryana, for a total lease payment of ₹18.00 million, for the
operation and management of student hostel facilities and related services for a term of 50 years, thereby
giving effect to the above transfer.
Neither our Promoters nor any of our Directors have any relationship with the Trust.
341Summary of key agreements
Except as stated below and in the ordinary course of business, there are no agreements/ arrangements and clauses/
covenants entered into by the Shareholders, Promoters, members of the Promoter Group, Group Company, related
parties, Directors, Key Managerial Personnel, employees of our Company and Subsidiaries, among themselves or
with our Company or with a third party, solely or jointly, which, (i) either directly or indirectly or potentially or
whose purpose and effect is to, (a) impact the management or control of our Company or (b) other than in the
ordinary course of business, impose any restriction or create any liability upon our Company, or (ii) are material
and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision of
prospective investors in connection with the Issue, including any rescission, amendment or alteration of such
agreements, whether or not our Company is a party to such agreements.
Share Purchase Agreement dated October 14, 2023 between our Promoter, Genius Bidco, Baskin Lake
Investment Ltd, Broad Street Investments Holding (Singapore) Pte. Ltd, and Stonebridge 2017 (Singapore)
Pte. Ltd (“Share Purchase Agreement”)
Pursuant to the Share Purchase Agreement our Promoter purchased an aggregate of 22,104,372 fully paid-up
equity shares of our Company, representing 100% of the fully paid-up share capital, from Baskin Lake Investment
Ltd, Broad Street Investments Holding (Singapore) Pte. Ltd, and Stonebridge 2017 (Singapore) Pte. Ltd. For
more details of the equity shares purchased and the price of acquisition, please see section titled “Capital
Structure- Build-up of Promoters’ shareholding in our Company” on page 113.
Details of shareholders’ agreements
Our Company, Promoters and Shareholders do not have any inter-se agreements/ arrangements and clauses /
covenants which are material in nature and that there are no other clauses / covenants which are adverse / pre-
judicial to the interest of the minority / public shareholders as on the date of this Draft Red Herring Prospectus.
Also, there are no other agreements, deed of assignments, acquisition agreements, shareholders’ agreement, inter-
se agreements, agreements of like nature.
Our holding company
As on the date of this Draft Red Herring Prospectus, one of our Promoters, Genius Bidco. is our holding company.
For details regarding the corporate information and nature of business of Genius Bidco, please see “Our Promoters
and Promoter Group – Details of our Promoters” on page 375.
Our Subsidiaries
As on the date of this Draft Red Herring Prospectus, we have 14 Subsidiaries comprising of 10 Direct Subsidiaries
and 4 Step-Down Subsidiaries. For further details, see “Our Subsidiaries” on page 343.
Our Company does not have any associates or joint ventures as on the date of this Draft Red Herring Prospectus.
Agreements with Key Managerial Personnel, Senior Management, Promoters, Directors or any other
employee
As on date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel, Senior Management, Promoters or Directors or any other employee of our Company, either by
themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of our Company.
342OUR SUBSIDIARIES
Set forth below is the list of Subsidiaries of our Company, as on the date of this Draft Red Herring Prospectus:
Direct Subsidiaries
1. Good Host Spaces (Shoolini) Private Limited;
2. Good Host Spaces (Jagdishpur) Private Limited;
3. Good Host Spaces (Sonipat) Private Limited;
4. Good Host Spaces (Chennai) Private Limited;
5. Good Host Spaces (West) Private Limited;
6. Good Host Spaces (North) Private Limited;
7. Elevate Hostel Management Services Private Limited;
8. Good Host Spaces (Dehradun) Private Limited;
9. Elevate UAE AssetCo Holdings Pte. Ltd.; and
10. Good Host Spaces Educational Foundation.
Step-down Subsidiaries(1)
11. Souk NLCS Holdings Pte. Ltd.;
12. Souk NLCS Holdings Limited;
13. Souk HIS Holdings Pte. Ltd; and
14. Souk HIS Holdings Limited.
(1) Step-down Subsidiaries of our Company since September 24, 2025
For details in relation to K 12 Entities and Campuses, please see “Proposed Acquisitions” on page 270.
Direct Subsidiaries
1. Good Host Spaces (Shoolini) Private Limited
Corporate information
Good Host Spaces (Shoolini) Private Limited (“GHS Shoolini”) was incorporated as a private limited company
on September 11, 2019 under the Companies Act, 2013. The registered office of GHS Shoolini is situated at 902-
906, 9th Floor, Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013,
Maharashtra, India.
Nature of business
GHS Shoolini is authorized to engage inter alia in the business of providing, building and facility management,
administration and environment maintenance services and to provide all kinds of related services including
interiors, ambience design structures to guesthouse, hostels, service apartments, lodging and boarding houses,
flats, dwelling houses, shops, offices, clubs, residential and commercial premises.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Shoolini are as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
10,000 equity shares of ₹1 each 10,000
Issued, subscribed and paid-up capital
9,432 equity shares of ₹1 each 9,432
Shareholding pattern
The shareholding pattern of GHS Shoolini as on the date of this Draft Red Herring Prospectus is set out below:
343S. No. Name of the shareholder No. of equity shares Percentage of equity
bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (formerly known as Good 9,431 99.99
Host Spaces Limited)
2. Nimesh Grover 1 0.01
Total 9,432 100.00
Financial information
Certain key financial indicators of GHS Shoolini are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 222.86 195.87 165.70
Reserves 246.30 198.23 190.26
Total income 238.45 202.85 171.10
Profit/(Loss) after tax 48.07 7.97 15.05
Profit/(Loss) after tax margin (%) 21.57% 4.07% 9.08%
Earnings per share (Basic) (in ₹) 5,096.48 844.69 1,595.95
Earnings per share (Diluted) (in ₹) 5,096.48 844.69 1,595.95
Accumulated profits or losses
There are no accumulated profits or losses of GHS Shoolini that have not been accounted for by our Company in
the Restated Consolidated Summary Statement.
2. Good Host Spaces (Jagdishpur) Private Limited
Corporate information
Good Host Spaces (Jagdishpur) Private Limited (“GHS Jagdishpur”) was incorporated as a private limited
company on March 8, 2021 under the Companies Act, 2013. The registered office of GHS Jagdishpur is at 902-
906, 9th Floor, Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013,
Maharashtra, India.
Nature of business
GHS Jagdishpur is authorized to engage inter alia in the business of providing, building and facility management,
administration and environment maintenance services and to provide all kinds of related services including
interiors, ambience design structures to guesthouse, hostels, service apartments, lodging and boarding houses,
flats, dwelling houses, shops, offices, clubs, residential and commercial premises.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Jagdishpur is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
1,00,000 equity shares of ₹1 each 1,00,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS Jagdishpur as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 100.00
Spaces Limited)
344S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
2. Genius Rajkot Investment Holdings Pte. Ltd. (as a nominee of 1 Negligible
Elevate Campuses Limited)
Total 1,000 100.00
Financial information
Certain key financial indicators of GHS Jagdishpur are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 396.04 294.05 56.31
Reserves 314.35 380.75 -65.65
Total income 399.34 306.94 58.76
Profit/(Loss) after tax (66.40) (75.43) (14.03)
Profit/(Loss) after tax margin (%) (16.77)% (25.65)% (24.92)%
Earnings per share (Basic) (in ₹) (66,403.72) (75,426.98) 14,029.73
Earnings per share (Diluted) (in ₹) (66,403.72) (75,426.98) 14,029.73
Accumulated profits or losses
There are no accumulated profits or losses of GHS Jagdishpur that have not been accounted for by our Company
in the Restated Consolidated Summary Statement.
3. Good Host Spaces (Sonipat) Private Limited
Corporate information
Good Host Spaces (Sonipat) Private Limited (“GHS Sonipat”) was incorporated as a private limited company on
December 19, 2019 under the Companies Act, 2013. The registered office of GHS Sonipat is at 902-906, 9th Floor,
Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013, Maharashtra,
India.
Nature of business
GHS Sonipat is authorized to engage inter alia in the business of providing, building and facility management,
administration and environment maintenance services and to provide all kinds of related services including
interiors, ambience design structures to guesthouse, hostels, service apartments, lodging and boarding houses,
flats, dwelling houses, shops, offices, clubs, residential and commercial premises.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Sonipat is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
100,000 equity shares of ₹1 each 100,000
Issued, subscribed and paid-up capital
23,048 equity shares of ₹1 each 23,048
Shareholding pattern
The shareholding pattern of GHS Sonipat as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 23,047 99.99
Spaces Limited)
2. Nimesh Grover 1 0.01
Total 23,048 100.00
345In addition, our Company holds 6,381 optionally convertible debentures of face value of ₹73,730 each of GHS
Sonipat.
Financial information
Certain key financial indicators of GHS Sonipat are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 1,510.18 1,536.23 1,386.94
Reserves 967.46 2,043.69 1,955.23
Total income 1,606.42 1,605.47 1,415.58
Profit/(Loss) after tax 79.18 88.56 (80.76)
Profit/(Loss) after tax margin (%) 5.24 5.76 (5.82)
Earnings per share (Basic) (in ₹) 3,435.58 3,842.21 (3,503.99)
Earnings per share (Diluted) (in ₹) 2,690.65 1,963.70 (3,503.99)
Accumulated profits or losses
There are no accumulated profits or losses of GHS Sonipat that have not been accounted for by our Company in
the Restated Consolidated Financial Information.
4. Good Host Spaces (Chennai) Private Limited
Corporate information
Good Host Spaces (Chennai) Private Limited (“GHS Chennai”) was incorporated as a private limited company
on March 11, 2024 under the Companies Act, 2013. The registered office of GHS Chennai is at 902-906, 9th Floor,
Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013, Maharashtra,
India.
Nature of business
GHS Chennai is authorized to engage inter alia in the business of providing residential accommodation to
university students, faculty and guests for residential purposes.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Chennai is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
100,000 equity shares of ₹1 each 100,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS Chennai as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 100.00
Spaces Limited)
2. Genius Rajkot Investment Holdings Pte. Ltd. (as a nominee 1 Negligible
of Elevate Campuses Limited (Formerly known as Good
Host Spaces Limited))
Total 1,000 100.00
Financial information
346Certain key financial indicators of GHS Chennai are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024* 2023*
Revenue from operations - - -
Reserves (0.13) - -
Total income - - -
Profit/(Loss) after tax (0.13) - -
Profit/(Loss) after tax margin (%) 0.00% - -
Earnings per share (Basic) (in ₹) (134.02) - -
Earnings per share (Diluted) (in ₹) (134.02) - -
* GHS Chennai was incorporated on March 11, 2024, and accordingly, financial information from March 11, 2024 to March 31, 2025 is
included in the financial statements for Financial Year ended March 31, 2025. Since GHS Chennai was not incorporated in Financial Year
2024 and 2023, no related financial information is disclosed in table above.
Accumulated profits or losses
There are no accumulated profits or losses of GHS Chennai that have not been accounted for by our Company in
the Restated Consolidated Summary Statement.
5. Good Host Spaces (Dehradun) Private Limited
Corporate information
Good Host Spaces (Dehradun) Private Limited (“GHS Dehradun”) was incorporated as a private limited
company on February 17, 2025, under the Companies Act, 2013. The registered office of GHS Dehradun is at
902-906, 9th Floor, Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400
013, Maharashtra, India.
Nature of business
GHS Dehradun is authorized to engage inter alia in the business of providing residential accommodation to
university students, faculty and guests for residential purposes.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Dehradun is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
100,000 equity shares of ₹1 each 100,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS Dehradun as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 100.00
Spaces Limited)
2. Genius Rajkot Investment Holdings Pte. Ltd. (as a nominee of 1 Negligible
Elevate Campuses Limited (Formerly known as Good Host
Spaces Limited)
Total 1,000 100.00
Financial information
Certain key financial indicators of GHS Dehradun are set forth below:
(in ₹million, unless specified otherwise)
347Particulars For the Fiscal
2025 2024* 2023*
Revenue from operations - - -
Reserves - - -
Total income - - -
Profit/(Loss) after tax - - -
Profit/(Loss) after tax margin (%) - - -
Earnings per share (Basic) (in ₹) - - -
Earnings per share (Diluted) (in ₹) - - -
* GHS Dehradun was incorporated on February 17, 2025, and accordingly there have been no transactions between February 17, 2025 to
March 31, 2025. Further, , data for the Financial Years ended March 31, 2024 and March 31,2023, i.e., for periods prior to GHS Dehradun
being incorporated, is not applicable and hence have not been included.
Accumulated profits or losses
There are no accumulated profits or losses of GHS Dehradun that have not been accounted for by our Company
in the Restated Consolidated Summary Statement.
6. Good Host Spaces (West) Private Limited
Corporate information
Good Host Spaces (West) Private Limited (“GHS West”) was incorporated as a private limited company on
March 8, 2022 under the Companies Act, 2013. The registered office of GHS West is at 902-906, 9th Floor, Tower
B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013, Maharashtra, India.
Nature of business
GHS West is authorized to engage inter alia in the business of providing, building and facility management,
administration and environment maintenance services and to provide all kinds of related services including
interiors, ambience design structures to guesthouse, hostels, service apartments, lodging and boarding houses,
flats, dwelling houses, shops, offices, clubs, residential and commercial premises.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS West is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
1,00,000 equity shares of ₹1 each 1,00,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS West as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 99.99
Spaces Limited)
2. Nimesh Grover 1 0.01
Total 1,000 100.00
Financial information
Certain key financial indicators of GHS West are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations - - -
Reserves (18.39) (0.87) (0.01)
Total income 33.53 1.38 -
348Particulars For the Fiscal
2025 2024 2023
Profit/(Loss) after tax (17.52) (0.86) (0.01)
Profit/(Loss) after tax margin (%) - - -
Earnings per share (Basic) (in ₹) (17,520.00) (860.95) (10.00)
Earnings per share (Diluted) (in ₹) (17,520.00) (860.95) (10.00)
Accumulated profits or losses
There are no accumulated profits or losses of GHS West that have not been accounted for by our Company in the
Restated Consolidated Summary Statement.
7. Good Host Spaces (North) Private Limited
Corporate information
Good Host Spaces (North) Private Limited (“GHS North”) was incorporated as a private limited company on
April 17, 2025 under the Companies Act, 2013, with the RoC CRC. The registered office of GHS North is at VO-
302, WeWork Eldeco Centre, Block A, Shivalik Colony, Malviya Nagar, New Delhi 110 017, India.
Nature of business
GHS North is authorized to engage inter alia in the business of providing residential accommodation to university
students, faculty and guests for residential purposes.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS North is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
100,000 equity shares of ₹1 each 100,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS North as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 100.00
Spaces Limited)
2. Genius Rajkot Investment Holdings Pte. Ltd. (as a nominee of 1 Negligible
Elevate Campuses Limited (Formerly known as Good Host
Spaces Limited))
Total 1,000 100.00
Financial information
Certain key financial indicators of GHS North are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025* 2024* 2023*
Revenue from operations - - -
Reserves - - -
Total income - - -
Profit/(Loss) after tax - - -
Profit/(Loss) after tax margin (%) - - -
Earnings per share (Basic) (in ₹) - - -
Earnings per share (Diluted) (in ₹) - - -
*GHS North was incorporated on April 17, 2025, and accordingly, data for the Financial Years ended March 31, 2025, 2024 and 2023, i.e.,
for periods prior to GHS North becoming our Subsidiary is not applicable and hence have not been included.
349Accumulated profits or losses
There are no accumulated profits or losses of GHS North that have not been accounted for by our Company in the
Restated Consolidated Summary Statement.
8. Elevate Hostel Management Services Private Limited
Corporate information
Elevate Hostel Management Services Private Limited (“EHMSPL”) was incorporated as a private limited
company on January 31, 2025 under the Companies Act, 2013. The registered office of EHMSPL is at 902-906,
9th Floor, Tower B, Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013,
Maharashtra, India.
Nature of business
EHMSPL is authorized to engage inter alia in the business of providing residential accommodation to university
students, faculty and guests for residential purposes.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of EHMSPL is as follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
100,000 equity shares of ₹1 each 100,000
Issued, subscribed and paid-up capital
1,111 equity shares of ₹1 each 1,111
Shareholding pattern
The shareholding pattern of EHMSPL as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 1000 90.01
Spaces Limited)
2. Zolostays Property Solutions Private Limited 111 9.99
Total 1,111 100.00
Financial information
Certain key financial indicators of EHMSPL are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024* 2023*
Revenue from operations - NA NA
Reserves (0.01) NA NA
Total income - NA NA
Profit/(Loss) after tax (0.01) NA NA
Profit/(Loss) after tax margin (%) - NA NA
Earnings per share (Basic) (in ₹) (10) NA NA
Earnings per share (Diluted) (in ₹) (10) NA NA
*EHMSPL was incorporated on January 31, 2025, and accordingly, financial information for Fiscal 2025 has been provided and accordingly,
data for the Financial Years ended March 31, 2024 and 2023, i.e., for periods prior to EHMSPL becoming our Subsidiary, is not applicable
and hence have not been included
Accumulated profits or losses
There are no accumulated profits or losses of EHMSPL that have not been accounted for by our Company in the
Restated Consolidated Summary Statement.
3509. Good Host Spaces Educational Foundation
Corporate information
Good Host Spaces Educational Foundation (“GHS Foundation”) was incorporated on March 10, 2022 under the
Companies Act, 2013. The registered office of GHS Foundation is at 902-906, 9th Floor, Tower B, Naman
Midtown, Senapati Bapat Marg, Near Indiabulls, Lower Parel, Mumbai 400 013, Maharashtra, India.
Nature of business
GHS Foundation is authorized to engage inter alia in the business of promotion of education, vocational
education, upliftment and promoting social measures in the field of science, art sports, technology and research
in social sectors, provide scholarships, infrastructure and logistics assistance to students from various strata of
society, assist in research and design, develop, deliver, incubate and participate directly and indirectly in
development of standards and best practices in education and other social sectors and to promote the welfare for
socially and economically backward group of society.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of GHS Foundation is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
10,000 equity shares of ₹1 each 10,000
Issued, subscribed and paid-up capital
1,000 equity shares of ₹1 each 1,000
Shareholding pattern
The shareholding pattern of GHS Foundation as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of shareholding (%)
₹1 each
1. Elevate Campuses Limited (Formerly known as Good Host 999 100.00
Spaces Limited)
2. Nimesh Grover 1 Negligible
Total 1,000 100.00
Financial information
Certain key financial indicators of GHS Foundation are set forth below:
(in ₹million, unless specified otherwise)
Particulars For the Fiscal
2025 2024 2023
Revenue from operations 7.74 2.09 0.19
Reserves (0.17) (0.08) -0.05
Total income 7.74 2.09 0.19
Profit/(Loss) after tax (0.09) (0.03) -0.05
Profit/(Loss) after tax margin (%) (1.16)% (1.44)% (26.32)%
Earnings per share (Basic) (in ₹) (90) (31) (50)
Earnings per share (Diluted) (in ₹) (90) (31) (50)
Accumulated profits or losses
There are no accumulated profits or losses of GHEF that have not been accounted for by our Company in the
Restated Consolidated Summary Statement.
35110. Elevate UAE AssetCo Holdings Pte. Ltd.
Corporate information
Elevate UAE AssetCo Holdings Pte. Ltd (“Elevate UAE AssetCo”) was incorporated as a private company
limited by shares on August 23, 2024 in Singapore. The registered office of Elevate UAE AssetCo is at 36,
Robinson Road, #20-01, City House, Singapore 068 877.
Nature of business
Elevate UAE AssetCo is authorized to engage inter alia in the business of investment holding and is permitted to
carry out investment activities as authorized under the constitutional documents.
As on date of this Draft Red Herring Prospectus, the details of the capital structure of Elevate UAE AssetCo is as
follows:
Particulars Aggregate nominal value (in USD)
Authorised share capital
1 ordinary shares of USD 1 each 1
Issued, subscribed and paid-up capital
1 ordinary shares of USD 1 each 1
Shareholding pattern
The shareholding pattern of Elevate UAE AssetCo as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of ordinary Percentage of equity
No. shares bearing face shareholding (%)
value of USD 1 each
1. Elevate Campuses Limited 1 100
Total 1 100.00
Optionally convertible redeemable preference shares
S. Name of original allottees Number of optionally convertible redeemable
No. preference shares of USD 1 each
1. Elevate Campuses Limited 123,000,000
Financial information
Certain key financial indicators of Elevate UAE AssetCo are set forth below:
Particulars (Amount in ₹) ( amount in USD)
For the Fiscal# For the Fiscal
2025 2024* 2023*
Revenue from operations - - - -
Reserves (73,44,989.08) (85,826.00) - -
Total income - - - -
Profit/(Loss) after tax (73,44,989.08) (85,826.00) - -
Profit/(Loss) after tax margin (%) - - - -
Earnings per share (Basic) (in USD) N.A. N.A. - -
Earnings per share (Diluted) (in USD) N.A. N.A. - -
*Elevate UAE AssetCo was incorporated on March 20, 2025, and accordingly, financial information for Fiscal 2025 has been provided and
accordingly, data for the Financial Years ended March 31, 2024 and 2023, i.e., for periods prior to Souk HIS becoming our Subsidiary, have
not been included.
Conversion rate being 1$= ₹85.58
Step-down Subsidiaries
35211. Souk HIS Holdings Pte. Ltd.
Corporate information
Souk HIS Holdings Pte. Ltd. (“Souk HIS Singapore”) was incorporated as a private company limited by shares
on August 23, 2024 in Singapore. The registered office of Souk HIS Singapore is at 36, Robinson Road, #20-
01,City house, Singapore 068877
Nature of business
Souk HIS Singapore is authorized to engage inter alia in the business of special purpose vehicle - holding
ownership of equity and non-equity assets.
As on date of this Draft Red Herring Prospectus, the details of the capital structure of Souk HIS Singapore is as
follows:
Particulars Aggregate nominal value (in USD)
Authorised share capital
1 ordinary shares of USD 1 each 1
Issued, subscribed and paid-up capital
1 ordinary shares of USD 1 each 1
Shareholding pattern
The shareholding pattern of Souk HIS Singapore as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of ordinary shares Percentage of equity
No. bearing face value of shareholding (%)
USD 1 each
1. Elevate UAE AssetCo Holdings Pte. Ltd 1 100
Total 1 100.00
Financial information
Certain key financial indicators of Souk HIS Singapore are set forth below:
(amount in USD)
Particulars (Amount in ₹) For the Fiscal
For the Fiscal# 2025 2024* 2023*
Revenue from operations - - - -
Reserves (73,44,989.08) (85,826.00) - -
Total income - - - -
Profit/(Loss) after tax (73,44,989.08) (85,826.00) - -
Profit/(Loss) after tax margin (%) - - - -
Earnings per share (Basic) (in N.A. - -
N.A.
USD)
Earnings per share (Diluted) (in - N.A. - -
USD)
*Souk HIS Holdings Pte. Ltd was incorporated on March 20, 2025, and accordingly , financial information for #Fiscal 2025 has been provided
and accordingly, the date for the Financial Years ended March 31, 2024 and 2023, i.e., for periods prior to Souk HIS becoming Company’s
Subsidiary, have not been included.
#Conversion rate being 1$= ₹85.58
12. Souk HIS Holdings Limited
Corporate information
Souk HIS Holdings Limited (“Souk HIS UAE”) was incorporated as a private company limited by shares on
March 20, 2025 in Abu Dhabi under the Companies Regulations, 2020. The registered office of Souk HIS UAE
is at Suite 204, Level 15, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi,
United Arab Emirates.
353Nature of business
Souk HIS UAE is authorized to engage inter alia in the business of special purpose vehicle - holding ownership
of equity and non-equity assets.
As on date of this Draft Red Herring Prospectus, the details of the capital structure of Souk HIS UAE is as follows:
Particulars Aggregate nominal value (in USD)
Authorised share capital
1 ordinary shares of USD 1 each 1
Issued, subscribed and paid-up capital
1 ordinary shares of USD 1 each 1
Shareholding pattern
The shareholding pattern of Souk HIS UAE as on the date of this Draft Red Herring Prospectus is set out below:
S. Name of the shareholder No. of ordinary shares Percentage of equity
No. bearing face value of shareholding (%)
USD 1 each
1. Souk HIS Holdings Pte. Ltd. 1 100.00
Total 1 100.00
Financial information
Certain key financial indicators of Souk HIS UAE are set forth below:
Particulars (Amount in ₹) (Amount in USD)
For the Fiscal# For the Fiscal
2025 2025 2024* 2023*
Revenue from operations - - - -
Reserves (7,271,732.60) (84,970.00) - -
Total income - - - -
Profit/(Loss) after tax (7,271,732.60) (84970.00) - -
Profit/(Loss) after tax margin (%) - - - -
Earnings per share (Basic) (in USD) NA N.A. - -
Earnings per share (Diluted) (in USD) NA N.A. - -
*Souk HIS UAE was incorporated on March 20, 2025, and accordingly, financial information for Fiscal 2025 has been provided and
accordingly, data for the Financial Years ended March 31, 2024 and 2023, i.e., for periods prior to Souk HIS becoming our Subsidiary, have
not been included.
#Conversion rate being 1$= ₹85.58
13. Souk NLCS Holdings Pte. Ltd.
Corporate information
Souk NLCS Holdings Pte. Ltd. (“Souk NLCS Singapore”) was incorporated as a private company limited by
shares on August 23, 2024 in Singapore. The registered office of Souk NLCS Singapore is at 36 Robinson Road,
#20-02, City House, Singapore-068 877
Nature of business
Souk NLCS Singapore is authorized to engage inter alia in the business of special purpose vehicle - holding
ownership of equity and non-equity assets.
As on date of this Draft Red Herring Prospectus, the details of the capital structure of Souk NLCS Singapore is as
follows:
Particulars Aggregate nominal value (in USD)
Authorised share capital
1 ordinary shares of USD 1 each 1
Issued, subscribed and paid-up capital
1 ordinary shares of USD 1 each 1
354Shareholding pattern
The shareholding pattern of Souk NLCS Singapore as on the date of this Draft Red Herring Prospectus is set out
below:
S. Name of the shareholder No. of ordinary Percentage of equity
No. shares bearing face shareholding (%)
value of USD 1 each
1. Elevate UAE AssetCo Holdings Pte. Ltd 1 100.00
Total 1 100.00
Financial information
Certain key financial indicators of Souk NLCS Singapore are set forth below:
Particulars (Amount in ₹) (Amount in USD)
For the Fiscal# For the Fiscal
2025 2024* 2023*
Revenue from operations - - - -
Reserves (7,344,989.08) (85,826.00) - -
Total income - - - -
Profit/(Loss) after tax (7,344,989.08) (85,826.00) - -
Profit/(Loss) after tax margin (%) - - - -
Earnings per share (Basic) (in USD) N.A. N.A. - -
Earnings per share (Diluted) (in USD) N.A. N.A. - -
*Souk NLCS Singapore was incorporated in August 23, 2024, and accordingly, financial information for Fiscal 2025 has been provided and
accordingly, data for the Financial Years ended March 31, 2024 and 2023, i.e., for periods prior to Souk NLCS Singapore becoming our
Subsidiary, have not been included.
*Conversion rate being 1$ = ₹ 85.58
14. Souk NLCS Holdings Limited
Corporate information
Souk NLCS (“Souk NLCS UAE”) was incorporated as a private company limited by shares on June 10, 2025 in
Abu Dhabi under the Companies Regulations, 2020. The registered office of Souk NLCS UAE is at Suite 204,
Level 15, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab
Emirates.
Nature of business
Souk NLCS UAE is authorized to engage inter alia in the business of special purpose vehicle - holding ownership
of equity and non-equity assets.
Capital structure
As on date of this Draft Red Herring Prospectus, the details of the capital structure of Souk NLCS UAE is as
follows:
Particulars Aggregate nominal value (in ₹)
Authorised share capital
1 ordinary shares of USD 1 each 1
Issued, subscribed and paid-up capital
1ordinary shares of USD 1 each 1
Shareholding pattern
The shareholding pattern of Souk NLCS UAE as on the date of this Draft Red Herring Prospectus is set out
below:
355S. Name of the shareholder No. of equity shares Percentage of equity
No. bearing face value of 1 shareholding (%)
USD each
1. Souk NLCS Holdings Pte. Ltd. 1 100
Total 1 100.00
Financial information
Certain key financial indicators of Souk NLCS UAE are set forth below:
Particulars For the Fiscal
2025 2024 2023
Revenue from operations - - -
Reserves - - -
Total income - - -
Profit/(Loss) after tax - - -
Profit/(Loss) after tax margin (%) - - -
Earnings per share (Basic) (in AED) - - -
Earnings per share (Diluted) (in AED) - - -
*Souk NLCS UAE was incorporated on June 20, 2025, and accordingly, financial information for Fiscal 2025 has not been provided and
accordingly, data for the Financial Years ended March 31, 2025, March 31, 2024 and 2023, i.e., for periods prior to Souk NLCS becoming
our Subsidiary, have not been included.
Other confirmations
Listing
As on the date of this Draft Red Herring Prospectus, none of the securities of our Subsidiaries are listed in India
or abroad. Further, none of the securities of our Subsidiaries have been refused listing by any stock exchange in
India or abroad.
Interest in our Company
As on the date of this Draft Red Herring Prospectus, except as disclosed in “Other Financial Information - Related
Party Transactions” on page 500, our Subsidiaries do not have any: (a) business interest in our Company; or (b)
related business transactions with our Company.
Common pursuits
Except for Souk NLCS, Souk HIS and GHS Foundation, our Subsidiaries are either engaged in or are authorised
by their respective constitutional documents to engage in the same line of business as that of our Company. We
shall adopt necessary procedures and practices as permitted by law to address any situations that may lead to
conflict, as and when they arise. For further details see “Risk Factors ” on page 39.
356OUR MANAGEMENT
In terms of the Companies Act, 2013 and the Articles of Association, our Company is authorised to have a
minimum of 3 Directors and a maximum of 15 Directors. As on the date of this Draft Red Herring Prospectus,
our Board has six Directors, comprising 1 (one) Whole-time Director, 3 (three) Non-executive Directors and 2
(two) Independent Directors (including 1 (one) woman Independent Director)
The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus:
Sr. Name, designation, address, occupation, Age (in Directorships in other companies
No. date of birth, term, period of directorship years)
and DIN
1. Anami Narayan Roy 75 Indian companies
Designation: Chairman and Independent (i) Bajaj Auto Limited;
Director (ii) Bajaj Finance Limited;
(iii) Bajaj Finserv Limited;
Address: 62, Sagar Tarang, Khan Abdul (iv) Bajaj Housing Finance Limited;
Gaffar Khan Road, Worli Seaface, Mumbai (v) Siemens Limited;
– 400 030, Maharashtra, India (vi) Vandana Foundation; and
(vii) Good Host Spaces (Sonipat) Private Limited
Occupation: Consultant
Foreign companies
Date of birth: May 15, 1950 Nil
Term: Two years effective from September
10, 2025
Period of directorship: Since September 28,
20171
DIN: 01361110
2. Vinod Raja Rao 53 Indian companies
Designation: Whole-time Director and Chief (i) Good Host Spaces (Sonipat) Private Limited;
Financial Officer (ii) Good Host Spaces (Dehradun) Private
Limited;
Address: Flat no 2203, Lodha Grandeur,
(iii) Good Host Spaces (West) Private Limited;
Sayani Road, Opp Parel ST Depot,
(iv) Good Host Spaces Educational Foundation;
Prabhadevi, Mumbai – 400 025,
Maharashtra, India (v) Good Host Spaces (Chennai) Private
Limited;
Occupation: Service (vi) Good Host Spaces (Jagdispur) Private
Limited;
Date of birth: April 19, 1972
(vii) Good Host Spaces (North) Private Limited;
(viii) Good Host Spaces (Shoolini) Private
Term: Five years effective from September
10, 2025. Liable to retire by rotation Limited; and
(ix) Elevate Hostel Management Services Private
Period of directorship: Since September 10, Limited.
20252
Foreign companies
DIN: 11291901
Nil
3. Siddhartha Gupta 46 Indian companies
Designation: Non-executive Director (i) Crimson Education Management Services
Private Limited;
Address:A-2502, Lodha Bellissimo, N. M.
(ii) Live Park Realty Private Limited;
Joshi Marg, Mahalaxmi, Mumbai – 400 011,
(iii) Logicap Advisors Private Limited;
Maharashtra, India
(iv) Pragati Warehousing Private Limited;
Occupation: Business (v) P. R. J. Warehousing Private Limited;
(vi) R. J. Warehousing Private Limited;
Date of birth: March 8, 1979 (vii) Tablespace Technologies Private Limited; and
(viii)W-Realty Enterprise Private Limited
Term: Liable to retire by rotation
357Sr. Name, designation, address, occupation, Age (in Directorships in other companies
No. date of birth, term, period of directorship years)
and DIN
Period of directorship: Since November 21, Foreign companies
20232
Nil
DIN: 05146690
4. Joseph Raymond Gagnon 47 Indian companies
Designation: Non-executive Director
(i) Tablespace Technologies Private Limited;
(ii) P.R.J. Warehousing Private Limited;
Address: 57 Grange Rd, #09-01 Gramercy
(iii) Pragati Warehousing Private Limited; and
Park, Singapore 249569
(iv) R.J. Warehousing Private Limited;
Occupation: Co-founder of Rava Partners
Foreign companies
Date of birth: November 23, 1977
(i) Tianji International Limited;
Term: Liable to retire by rotation (ii) Tianji International Holding Corporation;
(iii) Golden Excel Holdings Limited;
Period of directorship: Since August 25,
(iv) Winner Way Creation Limited;
20252
(v) Rongxing Industrial (Hong Kong) Limited;
DIN: 08442273 (vi) Xiongda (China) Limited;
(vii) Shenzhen Huicheng Development Co., Ltd.;
(viii)Tianji Chancheng Group Co., Ltd.;
(ix) Beijing Asia Cold Holdings Co., Ltd;
(x) Asia Cold (HK) holdings Limited;
(xi) AsiaCold (BVI) Limit;
(xii) AsiaCold Limit;
(xiii)AsiaCold (HK) AC Limited;
(xiv) Asiacold Coldchain Limited;
(xv) Asiacold CC 1 Limited;
(xvi) Asiacold (HK) 1 Limited;
(xvii) Bright Securities Supply Chain Management
(Hong Kong) Co., Limited;
(xviii) Asiacold CC 2 Limited;
(xix) Asiacold (HK）2 Limited;
(xx) Asiacold Star Limited;
(xxi) AsiaCold (HK) Star Limited;
(xxii) AsiaCold Diamond Limited;
(xxiii) AsiaCold (HK) Diamond Limited;
(xxiv) AsiaCold Snow Limited;
(xxv) AsiaCold (HK) Snow Limited;
(xxvi) AsiaCold Galaxy Limited;
(xxvii) AsiaCold (HK) Galaxy Limited;
(xxviii) JD Property Group Corporation;
(xxix) HBK Ltd;
(xxx) GaoLu (HK) II Holdings Limited;
(xxxi) MIG Holdings Limited;
(xxxii) ATLATL Innovation Ltd;
(xxxiii) ATLATL Parks (sBVI) Ltd;
(xxxiv) ATLATL Parks Ltd;
(xxxv) ATLATL Parks HK Limited;
(xxxvi) Normandy (BVI) Ltd;
(xxxvii) DigitaLand Holdings Limited;
(xxxviii) Samty Holdings Co., Ltd; and
358Sr. Name, designation, address, occupation, Age (in Directorships in other companies
No. date of birth, term, period of directorship years)
and DIN
(xxxix) Song Holdings G.K.
5. Mukesh Tiwari 44 Indian companies
Designation: Non-executive Director (i) Elevate Hostel Management Services Private
Limited
Address: B/1604-5, Julian Alps, Bhakti
Park, Anik Wadala Link Road, Wadala East, Foreign companies
Mumbai - 400 037, Maharashtra, India
Nil
Occupation: Service
Date of birth: August 4, 1981
Term: Liable to retire by rotation
Period of directorship: Since August 22,
20252
DIN: 06599112
6. Rashmi Satish Joshi 59 Indian companies
Designation: Independent Director (i) Bharat Forge Limited; and
(ii) Orkla India Limited
Address: B-1103, Eldora CHS, Hillside
Avenue, Hariom Nagar, Hiranandani Foreign companies
Gardens, Powai, Mumbai, Maharashtra 400
076, India (i) CIEL Textile Limited
Occupation: Service Professional
Date of birth: July 30, 1966
Term: 5 years
Period of directorship: Since September 25,
2025
DIN: 06641898
1. The appointment was regularized by Shareholders pursuant to their resolution dated July 16, 2018.
2. The appointment was regularized by Shareholders pursuant to their resolution dated September 17, 2025.
Brief profiles of our Directors
Anami Narayan Roy is the Chairman and Independent Director on our Board. He is a former director general of
police and police commissioner of Mumbai, having served in the Indian Police Service in Maharashtra and
Government of India for over 38 years. He is also on the board of directors of Bajaj Finserv Limited, Bajaj Finance
Limited, Siemens Limited and Bajaj Auto Limited.
Vinod Raja Rao is the Whole-time Director and Chief Financial Officer of our Company. He has been associated
with our Company since January 07, 2025. He holds a bachelor’s degree in commerce from the University of
Poona, Pune Maharashtra, India. He has passed the final examination held by the Institute of Cost and Works
Accountants, is an associate of the Institute of Chartered Accountants of India and he is also a certified public
accountant from the State Board of Accountancy of Colorado, Colorado, USA. He is responsible for the
Company’s overall financial activities, meeting revenue and earnings goals, profitability analysis, cash flow
management, ensuring internal financial controls and coordinating with both, the statutory and internal auditors
of our Company. He has over 28 years of experience as a finance professional with experience in financial
359services, telecom infrastructure, oil and gas sectors. Prior to joining our Company, he was associated with Asea
Brown Boveri Limited, KPMG, Castrol India Limited, BP India Services Private Limited and Indus Towers
Limited.
Siddhartha Gupta is the Non-executive Director on our Board. He is a member of the Institute of Chartered
Accountants of India. and a post–graduate diploma in Management from Indian Institute of Management Society,
Lucknow, Uttar Pradesh, India. He has over 26 years’ experience in real estate industry. He was previously
associated with BofA Securities India Limited (formerly known as DSP Merrill Lynch Limited) and Blackstone
Advisors India Private Limited.
Joseph Raymond Gagnon is the Non-executive Director on our Board. He has passed the examination for
bachelor’s degree with a major in mathematical economics from Wake Forest University, Winston Salem, North
Carolina, USA. In 2020, Hillhouse established the real assets strategy Rava Partners ("Rava Partners"), together
with Joseph Gagnon and other Rava senior management, as a complement to Hillhouse's broader investment
platform. He has over 24 years of experience in real estate sector. He was previously associated with GE Real
Estate Corporation, Warburg Pincus Asia LLC and General Electric Capital.
Mukesh Tiwari is the Non-executive Director on our Board. He has passed the examination for bachelor’s degree
in commerce from the University of Calcutta, Kolkata, West Bengal, India. He holds a post-graduate diploma in
management from the Indian Institute of Management Society, Lucknow, Uttar Pradesh, India. He has over 19
years of experience in finance. He was previously associated with Ernst & Young Pvt. Ltd., RREEF India Advisors
Private Limited, Standard Chartered Bank, Actis Advisers Private Limited and Goldman Sachs (India) Alternative
Investment Management Private Limited.
Rashmi Satish Joshi is an Independent is Director on our Board. She holds a bachelor’s degree in Commerce
from University of Bombay, Mumbai, Maharashtra, India. She is also qualified chartered accountant as well as a
company secretary. She has around 24 years of experience in finance function of manufacturing, marketing and
selling companies in lubricants, fast moving consumer goods pharmaceuticals and consumer durable industry.
She was previously associated with Veedol Corporation Limited, Castrol India Limited, Carrier Aircon Limited,
BP India Private Limited, Nicholas Piramal India Limited and Godrej Consumer Products Ltd. She was recognised
as chief financial officer of year 2018 by Financial Express.
Relationship between Directors, Key Managerial Personnel and Senior Management
None of our Directors, Key Managerial Personnel and Senior Management are related to each other.
Arrangement or understanding with major shareholders, customers, suppliers or others
Except for Joesph Raymond Gagaon association with funds under Rava Partners and an employment agreement
between Mukesh Tiwari and Educap Elevate Investment Advisors India Private Limited (which is a Group
Company of our Company) relating to his full-time employee position, there is no arrangement or understanding
with major Shareholders, customers, suppliers or others, pursuant to which any of our Directors have been
appointed
Terms of Appointment of Directors
Terms of appointment of our Whole-time Director
Vinod Raja Rao
Pursuant to the resolution dated September 17, 2025, passed by our Board, and resolution passed by our
Shareholders at their meeting held on September 17, 2025, read along with the appointment letter dated January 7,
2025 governing his appointment as a Chief Financial Officer of our Company, Vinod Raja Rao is entitled to
remuneration and other benefits, the details of which are set forth below:
Particulars Amount (₹ in million) and perquisites
Gross Salary 16.30 million per annum
Bonus Performance linked - Annual bonus to be decided based on his performance and
performance of the Company
360Perquisites i. Mediclaim coverage starting post 30 (thirty) days from the date of joining (self, Spouse,
2 dependent children & parents up to age limit 75;
ii. Term insurance coverage starts post 30 (thirty) days from date of joining. (subject to
clearance of all fitness criteria as laid down by the insurance company); and
iii. Accidental benefits coverage starts post 30 (thirty) days from date of joining.
He received a gross remuneration of 8.78 million for Fiscal 2025 from our Company.
Terms of appointment of our Independent Directors
Pursuant to the resolutions passed by our Board and shareholders dated September 25, 2025, each of our
Independent Directors is entitled to receive a sitting fee of ₹ 0.10 million per meeting for attending meetings of
the Board and the Committees, each. Along with remuneration by way of commission not exceeding an amount
of ₹ 3.20 million p.a. each for the duration of their appointment.
Payment or benefit to Directors of our Company
Details of the sitting fees or other remuneration paid to our Directors in Fiscal 2025 are set forth below:
Remuneration to our Whole-time Director
Our Whole-time Director (who also acts as our Chief Financial Officer) was appointed during Fiscal 2025, and
was paid an aggregate remuneration of ₹ 8.78 million by our Company.
Remuneration to our Independent Directors
Our Independent Director, Anami Narayan Roy, was appointed during Fiscal 2025 and, was paid an aggregate
remuneration of ₹ 3.00 million by our Company. No sitting fees or commission or remuneration was paid by our
Company to our Independent Director, Rashmi Joshi, who was appointed in Fiscal 2026.
Remuneration to our Non-executive Directors
Our Non-executive Directors were appointed during Fiscal 2026, and no sitting fees or commission or
remuneration was paid by our Company to our Non-executive Directors for Fiscal 2025.
Remuneration paid or payable by our Subsidiaries
As on the date of this Draft Red Herring Prospectus, none of our Directors are entitled to remuneration from our
Subsidiaries
Bonus or profit sharing plan for our Directors
Other than the performance bonus component of our Whole-time Director’s remuneration as set out above, none
of our Directors are party to any bonus or profit-sharing plan of our Company.
Shareholding of our Directors in our Company
As on the date of this Draft Red Herring Prospectus except Vinod Raja Rao, Whole-time Director and Chief
Financial Officer who holds one Equity Share as nominee of Genius Bidco, none of our Directors hold any Equity
Shares in our Company.
Contingent and deferred compensation payable to our Directors
There is no contingent or deferred compensation payable to our Directors for Fiscal 2025, which does not form
part of their remuneration during Fiscal 2025.
Loans to Directors
None of our Directors have availed loans from our Company.
Service contracts with Directors
There are no service contracts entered into with any Directors, which provide for benefits upon termination of
employment.
361Interest of Directors
All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses,
if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of
our Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses,
if any, payable to them.
Certain of our Directors may also be interested to the extent of Equity Shares, if any (together with dividends in
respect of such Equity Shares), held by the entities in which they are associated as partners, promoters, directors,
proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms, ventures, trusts
in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the
Issue and any dividend and other distributions payable in respect of such Equity Shares.
Our Directors may also be deemed to be interested to the extent of the directorships held by them in our
Subsidiaries.
No 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 a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.
Interest in land and property
None of our Directors are interested in any property acquired or proposed to be acquired of or by our Company.
None of our Directors have any interest in any transaction by our Company for acquisition of land, construction
of building or supply of machinery.
Interest in promotion or formation of our Company
None of our Directors have an interest in the promotion of our Company, as on the date of this Draft Red Herring
Prospectus.
Confirmations
Our Directors are not, and during the five years prior to the date of this Draft Red Herring Prospectus, have not
been on the board of any listed company whose shares have been/ were suspended from being traded on the stock
exchange(s) during the term of their directorship in such company.
None of our Directors have been or are directors on the board of any listed companies which was or has been
delisted from any stock exchange(s) during the term of their directorship in such companies.
Further, our Directors have neither been identified as Wilful Defaulters nor have been identified as Fraudulent
Borrowers, as defined under the SEBI ICDR Regulations.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below.
Name of Director Date of change Reasons
Rashmi Satish Joshi September 25, 2025 Appointment as Independent director
Sagar Jadgish Punjabi September 25, 2025 Resignation as nominee director
Arpit Nahata September 25, 2025 Resignation as nominee director
Vinod Raja Rao September 17, 2025 Appointment as Whole-time director
Siddhartha Gupta September 17, 2025 Redesignation as Non-Executive director
Joseph Raymond September 17, 2025 Appointment as Non-Executive director
Gagnon
Mukesh Tiwari September 17, 2025 Redesignation as Non-Executive director
Anami Narayan Roy September 17, 2025 Reappointment as Independent Director
Nimesh Grover April 24, 2025 Resignation as director
Sagar Jagdish Punjabi December 18, 2024 Appointment as nominee director
Arpit Nahata December 18, 2024 Appointment as nominee director
Siddhartha Gupta December 18, 2024 Appointment as nominee director
362Name of Director Date of change Reasons
Nimesh Grover September 19, 2024 Redesignation as Whole-time director
Sagar Jagdish Punjabi November 21, 2023 Appointment as nominee non-executive director
Arpit Nahata November 21, 2023 Appointment as non-executive director
Siddhartha Gupta November 21, 2023 Appointment as non-executive director
Anish Kumar Saraf November 21, 2023 Resignation as non-executive director
Swapnil Sinha November 21, 2023 Resignation as non-executive director
Varun Telaprolu November 21, 2023 Resignation as non-executive director
Ruchita Rajen Maniar November 21, 2023 Resignation as non-executive director
Mukesh Tiwari November 21, 2023 Resignation as nominee director
Kiyomi Urbas Williams November 21, 2023 Resignation as nominee director
Ruchita Rajen Maniar September 29, 2023 Appointment as nominee non-executive director
Borrowing Powers
Pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 and our Articles
of Association, subject to applicable laws and pursuant to the resolution passed by our Board dated September 5,
2025, and the special resolution passed by our Shareholders on September 5, 2025, our Board has been authorised
to borrow money as and when required, from, including without limitation, any bank and/ or other financial
institution and/or foreign lender and/or any body corporate, entity or authority, either in Indian National Rupees
or in such foreign currencies as may be permitted by law from time to time, as may be deemed appropriate for an
aggregate amount not exceeding the amount of ₹ 30,000 million, notwithstanding that money so borrowed together
with the monies already borrowed by together with the monies already borrowed by our Company, if any (apart
from temporary loans obtained by our Company’s bankers in the ordinary course of business) may exceed the
aggregate of the paid-up share capital of our Company and its free reserves since the provision became applicable.
Corporate Governance
The provisions of the SEBI Listing Regulations (as applicable to an equity listed company) with respect to
corporate governance will be applicable to us immediately upon the listing of our Equity Shares with the Stock
Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing
Regulations, the Companies Act, 2013 and other applicable regulations of SEBI, in respect of corporate
governance including in respect of the constitution of our Board and Committees thereof, and formulation and
adoption of policies.
As on the date of this Draft Red Herring Prospectus, our Board has six Directors, comprising 1 (one) Whole-time
Director, 3 (three) Non-executive Directors and 2 (two) Independent Directors (including 1 (one) woman
Independent Director)
Board committees
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act 2013:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Risk Management Committee; and
(e) Corporate Social Responsibility Committee.
Audit Committee
The Audit Committee was constituted by way of a Board resolution dated September 26, 2025. The Audit
Committee is in compliance with Section 177 and other applicable provisions of the Companies Act 2013 and
Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises:
S. No. Name Designation Position in the Committee
3631. Rashmi Satish Joshi Independent Director Chairperson
2. Anami Narayan Roy Chairman and Independent Director Member
3. Mukesh Tiwari Non – Executive Director Member
The Company Secretary shall act as the secretary to the Audit Committee.
Scope and terms of reference:
The Audit Committee shall have powers, including the following:
1) to investigate any activity within its terms of reference;
2) to seek information from any employee;
3) to obtain outside legal or other professional advice;
4) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed
under the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and
5) such other powers as may be prescribed under the Companies Act 2013 and the SEBI Listing
Regulations.
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:
1) oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;
2) recommendation to our Board for appointment, re-appointment, replacement, remuneration and other
terms of appointment of statutory auditors of the Company and the fixation of the audit fee;
3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4) examining and reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the Board for approval, with particular reference to:
a) 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;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by
management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions; and
g) modified opinion(s) in the draft audit report.
5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
6) 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
364those stated in the issue document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the Board to take up steps in this
matter.
7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
8) approval of any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed, by the independent directors who are members of the Audit
Committee;
a) Recommend criteria for omnibus approval or any changes to the criteria for approval of the Board;
b) Make omnibus approval for related party transactions proposed to be entered into by the Company for
every financial year as per the criteria approved;
c) Review of transactions pursuant to omnibus approval;
d) 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.
Explanation: The term “related party transactions” shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act 2013.
9) scrutiny of inter-corporate loans and investments;
10) valuation of undertakings or assets of the Company, wherever it is necessary;
11) evaluation of internal financial controls and risk management systems;
12) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems;
13) 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;
14) discussion with internal auditors of any significant findings and follow-up thereon;
15) 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;
16) 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;
17) looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18) reviewing the functioning of the whistle blower mechanism;
19) monitoring the end use of funds raised through public offers and related matters;
36520) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit
Committee directly hearing grievances of victimization of employees and directors, who used vigil
mechanism to report genuine concerns in appropriate and exceptional cases;
21) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
22) reviewing the utilization of loans and/or advances from/investment by the Company in its subsidiary(/ies)
exceeding ₹ 1,000,000,000 or 10% of the asset size of the subsidiary(/ies), whichever is lower including
existing loans/ advances/ investments;
23) review the financial statements, in particular, the investments made by any unlisted subsidiary;
24) considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;
25) approving the key performance indicators (“KPIs”) for disclosure in the offer documents, and approval
of KPIs once every year, or as may be required under applicable law; and
26) carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/or as provided under the Companies Act 2013, the SEBI Listing Regulations or any
other applicable law, as and when amended from time to time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by way of a Board resolution dated September 26,
2025. The composition and the terms of reference of the Nomination and Remuneration Committee are in
compliance with Section 178 and other applicable provisions of the Companies Act 2013 and Regulation 19 of
the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises:
S. No. Name Designation Position in the Committee
1. Rashmi Satish Joshi Independent Director Chairperson
2. Anami Narayan Roy Chairman and Independent Member
Director
3. Siddhartha Gupta Non – Executive Director Member
Scope and terms of reference:
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
1) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to our Board a policy relating to the remuneration of the directors, key
managerial personnel and other employees (“Remuneration Policy”);
2) 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:
a) use the services of external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
3) Formulation of criteria for evaluation of performance of independent directors and the Board;
3664) Devising a policy on Board diversity;
5) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal and carrying out evaluation of every director’s performance (including independent
director);
6) Analysing, monitoring and reviewing various human resource and compensation matters;
7) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
8) 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;
9) recommend to the board, all remuneration, in whatever form, payable to senior management;
10) Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when
amended from time to time;
11) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should
ensure that:
a) 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;
b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c) 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.
12) Perform such functions as are required to be performed under the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, including the
following:
a) administering any existing and proposed employee stock option schemes formulated by the
Company from time to time (the “Plan”);
b) determining the eligibility of employees to participate under the Plan;
c) granting options to eligible employees and determining the date of grant;
d) determining the number of options to be granted to an employee;
e) determining the exercise price under the Plan; and
f) construing and interpreting the Plan and any agreements defining the rights and obligations of
the Company and eligible employees under the Plan, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the Plan.
13) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
367a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and
b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to Securities Market) Regulations, 2003, by the trust, the Company and its
employees, as applicable.
14) Carrying out any other activities as may be delegated by the Board of Directors of the Company,
functions required to be carried out by the Nomination and Remuneration Committee as provided under
the Companies Act 2013, the SEBI Listing Regulations or any other applicable law, as and when
amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was reconstituted by a resolution of our Board dated September 26,
2025. The composition and terms of reference of the Stakeholders’ Relationship Committee are in compliance
with Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The
Stakeholders’ Relationship Committee currently comprises:
S. No. Name Designation Position in the Committee
1. Anami Narayan Roy Chairman and Chairperson
Independent Director
2. Vinod Raja Rao Whole-time Director Member
and Chief Financial
Officer
3. Mukesh Tiwari Non – Executive Member
Director
Scope and terms of reference:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by
the under applicable law, the following:
1) considering and looking into various aspects of interest of shareholders, debenture holders and other
security holders including review of statutory compliance relating to all security holders;
2) resolving 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, issue of
new/duplicate certificates, general meetings etc.;
3) giving effect to allotment of equity shares, approval of transfer or transmission of equity shares,
debentures or any other securities and oversee and review the matters related thereto;
4) issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
5) review of measures taken for effective exercise of voting rights by shareholders;
6) review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent;
7) Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company;
8) Resolving grievances of debenture holders related to creation of charge, payment of interest/principal,
maintenance of security cover and any other covenants; and
3689) carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee
as contained in the Companies Act 2013 or the SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
Risk Management Committee
The Risk Management Committee was reconstituted by a resolution of our Board dated September 26, 2025. The
composition and terms of reference of the Risk Management Committee are in compliance with Regulation 21 of
the SEBI Listing Regulations. The Risk Management Committee currently comprises:
S. No. Name Designation Position in the Committee
1. Rashmi Satish Joshi Independent Director Chairperson
2. Vinod Raja Rao Whole-time Director and Chief Member
Financial Officer
3. Mukesh Tiwari Non- Executive Director Member
Scope and terms of reference:
1) Review, assess and formulate the risk management system and policy of the Company from time to time
and recommend for an amendment or modification thereof, which shall include:
a) a framework for identification of internal and external risks specifically faced by the Company,
in particular including financial, operational, sectoral, sustainability (particularly, environment,
social and governance related risks), information, cyber security risks or any other risk as may
be determined by the Risk Management Committee;
b) measures for risk mitigation including systems and processes for internal control of identified
risks; and
c) business continuity plan;
2) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3) Monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
4) Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;
5) Keep the Board of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;
6) Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);
7) To implement and monitor policies and/or processes for ensuring cyber security;
8) To coordinate its activities with other committees, in instances where there is any overlap with activities
of such committees, as per the framework laid down by the Board; and
9) Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended.
369Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was reconstituted by a resolution of our Board dated September
26, 2025. The composition and terms of reference of the Corporate Social Responsibility Committee are in
compliance with Section 135 and other applicable provisions of the Companies Act 2013. The Corporate Social
Responsibility Committee currently comprises:
S. No. Name Designation Position in the Committee
1. Anami Narayan Roy Chairman and Independent Director Chairperson
2. Vinod Raja Rao Whole- time Director and Chief Member
Financial Officer
3. Mukesh Tiwari Non – Executive Director Member
Scope and terms of reference:
The Corporate Social Responsibility Committee shall be authorized to perform the following functions:
1) 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,
and the rules made thereunder, each as amended, monitor the implementation of the same from time to
time, and make any revisions therein as and when decided by the Board;
2) identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;
3) review and recommend the amount of expenditure to be incurred on the activities referred to in clause
(a);
4) monitor the Corporate Social Responsibility Policy of the Company from time to time;
5) the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its corporate social responsibility policy, which shall include the following:
a) the list of corporate social responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in Schedule VII of the Companies Act 2013;
b) the manner of execution of such projects or programmes as specified in the rules notified under
the Companies Act 2013;
c) the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
d) monitoring and reporting mechanism for the projects or programmes; and
e) 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
recommendation of its Corporate Social Responsibility Committee, based on the reasonable justification
to that effect; and
6) 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
applicable law, as and when amended from time to time.
Other Committees
In addition to the committees mentioned above, our Company has constituted other committees at our Board level,
namely the IPO Committee.
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370Management Organization Chart
BOARD OF DIRECTORS
Vinod Raja Rao Nishthi Haresh Dharmani
Stanislos Simon D’britto Ajay Kumar Chief Financial Officer & Company Secretary &
Chief Operating Officer Chief Investment Officer Whole-time Director Compliance Officer
Viraj Prasad
Mukulraj Raghorty
Senior Vice President –
General Counsel
Finance
371Key Managerial Personnel and Senior Management
Key Managerial Personnel
In addition to our Whole-time Director and Chief Financial Officer, whose details are provided in “- Brief Profiles
of our Directors” above, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring
Prospectus are set forth below:
Nishthi Haresh Dharmani is the Company Secretary and Compliance Officer of our Company. She has been
associated with our Company since September 1, 2025. She holds a bachelor’s degree in law from the University
of Mumbai, Maharashtra, India. She is a member of the Institute of Company Secretaries in India. She is
responsible for secretarial and compliance matters pertaining to Companies Act, Securities laws including SEBI
disclosures. She has over 12 years of experience, prior to joining our Company, she was associated with Morarjee
Textiles Limited (part of the Ashok Piramal Group), Gretex Corporate Services Limited and Precision Wires India
Limited. She did not receive any compensation from our Company in Fiscal 2025, since she was appointed as our
Company Secretary and Compliance Officer of our Company.
Senior Management
In addition to our Whole-time Director and Chief Financial Officer and our Company Secretary and Compliance
Officer, who are also our Key Managerial Personnel and whose details have been disclosed above, the details of
our Senior Management as on the date of this Draft Red Herring Prospectus are set forth below:
Stanislos Simon D’britto is the Chief Operating Officer of our Company. He has been associated with our
Company since February 1, 2018. He holds a diploma in hotel management and catering technology from the
Board of Technical Examinations, on behalf of the Government of Maharashtra, India and a post-graduate diploma
in business administration from We School, Prin L. N. Welingkar Institute of Management Development &
Research, Mumbai, Maharashtra, India. He is responsible for overseeing and optimizing the Company’s day-to-
day operations, ensuring smooth coordination across departments and universities and alignment with strategic
goals of the Company in executing its long-term vision. He has over 26 years of experience, prior to joining our
Company, he was associated with ISS Facility Services India Pvt. Ltd. In Fiscal 2025, he received an aggregate
compensation of ₹ 23.36 million.
Ajay Kumar is the Chief Investment Officer of our Company. He has been associated with our Company since
July 1, 2024. He holds a bachelor’s degree in technology (electronics and communications engineering) from
Bharati Vidyapeeth’s College of Engineering affiliated with Guru Gobind Singh Indraprastha University, Delhi,
India and a post-graduate diploma in computer aided management from the Indian Institute of Management
Calcutta, Kolkata, West Bengal, India. He leads investment strategy, acquisitions, and portfolio optimization to
support growth and scalability with an aim to align investment decisions with operational capabilities for
acquisition of new assets and create long-term value for all the stakeholders. He has over 17 years of experience,
prior to joining our Company, he was associated with ICICI Bank Limited, Beekman Helix India Consulting
Private Limited, IDFC Alternatives Limited, Indiabulls Asset Management Company Limited and Investcorp
India Asset Managers Private Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 16.13 million
Viraj Prasad is the Senior Vice President – Finance of our Company. He has been associated with our Company
since February 26, 2018. He holds a bachelor’s degree in commerce with honors from the University of Calcutta,
Kolkata, West Bengal, India and is also a member of the Institute of Chartered Accountants of India He is
responsible for financial control including structuring, deal financing, and diligence projects. He has over 12 years
of experience, prior to joining our Company, he was associated with Ernst and Young Pvt. Ltd. and IREO Private
Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 9.67 million.
Mukulraj Raghorty is the General Counsel of our Company. He has been associated with our Company since
March 24, 2025. He is also admitted as a lawyer with Supreme Court of New South Wales, Australia. He has also
completed post-graduate diploma in management from Prin L. N. Welingkar Institute of Management
Development & Research, Mumbai, Maharashtra, India. He has completed his degree in law (B.L.S LL.B.) (Five
Year Degree Course) from Government Law College, Mumbai, Maharashtra, India. He is responsible for
overseeing all legal and regulatory requirements of the Company, including compliance with applicable laws, risk
management, contractual matters, and governance obligations. He has over 4 years of experience, prior to joining
the Company he was associated with Welspun Group. In Fiscal 2025, he received an aggregate compensation of
₹ 0.18 million.
372Status of Key Managerial Personnel and members of our Senior Management
All our Key Managerial Personnel and members of our Senior Management are permanent employees of our
Company.
Bonus or profit sharing plan for the Key Managerial Personnel and members of our Senior Management
Except as disclosed in “-Terms of appointment of our Whole-time Director”, none of our Key Managerial
Personnel or members of our Senior Management are party to any bonus or profit-sharing plan of our Company.
Shareholding of Key Managerial Personnel and members of our Senior Management
In addition to the details disclosed in “- Shareholding of our Directors in our Company” and except for (i) Ajay
Kumar, Chief Investment Officer; (ii) Stanislos Simon D’britto, Chief Operating Officer; and (iii) Viraj Prasad,
Senior Vice President – Finance, who hold one Equity Share each as nominees of Genius Bidco, none of our Key
Managerial Personnel and members of our Senior Management hold any Equity Shares in our Company, as on
the date of this Draft Red Herring Prospectus.
Service Contracts with Key Managerial Personnel and members of our Senior Management
Our Company has not entered into any service contracts, pursuant to which its Key Managerial Personnel or
members of our Senior Management are entitled to benefits upon termination of employment. Except statutory
benefits upon termination of their employment in our Company or superannuation, no Key Managerial Personnel
or Senior Management are entitled to any benefit upon termination of employment or superannuation.
Contingent and deferred compensation payable to Key Managerial Personnel and members of our Senior
Management
Discretionary bonuses of (i) ₹ 59.98 million to Stanislos Simon D’britto, Chief Operating Officer; and (ii) ₹ 27.08
million to Viraj Prasad, Senior Vice President – Finance, which are payable upon, inter alia, the listing of Equity
Shares of our Company on the Stock Exchanges, provided that if the listing does not occur by March 31, 2027,
then 50% of the respective discretionary bonus shall be payable on March 31, 2027 and the remaining 50% on
March 31, 2028 to Stanislos Simon D’britto and Viraj Prasad, respectively. Except for the above, there is no
contingent or deferred compensation payable to our Key Managerial Personnel or members of our Senior
Management, which accrued in Fiscal 2025.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel or members of our Senior Management have been appointed pursuant to
any arrangement or understanding with our major shareholders, customers, suppliers or others.
Interest of Key Managerial Personnel and members of our Senior Management
Other than as provided in “– Interest of Directors” above on page 362, none of our Key Managerial Personnel or
members of our Senior Management have any interest in our Company except to the extent of their remuneration
or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred
by them in the ordinary course of business.
Changes in Key Managerial Personnel or members of our Senior Management during the last three years
Other than the changes in our Whole-time Director under “Our Management - Changes to our Board in the last
three years” above and as set forth below, there are no other changes in our Key Managerial Personnel or members
of our Senior Management in the three years immediately preceding the date of this Draft Red Herring Prospectus:
Name Date Reason
Nishthi Haresh September 1, 2025 Appointment as Company Secretary and Compliance Officer
Dharmani
Vinod Raja Rao June 25, 2025 Appointment as Chief Financial Officer
Nimesh Grover April 24, 2025 Resignation as Chief Executive Officer
Girish Nadkarni October 9, 2024 Resignation as Chief Investment Officer
Ajay Kumar July 1, 2024 Appointment as Chief Investment Officer
Employee stock option and stock purchase schemes
373For details of the Employee Stock Option Scheme 2025 of our Company, see “Capital Structure – Employee Stock
Option Scheme” on page 120.
Payment or benefit to officer of our Company
No amount or benefit has been paid or given to any officer of our Company within the two years preceding the
date of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of
their employment, any employee stock options, for services rendered as officers of our Company, dividend that
may be payable in their capacity as Shareholders
374OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are (i) Genius Bidco Holdings Pte. Ltd.; and (ii) Genius Rajkot Investment
Holdings Pte. Ltd.
As on the date of this Draft Red Herring Prospectus, our Promoters hold, in aggregate, (a) 22,104,372 Equity
Shares bearing face value of ₹1 each; (b) 66,313,116 CCPS bearing face value of ₹1 each; and (c) 52,500,000 CD
bearing face value of ₹200 each. Further, as on the date of this Draft Red Herring Prospectus, the aggregate
shareholding of our Promoters constitute 100.00% of the pre-Issue equity share capital of our Company on a fully
diluted basis (calculated on the basis of total Equity Shares and such maximum number of Equity Shares which
will result upon conversion of outstanding CCPS and CD). For further details, see “Capital Structure – Notes to
Capital Structure – History of build-up of Promoters’ shareholding and lock-in of Promoters’ shareholding –
Build-up of Promoters’ shareholding in our Company” on page 112.
Details of our Promoters
(i) Genius Bidco Holdings Pte. Ltd.
Corporate information
Genius Bidco Holdings Pte. Ltd. (“Genius Bidco”) was originally formed or incorporated on September 18, 2023,
under the laws of the Republic of Singapore with unique entity number 202337455E. Its registered address is 12
Marina View #11-01, Asia Square Tower 2, Singapore - 018961.
Nature of business
As on the date of this Draft Red Herring Prospectus, Genius Bidco is primarily engaged in the business of holding
investments.
Change in activities
There has been no change in the primary business activities undertaken by Genius Bidco.
For details of our current business and strategies, see “Our Business” on page 293.
Board of directors
The board of directors of Genius Bidco, as on the date of this Draft Red Herring Prospectus is as set forth below:
Sr. No. Name of the director Designation
1. Siddhartha HARI Director
2. Srinivasulu YANAMANDRA Director
3. Chengkang YAN Director
Shareholding pattern
The shareholding pattern of Genius Bidco, as on the date of this Draft Red Herring Prospectus is as set forth
below:
Sr. No. Name of shareholders Number of ordinary shares Shareholding (%)
1. Genius Assetco Holdings Pte. Ltd. 1 100.00
Total 1 100.00
As on the date of this Draft Red Herring Prospectus, the ordinary shares of Genius Bidco are not listed on any
stock exchange.
Details of the promoter of Genius Bidco
The promoter of Genius Bidco is Genius Assetco Holdings Pte. Ltd. which is ultimately owned and controlled by
funds of Hillhouse Investment. Founded in 2005 with seed capital from Yale University Endowment, Hillhouse
is a leading global alternative investment manager headquartered in Singapore. With two decades of experience,
Hillhouse has grown to be a large alternative asset manager with a range of investment strategies that span public
equities, private equity, private credit and real assets. The firm has a global investment committee and an
375international team of over 100 investment and operational professionals from over 18 countries, including Japan,
United Kingdom, India, Singapore, and the United States. Hillhouse’s private equity portfolio is geographically
diverse, with investments in more than 25 countries worldwide. Hillhouse manages more than US$90 billion in
assets on behalf of primarily U.S., Southeast Asia and Middle East based institutional clients such as university
endowments, foundations, family offices and other long term institutional investors.
In 2020, Hillhouse established a real asset strategy operating under the brand Rava Partners (“Rava Partners”)
as a complement to Hillhouse’s broader platform. Since its launch, Rava Partners has committed more than
US$3.5 billion, in growth sectors of Asia’s real asset economy such as education, logistics / industrial, life sciences
/ healthcare and digital infrastructure.
No natural person holds 15% or more voting rights in Genius Assetco Holdings Pte. Ltd. on an aggregate basis.
Details of change in control of Genius Bidco
There has been no change in the control of Genius Bidco in the three years immediately preceding the date of this
Draft Red Herring Prospectus.
Our Company confirms that the permanent account number, bank account number and certificate of incorporation
of Genius Bidco will be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus.
(ii) Genius Rajkot Investment Holdings Pte. Ltd.
Corporate information
Genius Rajkot Investment Holdings Pte. Ltd. (“Genius Rajkot”) was originally formed or incorporated on March
8, 2024, under the laws of the Republic of Singapore with unique entity number 202409359R. Its registered
address is 12 Marina View #11-01, Asia Square Tower 2, Singapore – 018961.
Nature of business
As on the date of this Draft Red Herring Prospectus, Genius Rajkot is engaged in the business of holding
investments. Genius Rajkot is also registered as a foreign venture capital investor with SEBI.
Change in activities
There has been no change in the business activities of Genius Rajkot.
Board of directors
The board of directors of Genius Rajkot, as on the date of this Draft Red Herring Prospectus is as set forth below:
Sr. No. Name of the director Designation
1. S iddhartha HARI Director
2. S rinivasulu YANAMANDRA Director
3. C hengkang YAN Director
Shareholding pattern
The shareholding pattern of Genius Rajkot, as on the date of this Draft Red Herring Prospectus is as set forth
below:
Sr. No. Name of shareholders Number of ordinary shares Shareholding (%)
1. Genius Assetco Holdings Pte. Ltd. 1 100.00
Total 1 100.00
As on the date of this Draft Red Herring Prospectus, the ordinary shares of Genius Rajkot are not listed on any
stock exchange.
Details of Promoter of Genius Rajkot
376The promoter of Genius Rajkot is Genius Assetco Holdings Pte. Ltd. which is ultimately owned and controlled
by funds of Hillhouse Investment. Founded in 2005 with seed capital from Yale University Endowment, Hillhouse
is a leading global alternative investment manager headquartered in Singapore. With two decades of experience,
Hillhouse has grown to be a large alternative asset manager with a range of investment strategies that span public
equities, private equity, private credit and real assets. The firm has a global investment committee and an
international team of over 100 investment and operational professionals from over 18 countries, including Japan,
United Kingdom, India, Singapore, and the United States. Hillhouse’s private equity portfolio is geographically
diverse, with investments in more than 25 countries worldwide. Hillhouse manages more than US$90 billion in
assets on behalf of primarily U.S., Southeast Asia and Middle East based institutional clients such as university
endowments, foundations, family offices and other long term institutional investors.
In 2020, Hillhouse established a real asset strategy operating under the brand Rava Partners (“Rava Partners”)
as a complement to Hillhouse’s broader platform. Since its launch, Rava Partners has committed more than
US$3.5 billion, in growth sectors of Asia’s real asset economy such as education, logistics / industrial, life sciences
/ healthcare and digital infrastructure.
No natural person holds 15% or more voting rights in Genius Assetco Holdings Pte. Ltd. on an aggregate basis.
Details of change in control of Genius Rajkot
There has been no change in the control of Genius Rajkot in the three years immediately preceding the date of
this Draft Red Herring Prospectus.
Our Company confirms that the permanent account number, bank account number and certificate of incorporation
of Genius Rajkot will be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus.
Natural persons in control/ board of directors of Genius Assetco Holdings Pte. Ltd.
Genius Assetco Holdings Pte. Ltd. (“Genius Assetco”) was incorporated on July 7, 2023 under the laws of
Singapore with a registration number 202326760M.
Genius Assetco is the holding company of each of our Promoters.
As on the date of this Draft Red Herring Prospectus, no natural person holds 15% or more of the voting rights of
Genius Assetco.
Details regarding change in control of our Company
Our Promoters are Genius Bidco and Genus Rajkot. Our Promoters have been identified as the Promoters pursuant
to a resolution passed by our Board dated September 26, 2025. Genius Bidco has been our Promoter since 2023
and pursuant to the issuance of 52,500,000 Convertible Debentures bearing face value ₹ 200 each (i.e. 37.26% of
the pre-Issue equity share capital on a fully diluted basis) of our Company to Genius Rajkot, Genius Rajkot is
also now identified as a Promoter.
Our Promoters are not the original promoters of our Company. Genius Bidco acquired shareholding in our
Company through transfer of Equity Shares on November 21, 2023 from the erstwhile shareholders of the
Company, i.e., Broad Street Investments Holding (Singapore) Pte. Ltd., Stonebridge 2017 (Singapore) Pte. Ltd.,
and Baskin Lake Investment Ltd. pursuant to a share purchase agreement dated October 14, 2023. For further
details, see “– Notes to the Capital Structure – History of build-up of Promoters’ shareholding and lock-in of
Promoters’ shareholding – Build-up of Promoters’ shareholding in our Company” and “History and Certain
Corporate Matters – Summary of key agreements - Share Purchase Agreement dated October 14, 2023 between
our Promoter, Genius Bidco, Baskin Lake Investment Ltd, Broad Street Investments Holding (Singapore)
Pte. Ltd, and Stonebridge 2017 (Singapore) Pte. Ltd” on pages 112 and 342.
Interest of our Promoters
Our Promoters are interested in our Company to the extent (i) that they are the Promoters of our Company; (ii) of
their shareholding in our Company; (iii) the dividend payable, if any, and any other distributions in respect of the
Equity Shares held by them in our Company, from time to time. For further details of the interest, see “Capital
Structure” on page 104.
Our Promoters are not interested in the properties acquired or proposed to be acquired by our Company in the three
377years preceding the date of filing of the Draft Red Herring Prospectus and except pursuant to the Proposed
Acquisition our Promoter has no interest in the property 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.
Our Promoters not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid
to our Promoters or to such firm or company in which our Promoters are interested as a member, in cash or shares
or otherwise by any person either to induce any such person to become, or qualify them as a director, or otherwise
for services rendered by such firm or company in connection with the promotion of our Company.
Payment or benefits to our Promoters or to the members of the Promoter Group
There has been no payment of any amount or benefit given to our Promoters during the two years preceding the
date of filing of the Draft Red Herring Prospectus nor is there any intention to pay any amount or give any benefit
to our Promoters or the members of our Promoter Group as on the date of filing of this Draft Red Herring
Prospectus.
Material guarantees given by our Promoters to third parties with respect to Equity Shares
Except as stated in “Capital Structure - History of build-up of Promoters’ shareholding and lock-in of Promoters’
shareholding”, our Promoters have not given any material guarantee to any third party with respect to the Equity
Shares as on the date of this Draft Red Herring Prospectus.
Companies and firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any company or firm in the three years immediately
preceding the date of this Draft Red Herring Prospectus.
Promoter Group
Our Promoters do not have any natural persons who are part of our Promoter Group. Other than our Promoters,
the entity forming part of our Promoter Group (which does not include our Subsidiaries) is Genius Assetco.
378DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the
applicable laws including the Companies Act 2013 together with the applicable rules notified thereunder, as
amended.
Dividends, if any, payable by our Company will depend on a number of internal and external parameters, which,
inter alia, include, profits earned and available for distribution during the financial year, accumulated reserves
including retained earnings, net profit earned during the financial year, cash flows, debt repayment
schedules, fund requirement for contingencies and unforeseen events with financial implications,
expansion/diversification of business, macro-economic environment, regulatory changes and technological
changes. Any future determination as to the declaration and payment of dividends will be at the discretion of our
Board and will depend aforementioned parameters and on factors that our Board deems relevant, including
but not limited to the earnings, past dividend patterns, capital expenditures to be incurred by our Company,
cash flow position of our Company and the cost of borrowings, applicable legal restrictions, overall financial
position of our Company
Accordingly, our Company may not distribute dividend when there is absence or inadequacy of profits. Our
Company may also, from time to time, pay interim dividends. The declaration and payment of dividends if any,
will be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions
of the Articles of Association of our Company, Companies Act 2013, including the rules notified thereunder and
other applicable laws.
We have neither declared nor paid any dividends on the Equity Shares in any of the three preceding Financial
Years and until the date of this Draft Red Herring Prospectus.
379SECTION V – FINANCIAL INFORMATION
RESTATED CONSOLIDATED SUMMARY STATEMENT
Particulars Page
Examination report of the Statutory Auditors on the Restated Consolidated Summary Statement 381
Restated Consolidated Summary Statement 386
Compilation report of the Statutory Auditors on the Unaudited Proforma Financial Information 454
Unaudited Proforma Financial Information 467
Financial Statements for K-12 Entities and Campuses 496
380Independent Auditors' Examination Report on 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 Profit and Loss (including other
comprehensive income), Restated Consolidated Summary Statement of Cash Flows,
Restated Consolidated Summary Statement of Changes in Equity for each of the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 and summary statement of
material accounting policies and other explanatory information of Elevate Campuses
Limited (formerly known as Good Host Spaces Limited) (collectively, the "Restated
Consolidated Summary Statements").
To
The Board of Directors
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
902-906, Tower B, 9th Floor, Naman Midtown,
Lower Parel, Mumbai 400013
Dear Sirs:
1. We have examined the attached Restated Consolidated Summary Statements of
Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (the
“Company”) and its subsidiaries (the Company together with its subsidiaries hereinafter
referred to as the “Group”) as at and for the years ended March 31, 2025, March 31,
2024 and March 31, 2023, annexed to this report and prepared by the Company for the
purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with
its proposed initial public offer of equity shares of face value of Re. 1 each of the
Company (the “Offering”). The Restated Consolidated Summary Statements, which
have been approved by the Board of Directors of the Company at their meeting held on
September 26, 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"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as
amended) issued by the Institute of Chartered Accountants of India (the “ICAI”),
(the “Guidance Note”).
Management's Responsibility for the Restated Consolidated Summary Statements
2. The preparation of the Restated Consolidated Summary Statements, which are to be
included in the DRHP is the responsibility of the Management of the Company. The
Restated Consolidated Summary Statements have been prepared by the Management
of the Company on the basis of preparation, as stated in note 2.1 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 the Restated Consolidated Summary Statements. The
Management is also responsible for identifying and ensuring that the Group complies
with the Act, ICDR Regulations and the Guidance Note.
381Elevate Campuses Limited
Page 2 of 5
Auditors' Responsibilities
3. We have examined such Restated Consolidated Summary Statements taking into
consideration:
a) the terms of reference and terms of our engagement agreed with you vide our
engagement letter dated September 25, 2025, requesting us to carry out the
assignment, in connection with the proposed Offering of the Company;
b) the Guidance Note. The Guidance Note also requires that we comply with ethical
requirements of the Code of Ethics Issued by the ICAI;
c) concepts of test checks and materiality to obtain reasonable assurance based on
the verification of evidence supporting the Restated Consolidated Summary
Statements; and
d) 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 and the ICDR Regulations in connection with the Offering.
Restated Consolidated Summary Statements
4. These Restated Consolidated Summary Statements have been compiled by the
management of the Company from:
a) Audited consolidated financial statements of the Group as at and for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 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, which have been approved by the Board of Directors at their
meeting held on September 17, 2025, September 26, 2024 and September 28,
2023 respectively.
b) Financial statements and other financial information in relation to the Company’s
subsidiaries, as listed below, audited by other auditors and included in the
consolidated financial statements of the Group as at and for the year ended March
31, 2025, March 31, 2024 and March 31, 2023:
Name of the Entity Relationship Name of Period audited by
Audit Firm Other Auditor
Good Host Spaces Subsidiary B Umesha & Financial years
Educational Co ended March 31,
Foundation 2025, March 31,
2024 and March
31, 2023
Elevate Hostel Subsidiary B Umesha & Financial year
Management Co ended March 31,
Services Private 2025
Limited*
382Elevate Campuses Limited
Page 3 of 5
Name of the Entity Relationship Name of Period audited by
Audit Firm Other Auditor
Good Host Spaces Subsidiary B Umesha & Financial year
(West) Private Co ended March 31,
Limited** 2023
*formerly known as Good Host Spaces Management Services Private Limited
**formerly known as Good Host Spaces (Manipal) Private Limited
Auditors Report
5. For the purpose of our examination, we have relied on:
a) Auditors’ reports issued by us, dated September 17, 2025, September 26, 2024
and September 28, 2023 on the consolidated financial statements of the Group as
at and for each of the years ended March 31, 2025, March 31, 2024 and March 31,
2023 as referred in Paragraph 4 (a) above.
The auditors report on the consolidated financial statements of the Group as at and
for the year ended March 31, 2025 included the following under ‘Other Legal and
Regulatory Requirements’ section:
• modification relating to maintenance of books of accounts and other matters
connected therewith (included in Annexure VI in the attached Restated
Consolidated Summary Statements); and
The auditors report on the consolidated financial statements of the Group as at and
for the year ended March 31, 2024 included the following under ‘Other Legal and
Regulatory Requirements’ section:
• modification relating to maintenance of books of accounts and other matters
connected therewith (included in Annexure VI in the attached Restated
Consolidated Summary Statements);
• qualifications on matters included in our report on the Companies (Auditor’s
Report) Order, 2020 issued 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 Annexure VI in the attached Restated Consolidated Summary
Statements).
The auditors report on the consolidated financial statements of the Group as at and
for the year ended March 31, 2023 included the following under ‘Other Legal and
Regulatory Requirements’ section:
• modification relating to maintenance of books of accounts (included in
Annexure VI in the attached Restated Consolidated Summary Statements).
383Elevate Campuses Limited
Page 4 of 5
b) As indicated in Paragraph 4 (b) above, we did not audit the financial statements of
subsidiaries as at and for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023 whose financial statements reflect total assets, total revenues and
net cash inflows / (outflows) as tabulated below and included in the Restated
Consolidated Summary Statements:
(figures in Rs.
million)
As at and for the Total assets Total revenue Net cash inflow /
year ended of subsidiaries of subsidiaries (outflow) of
subsidiaries
March 31, 2025 0.47 7.74 0.47
March 31, 2024 0.01 2.09 -
March 31, 2023 0.01 0.19 0.01
These financial statements have been audited by other firm of Chartered Accountants
as listed in Para 4 (b) above, 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 in
Para 4 (a) above are based solely on the reports of other auditor.
6. In respect of examination performed by Other Auditor:
a) The audits of the Company’s subsidiaries for the financial year ended March 31,
2025, March 31, 2024 and March 31, 2023 was conducted by Other Auditor and
accordingly reliance has been placed on the restated statement of assets and
liabilities, the restated statements of profit and loss (including other
comprehensive income), restated statements of changes in equity and restated
statements of cash flows, the summary statement of material accounting policies,
and other explanatory information (the "Restated Summary Statements")
examined by them for the said periods. The examination report included for the said
periods is based solely on the examination report submitted by the Other Auditor.
The Other Auditor has also confirmed that the Restated Summary Statements:
(i) have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regroupings / reclassifications
retrospectively in the financial years ended March 31, 2024 and March 31,
2023 to reflect the same accounting treatment as per the accounting policies
and groupings / classifications followed for the year ended March 31, 2025;
(ii) does not contain any qualifications requiring adjustments; and
(iii) have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
7. Based on our examination and according to the information and explanations given to
us and also as per the reliance placed on the examination reports submitted by the
Other Auditor as at and for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 in respect of the Company’s subsidiaries, we report that Restated
Consolidated Summary Statements of the Group:
384Elevate Campuses Limited
Page 5 of 5
i. have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regroupings / reclassifications
retrospectively in the financial years ended March 31, 2024 and 2023 to reflect
the same accounting treatment as per the accounting policies and groupings /
classifications followed as at and for the year ended March 31, 2025;
ii. there are no qualifications in the auditors' reports on the consolidated audited
financial statements of the Group as at March 31, 2025, March 31, 2024 and
March 31, 2023 which require any adjustments to the Restated Consolidated
Summary Statements;
iii. have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
8. We have not audited any financial statements of the Group as of any date or for any
period subsequent to March 31, 2025. Accordingly, we express no opinion on the
financial position, results of operations, cash flows and changes in equity of the Group
as of any date or for any period subsequent to March 31, 2025.
9. 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.
10. The Restated Consolidated Summary Statements do not reflect the effects of events
that occurred subsequent to the audited financial statements mentioned in paragraph
5 above.
11. We have no responsibility to update our report for events and circumstances occurring
after the date of the report.
12. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP
to be filed with Securities and Exchange Board of India, National Stock Exchange of
India Limited and BSE Limited in connection with the proposed Offering. 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 B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Membership Number: 112773
UDIN: 25112773BMSBUE7888
Mumbai
September 26, 2025
385Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Sr. No. Details of Restated Consolidated Summary Statements Annexure Reference
1 Restated Consolidated Summary Statement of Assets and Liabilities Annexure I
2 Restated Consolidated Summary Statement of Profit and Loss Annexure II
3 Restated Consolidated Summary Statement of Changes in Equity Annexure III
4 Restated Consolidated Summary Statement of Cash Flows Annexure IV
5 Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated
Annexure V
Summary Statements
6 Statement of Restatement Adjustments to Audited Consolidated Financial Statements (referred to as
Annexure VI
"Statement of Adjustments to Audited Financial Statements")
386Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities
(All amounts in INR Million, unless otherwise stated)
As at As at As at
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipments 3 85.95 139.27 137.85
Investment properties 4 9,898.83 10,318.82 8,249.37
Goodwill 5 178.62 203.82 203.82
Other intangible assets 5 2,455.72 2,698.17 2,666.32
Financial assets
Investments 6 1,200.00 - -
Loans 7 60.42 - -
Finance lease receivables 35 3,784.57 4,715.63 4,716.79
Other financial assets 8 18.33 41.83 19.89
Non-current tax assets (Net) 15 41.16 4.67 2.06
Deferred tax assets (Net) 32 266.51 291.57 347.57
Other non-current assets 9 11.62 36.07 181.71
18,001.73 18,449.85 16,525.38
Current assets
Inventories 10 9.96 17.98 13.07
Financial assets
Investments 14 722.75 288.14 15.25
Trade receivables 11 23.71 19.74 7.57
Cash and cash equivalents 12 3,067.30 774.02 837.88
Other bank balances 13 234.44 8 67.63 421.75
Loans 7 17.00 - -
Finance lease receivables 35 3.10 3.11 2.76
Other financial assets 8 1,100.51 575.79 632.16
Other current assets 9 44.00 51.11 44.14
5,222.77 2,597.52 1,974.58
Assets held for sale 31 987.27 - -
TOTAL 24,211.77 21,047.37 18,499.96
EQUITY AND LIABILITIES
Equity
Equity share capital 16 22.11 22.12 2 2.12
Other equity 17 7,004.98 6,535.58 5,747.76
7,027.09 6,557.70 5,769.88
LIABILITIES
Non-current liabilities
Financial Liabilities
Borrowings 18 11,837.29 8,852.01 9,456.50
Lease liabilities 35 6.06 64.80 70.34
Other financial liabilities 20 320.82 2,000.99 237.68
Provisions 21 3.43 2.78 1.94
Deferred tax liabilities (Net) 32 890.76 619.25 477.69
Other non-current liabilities 22 - 101.29 64.26
13,058.36 11,641.12 10,308.41
This page is intentionally left blank
387Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities
(All amounts in INR Million, unless otherwise stated)
As at As at As at
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
Current liabilities
Financial liabilities
Borrowings 19 228.67 995.10 804.65
Lease liabilities 35 5.53 5.54 8.84
Trade payables
Total outstanding dues of micro enterprises and small enterprises 23 6.51 3.55 8.39
Total outstanding dues of creditors other than micro enterprises and small 23 277.71 606.81 333.95
enterprises
Other financial liabilities 20 2,489.07 251.94 259.80
Other current liabilities 22 997.27 979.59 992.76
Provisions 21 3.70 2.66 2.13
Current tax liabilities (Net) 24 - 3.36 11.15
4,008.46 2,848.55 2,421.67
Liabilities directly associated with assets held for sale 31 117.86 - -
TOTAL 24,211.77 21,047.37 18,499.96
The above Statement should be read in conjunction with the Summaryof Material accounting policies and explanatorynotes forming part of Restated Consolidated Summary
Statements appearing in Annexure V and Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm's Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place: Mumbai Place: Mumbai
Date : September 26, 2025 Date : September 26, 2025
388Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure II - Restated Consolidated Summary Statement of Profit and Loss
(All amounts in INR Million, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 25 3,698.11 3,470.01 2,925.01
Other income 26 243.16 156.07 84.16
Total income 3,941.27 3,626.08 3,009.17
Expenses
Employee benefits expenses 27 263.23 279.87 203.98
Finance costs 28 1,255.42 1,092.34 1,036.23
Depreciation and amortisation expenses 5b 512.35 487.62 438.14
Other expenses 29 978.15 1,044.26 770.50
Total expenses 3,009.15 2,904.09 2,448.85
Restated profit before exceptional items and tax 932.12 721.99 560.32
Exceptional items 30 106.73 100.66 168.32
Restated profit before tax 825.39 621.33 392.00
Tax expenses 32
Current tax 2 .33 39.23 7.99
Current tax pertaining to earlier years - 3.18 -
Deferred tax 254.28 190.40 92.98
Deferred tax pertaining to earlier years 4 2.27 (8.37) 1.00
Total tax expense 298.88 224.44 101.97
Restated profit for the year (A) 526.51 396.89 290.03
Restated Other comprehensive income
Items that will not be reclassified subsequently to profit and loss
Bargain purchase gain on business combination 41 - 5 21.83 -
Remeasurements gain / (loss) on defined benefit plans 37 0 .10 (0.06) 0.88
Tax on Remeasurements gain / (loss) on defined benefit plans 32 (0.02) 0.02 (0.22)
Restated Total other comprehensive income / (loss) for the year (net of tax) (B) 0 .08 521.79 0.66
Restated Total comprehensive income for the year (A + B) 526.59 918.68 290.69
Restated Earnings per equity share (in INR):
[Equity shares of face value of INR 1 (March 31, 2024: INR 1, March 31, 2023: INR 1) each]
(a) Basic 33 2 3.81 17.94 13.11
(b) Diluted 33 2 3.81 17.86 13.05
TheaboveStatementshouldbereadinconjunctionwiththeSummaryofMaterialaccountingpoliciesandexplanatorynotesformingpartofRestatedConsolidatedSummaryStatementsappearing
in Annexure V and Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm's Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place: Mumbai Place : Mumbai
Date : September 26, 2025 Date : September 26, 2025
389Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure III - Restated Consolidated Summary Statement of Changes in Equity
(All amounts in INR Million, unless otherwise stated)
A. Equity share capital
Amount Number of Shares
As at As at As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Equity shares of INR 1 each issued, subscribed and paid up
Restated Balance at the beginning of the year
Fully paid 22.11 22.11 22.11 2 2,104,372 2 2,104,372 2 2,104,372
Partly paid 0.01 0.01 0.01 4 09,565 4 09,565 4 09,565
22.12 22.12 22.12 2 2,513,937 2 2,513,937 2 2,513,937
Movement during the year
Proceeds from call on partly paid shares - - 0.00* - - -
Forfeiture of partly paid shares (refer note 16 (iii)) ( 0.01) - - (409,565) - -
( 0.01) - 0.00* (409,565) - -
Restated Balance at the end of the year
Fully paid 22.11 22.11 22.11 2 2,104,372 2 2,104,372 2 2,104,372
Partly paid - 0.01 0.01 - 4 09,565 4 09,565
2 2.11 2 2.12 2 2.12 2 2,104,372 2 2,513,937 2 2,513,937
*INR 4,095.65/-
B. Other equity
Reserves and Surplus
Securities premium Retained Capital reserve Employee share Total
earnings based payments
reserve
As at April 1, 2022 6,690.07 (1,320.42) - 78.29 5 ,447.94
Restated profit for the year - 290.03 - - 2 90.03
Restated other comprehensive income (net of tax) - 0.66 - - 0.66
Employee share based payments - - - 7.58 7.58
Securities premium from call on partly paid shares 1.55 - - - 1.55
As at March 31, 2023 6 ,691.62 (1,029.73) - 85.87 5 ,747.76
Restated profit for the year - 3 96.89 - - 3 96.89
Restated other comprehensive income / (loss) (net of tax) - ( 0.04) 5 21.83 - 5 21.79
Deemed distribution to shareholder (refer Note (i) below) - (130.86) - - (130.86)
As at March 31, 2024 6 ,691.62 (763.74) 5 21.83 85.87 6 ,535.58
Restated profit for the year - 5 26.51 - - 5 26.51
Restated other comprehensive income (net of tax) - 0.08 - - 0.08
Forfeiture of partly paid shares (refer note 16 (iii)) - - - (57.19) (57.19)
Transferred to retained earnings (refer note 16 (iii)) - 2 8.68 - (28.68) -
As at March 31, 2025 6 ,691.62 (208.48) 5 21.83 - 7 ,004.98
Note:
(i)DuringtheyearendedMarch31,2024,theGrouphadenteredintoanagreementwithGoldmanSachs(India)SecuritiesPrivateLimited('GSIBD'),arelatedparty,toprovidefinancialadvisoryservicein
connectionwithapotentialsaleofalloftheerstwhileHoldingCompany’ssecuritiesheldbytheexistingshareholderstoaprospectivebuyer.Accordingly,theGrouphasrecognisedthefeesofINR130.86
million payable to GSIBD w.r.t. the said transaction in equity.
TheaboveStatementshouldbereadinconjunctionwiththeSummaryofMaterialaccountingpoliciesandexplanatorynotesformingpartofRestatedConsolidatedSummaryStatementsappearinginAnnexureV
and Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm's Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place : Mumbai Place: Mumbai
Date : September 26, 2025 Date : September 26, 2025
390Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure IV - Restated Consolidated Summary Statement of Cash Flows
(All amounts in INR Million, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
Cash flow from operating activities
Restated profit before tax 825.39 6 21.33 3 92.00
Adjustment to reconcile restated profit before tax to net cash flows
Depreciation and amortisation expenses 5b 512.35 4 87.62 4 38.14
Exceptional items 30 106.73 13.36 1 68.32
Employee share based payments expense - - 7 .58
Lease liability written back 26 ( 8.87) - -
Lease equalisation income 33.85 22.13 1 1.04
Interest expense 28 1,255.42 1 ,092.34 1 ,036.23
Amortisation of deferred lease ( 6.67) ( 6.67) ( 4.87)
Loss on modification of finance lease receivable - 1 0.77 -
Expected credit loss on security deposits and trade receivables 29 0 .80 4.25 -
Gain on sale of investments 26 ( 77.22) - -
Gain on sale of property, plant and equipments - ( 0.18) -
Liabilities no longer required written back 26 ( 4.05) ( 0.80) -
Fair value gain on financial instruments at FVTPL 26 ( 4.79) ( 12.92) ( 2.62)
Interest income (other than interest on finance lease) 26 ( 139.84) ( 142.01) ( 81.28)
Operating profits before working capital changes 2,493.10 2 ,089.22 1 ,964.54
Movement in working capital:
Decrease/(increase) in trade receivables ( 3.97) ( 12.97) 0 .72
Decrease/(increase) in inventories 8 .02 ( 4.88) ( 6.20)
Decrease/(increase) in finance lease receivables 3 .10 ( 9.96) 5 .07
Decrease/(increase) in other financial assets ( 27.41) 5 8.27 ( 56.90)
Decrease/(increase) in other assets 4 .66 ( 8.65) ( 12.52)
Increase/(decrease) in trade payables ( 320.64) 2 71.25 9 4.35
Increase/(decrease) in other liabilities 37.45 2 95.71 3 88.54
Increase/(decrease) in provisions 1 .79 1.33 2 .49
Increase/(decrease) in other financial liabilities 31.93 17.99 8 0.41
Operating profits after working capital changes 2,228.03 2 ,697.31 2 ,460.50
Income taxes paid (net of refunds) ( 40.95) ( 52.80) ( 8.23)
Net cash flow from operating activities (A) 2,187.08 2 ,644.51 2 ,452.27
Cash flows from investing activities
Purchase of property, plant and equipment and investment property ( 69.88) ( 94.28) ( 104.63)
Purchase of intangible assets ( 0.27) ( 6.97) ( 0.27)
Proceeds from sale of property, plant and equipment and investment property 362.92 1 18.27 -
Consideration paid on business combination - ( 619.08) -
Proceeds from redemption of fixed deposits 1 1,933.63 8 ,415.16 5 ,548.84
Investment in fixed deposits ( 11,769.98) ( 8,888.84) (5,250.09)
Investment in mutual funds ( 4,750.95) ( 761.50) ( 320.00)
Proceeds from redemption of mutual funds 4,398.35 5 01.53 3 04.75
Investment in optionally convertible debentures ( 1,200.00) - -
Loans given ( 81.00) - -
Receipt of loans given 4 .00 - -
Interest received 133.11 1 40.91 8 3.05
Net cash flow from / (used in) in investing activities (B) ( 1,040.07) ( 1,194.80) 2 61.65
Cash flows from financing activities
Proceeds from call on partly paid shares - - 1 .56
Deemed distribution to shareholder - ( 130.86) -
Proceeds from borrowings 11,750.43 1 39.14 -
Repayment of borrowings ( 9,531.58) ( 561.47) (1,363.08)
Payment of lease liabilities ( 4.25) ( 2.01) ( 2.33)
Payment pursuant to forfeiture of partly paid-up equity shares ( 57.20) - -
Interest paid ( 1,011.13) ( 958.37) (1,026.28)
Net cash flow from / (used in) financing activities (C) 1,146.27 ( 1,513.57) (2,390.13)
391Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure IV - Restated Consolidated Summary Statement of Cash Flows
(All amounts in INR Million, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
Net increase / (decrease) in cash and cash equivalents (A + B + C) 2,293.28 ( 63.86) 3 23.79
Cash and cash equivalents at the beginning of the year 774.02 8 37.88 5 14.09
Cash and cash equivalents at the end of the year 3,067.30 7 74.02 8 37.88
Components of cash and cash equivalents (refer note 12)
Balances with banks
In current accounts 431.44 62.43 5 2.91
Deposits with original maturity of less than three months 2,635.86 7 11.41 7 84.81
Cash on hand - 0.18 0 .16
Total cash and cash equivalents 3,067.30 7 74.02 8 37.88
Notes:
1.TheaboveRestatedConsolidatedSummaryStatementofCashFlowshasbeenpreparedunderindirectmethodassetoutinIndAS7-'StatementofCashFlows'prescribedunder
the Companies (Indian Accounting Standards) Rules, 2015 under the Companies Act, 2013.
2. For disclosure relating to changes in liabilities arising from financing activities refer note 18.
TheaboveStatementshouldbereadinconjunctionwiththeSummaryofMaterialaccountingpoliciesandexplanatorynotesformingpartofRestatedConsolidatedSummary
Statements appearing in Annexure V and Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place of Signature : Mumbai Place of Signature : Mumbai
Date : September 26, 2025 Date : September 26, 2025
392Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
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Annexure V- Statement of material accounting policies and explanatory notes
1. Corporate information
The Restated Consolidated Summary Statements comprise financial statements of Elevate Campuses Limited
(‘Company’ or ‘the Holding Company’) and its subsidiaries (collectively, the Group) for the year ended March 31,
2025, March 31, 2024 and March 31, 2023. The Company is domiciled in India and is incorporated under the
provisions of the Companies Act applicable in India. The registered office of the Company is located at No. 902-
906, Tower B, 9th Floor, Naman Midtown, Lower Parel, Mumbai 400013. The Group is principally engaged in
owning, operating and managing on-campus student accommodation across higher education institutions.
Pursuant to a special resolution passed in the extraordinary general meeting of the shareholders of the Company
held on July 29, 2025, the Company has converted from Private Limited Company to Public Limited Company and
consequently the name of the Company has changed from Good Host Space Private Limited to Good Host Spaces
Limited, pursuant to a fresh certificate of incorporation by the Registrar of Companies on August 20, 2025.
The Restated Consolidated Summary Statements are approved for issue by the Board of Directors in their meeting
held on September 26, 2025.
2A. Material accounting policies
2.1 Basis of preparation
The Restated Consolidated Summary Statements of the Group comprises of the Restated Consolidated Summary
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Consolidated Summary Statement of Profit and Loss (including Other Comprehensive Income), Restated
Consolidated Summary Statement of Changes in Equity and the Restated Consolidated Summary Statement of
Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary statement
of material accounting policies and explanatory notes (together referred to as "Restated Consolidated Summary
Statements”).
The Restated Consolidated Summary Statements have been prepared by the management for inclusion in the draft
red herring prospectus (“DRHP”), red herring prospectus (“RHP”) and prospectus (collectively, the “Offer
Documents”) to be filed by the Company with the Securities and Exchange Board of India (“SEBI”), Registrar of
Companies, Mumbai, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection
with proposed initial public offering (‘IPO’) of equity shares of face value of Rs. 1 each of the Company comprising
a fresh issue of equity shares and an offer of sale of equity shares held by the selling shareholders (collectively the
'Offering').
The Restated Consolidated Summary Statements have been prepared to comply in all material respects with the
requirements of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act");
(ii) Relevant provisions of The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, (the “SEBI ICDR Regulations”) SEBI on September 11, 2018 as amended
from time to time in pursuance of the Securities and Exchange Board of India Act, 1992; and
(iii) Guidance note on Reports in Company Prospectuses (Revised 2019) (the “Guidance Note”) issued by the
Institute of Chartered Accountants of India (the “ICAI”) as amended.
The Restated Consolidated Summary Statements have been compiled by the management from the audited
consolidated financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, which were prepared 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 from
time to time, other accounting principles generally accepted in India and presentation requirements of Division II
of Schedule III of Companies Act, 2013, which have been approved by the Board of Directors at their meeting held
on September 17, 2025, September 26, 2024 and September 28, 2023 respectively.
393Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
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Annexure V- Statement of material accounting policies and explanatory notes
The Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the
respective dates of board meeting on the audited consolidated financial statements mentioned above.
The underlying audited consolidated financial statements as at and for the years ended March 31, 2025 March 31,
2024 and March 31, 2023 are collectively referred as "Audited Consolidated Financial Statements".
The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated
Summary Statements to all the years presented and are consistent with those adopted in the preparation of Audited
Consolidated Financial Statements for the year ended March 31, 2025.
The Company has prepared the Restated Consolidated Summary Statements on the basis that it will continue to
operate as a going concern.
The Restated Consolidated Summary Statements are presented in INR and all values are rounded to the nearest
million, except when otherwise indicated.
2.2 Basis of consolidation
The Restated Consolidated Summary Statements comprise the financial statements of the Group as at March 31,
2025, March 31, 2024 and March 31, 2023. Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of
the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns
Details of Group’s subsidiaries at the end of each year considered in preparation of the Restated Consolidated
Summary Statements is as under:
Name of the subsidiary Country of % voting power held as at
incorporation March 31, March 31, March
2025 2024 31, 2023
Good Host Spaces (Shoolini) Private Limited India 100% 100% 100%
(‘Good Host Shoolini’)
Good Host Spaces (Sonipat) Private Limited India 100% 100% 100%
(‘Good Host Sonipat’)
Good Host Spaces (Jagdishpur) Private Limited India 100% 100% 100%
(‘Good Host Jagdishpur’)
Good Host Spaces (West) Private Limited India 100% 100% 100%
(formerly known as ‘Good Host Spaces (Manipal)
Private Limited’) (‘Good Host West’)
Good Host Spaces Educational Foundation India 100% 100% 100%
Good Host Spaces (Chennai) Private Limited India 100% - -
(formerly known as Good Host Spaces (Nagpur)
Private Limited)
Elevate Hostel Management Services Private India 100% - -
Limited (formerly known as Good Host Spaces
Management Services Private Limited)
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and
when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
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• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
• The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the
other voting rights holders
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial
statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
The Restated Consolidated Summary Statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies other
than those adopted in the Restated Consolidated Summary Statements for like transactions and events in similar
circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the
Restated Consolidated Summary Statements to ensure conformity with the Group’s accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting
date as that of the Holding Company, i.e., year ended on 31 March. When the end of the reporting period of the
Holding Company is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes,
additional financial information as of the same date as the financial statements of the Holding Company to
enable the Holding Company to consolidate the financial information of the subsidiary, unless it is impracticable
to do so.
Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding Company
with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the
amounts of the assets and liabilities recognised in the consolidated financial statements at the acquisition
date.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion
of equity of each subsidiary. Business combinations policy explains how to account for any related
goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between entities 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 consolidated financial statements. Ind AS 12 Income
Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from
intragroup transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
Holding Company of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, 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.
2.3 Current versus non-current classification
The Group presents 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 purpose of trading
• Expected to be realised within twelve months after the reporting period, or
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• 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 purpose 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.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. The Group has identified twelve months as its operating cycle.
2.4 Fair value measurement
The Group measures financial instruments, such as derivative liability 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 principal or the most advantageous market must be accessible by the Group. 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.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
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 consolidated financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (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, the Group has 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.
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This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant
notes.
2.5 Revenue recognition
Revenue from contract with customer
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 the Group expects to be entitled in exchange for
those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements
because it typically controls the goods or services before transferring them to the customer.
Goods and Service tax (GST) is not received by the Group on its own account. Rather, it is tax collected on value
added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue. The
specific recognition criteria described below must also be met before revenue is recognised.
Facility management services
The Group provides facility management services to student accommodating in the hostel premises given on lease
by the Group. The facility management services are an integral part of the leasing arrangement entered into by the
Group and is considered as a non-lease component of the leasing arrangement. Hence the facility management
services are considered as a separate performance obligation than the leasing of assets. Accordingly, the Group
allocates the transaction price based on the relative stand-alone selling prices of the lease rentals and facility
management services.
The Group recognises revenue from facility management services over time, using an output method to measure
progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes
the benefits provided by the Group.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
Group fulfils its performance obligation 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. Contract assets are subject to impairment assessment. Refer accounting policies on impairment of
financial assets in section 2.17 Financial instruments – Initial recognition and subsequent measurement.
Trade receivables
A receivable represents the Group’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). Refer to accounting policies of financial assets in
section 2.17 Financial instruments – Initial recognition and subsequent measurement.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before
the Group transfers 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 the Group performs
under the contract.
2.6 Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting period.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in
other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying
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transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and
it is probable that the temporary differences will not reverse in the foreseeable future
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised 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 utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss
• In respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against which
the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
utilised. 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction
in OCI or directly in equity.
The Group offsets deferred tax assets and deferred tax liabilities if and only if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and
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.
2.7 Property, plant and equipments
Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Plant and equipments are
stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the
cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the
recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals,
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the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is
performed, its cost is recognised 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 recognised in profit or loss as incurred.
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:
Asset class Useful life
Plant and equipments 3 - 10 years
Furniture and fixtures 2 – 8 years
Office equipments 2 – 5 years
Computers 3 years
The Group, based on technical assessment made by technical expert and management estimate, depreciates certain
items of buildings, plant and equipments over estimated useful lives which are different from the useful life
prescribed in Schedule II to the Companies Act, 2013. The management believes that these 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.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss when the asset is derecognised.
2.8 Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their fair value at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Following table summarised the nature of intangibles and their estimated useful life:
Asset class Useful life
Computer softwares 3 years
In place lease 50 – 60 years
Right to provide facility services 15 years
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. Cost of software capitalised is amortised over its
useful life which is estimated to be a period of five years. Right to provide facility services and in-place lease are
amortised over lease period. The amortisation period and the amortisation method for an intangible asset with a
finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation
expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure
forms part of carrying value of another asset.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine
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whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is
made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit and loss when the asset is derecognised.
2.9 Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under
construction for such purposes). Investment properties are measured initially at cost, including transaction costs.
Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and
impairment losses, if any.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the
recognition criteria are met. When significant parts of the investment property are required to be replaced at
intervals, the Group depreciates them separately based on their specific useful lives. All other repair and
maintenance costs are recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:
Asset class Useful life
Buildings 30 – 50 years
Leasehold land 50 years
Plant and equipments 3 – 10 years
Furniture and fixtures 2 – 8 years
Office equipments 2 – 5 years
The Group, based on technical assessment made by management, depreciates the building over estimated useful
lives of ranging between 30 to 50 years which is different from the useful life prescribed in Schedule II to the
Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are likely to be used.
Though the Group measures investment property using cost based measurement, the fair value of investment
property is disclosed in notes. Fair value are determined in accordance with the collector’s / registrar’s guideline
rates prescribed by the Government of Karnataka for the purpose of levying stamp duty.
Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the
net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of
derecognition.
2.10 Leases
The Group assesses 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.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
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includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received. 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:
Asset class Useful life
Leasehold land 28 – 59 years
Buildings 3 – 4 years
Plant and equipments 21 – 25 years
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 2.11
Impairment of non-financial assets.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value
of lease payments to be made over the lease term. 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 the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group exercising 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 period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments
resulting from a change in an index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
iii) Short term leases and leases of low value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment (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 of
office equipment that are considered to be low value, viz. lease with monthly payment less than INR 0.25
million. 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.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an
asset are 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. Contingent rents are
recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the net investment outstanding in respect of the lease.
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2.11 Borrowing costs
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 capitalised as part of the cost of the asset.
All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes
exchange differences to the extent regarded as an adjustment to the borrowing costs.
2.12 Impairment of non-financial assets
The Group assesses 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, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) fair
value less costs of disposal and its value in use. 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 Group of assets.
When 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 fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared
separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period ranging from five to ten years. For longer periods, a long-term growth rate is
calculated and applied to project future cash flows after the cashflow period considered. To estimate cash flow
projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow
projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can
be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products,
industries, or country or countries in which the entity operates, or for the market in which the asset is used.
Impairment loss of continuing operations, including impairment on inventories is recognised in the statement of
profit and loss.
For assets excluding goodwill, 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,
the Group estimates 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.
Goodwill is tested for impairment annually as at March 31, and when circumstances indicate that the carrying value
may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to
which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill is not reversed in future periods.
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2.13 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement of profit and loss net of any reimbursement.
2.14 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the 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 the Group’s cash
management.
2.15 Retirement benefits and employee benefits
Defined contribution plans
Retirement benefit in the form of Provident fund, Employees State Insurance Contribution and Labour Welfare
fund are defined contribution schemes. The Group has no obligation, other than the contribution payable to the
respective fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an
employee renders the related service. If the contribution payable to the scheme for service received before the
balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a
liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due
for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-
payment will lead to, for example, a reduction in future payment or a cash refund.
Defined benefit plans
The Group provides for retirement benefit in the form of gratuity. The cost of providing benefits under the defined
benefit plan is determined using Projected Unit Credit Method.
Remeasurement, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts
included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included
in net 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. Remeasurement
is not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment and
• The date that the Group recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group
recognises the following changes in the net defined benefit obligation as an expense in statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
non-routine settlements; and
• Net interest expense or income
Compensated absences
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee
benefit and this is shown under current provision in the Balance Sheet. The Group measures 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.
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The Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee
benefit for measurement purposes and this is shown under long term provisions in the Balance Sheet. Such long-
term compensated absences are provided for based on the actuarial valuation using the projected unit credit method
at the year-end. Actuarial gains/losses are immediately taken to the Statement of Profit and Loss and are not
deferred. The Group presents the leave as a current liability in the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for 12 months after the reporting date. Where the Group has the
unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is
presented as non-current liability.
2.16 Foreign currencies
The Group’s Restated Summary Statements are presented in INR, which is also the Holding Company’s functional
currency.
Transactions in foreign currencies are initially recorded by the Group at respective foreign current spot rate at the
date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies
are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss with
the exception of the following.
• Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a
foreign operation are recognised in profit or loss in the separate financial statements of the reporting entity
or the individual financial statements of the foreign operation, as appropriate. In the financial statements
that include the foreign operation and the reporting entity (e.g., consolidated financial statements when the
foreign operation is a subsidiary), such exchange differences are recognised initially in OCI and
accumulated in equity in a separate reserve, viz., Foreign Currency Translation Reserve. These exchange
differences are reclassified from equity to profit or loss on disposal of the net investment.
• Exchange differences arising on monetary items that are designated as part of the hedge of the Group’s net
investment of a foreign operation. These differences are recognised in OCI and accumulated in equity in a
separate reserve, viz., Hedge Reserve until the net investment is disposed of, at which time, the cumulative
amount is reclassified to profit or loss.
• Tax charges and credits attributable to exchange differences on those monetary items are also recorded in
OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. 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 recognised in OCI or statement of profit and loss are also recognised in OCI or statement of profit and loss,
respectively).
2.17 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do
not contain a significant financing component or for which the Group has applied the practical expedient, the Group
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which
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the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115.
Refer to the accounting policies on Revenue from contracts with customers.
Financial assets
Initial recognition and measurement:
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through profit or loss.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial Assets at amortised cost
• Financial Assets at fair value through other comprehensive income (FVTOCI)
• Financial Assets including derivatives and equity instruments at fair value through profit or loss (FVTPL)
• Equity instruments measured at fair value through other comprehensive income (FVTOCI)
Financial assets at amortised cost (debt instrument)
A ‘financial asset’ is measured at the amortised 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 amortised cost using the effective
interest rate (EIR) method. Amortised 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 amortisation is included in other income
in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally
applies to trade and other receivables, loans and other financial assets.
Financial assets at fair value through profit or loss
Financial assets in this category are those that are held for trading and have been either designated by management
upon initial recognition or are mandatorily required to be measured at fair value under Ind AS 109 i.e. they do not
meet the criteria for classification as measured at amortised cost or FVOCI. Management only designates an
instrument at FVTPL upon initial recognition, if the designation eliminates, or significantly reduces, the
inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognising gains or
losses on them on a different basis. Such designation is determined on an instrument-by-instrument basis.
Financial assets at fair value through OCI
A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
b) The asset’s contractual cash flows represent SPPI.
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. Upon derecognition,
the cumulative fair value changes recognised in OCI is reclassified from the equity to profit or loss.
The Group has not designated any financial assets at FVTOCI.
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.
Interest earned on instruments designated at FVTPL is accrued in interest income, using the EIR, taking into account
any discount/ premium and qualifying transaction costs being an integral part of instrument. Interest earned on
assets mandatorily required to be measured at FVTPL is recorded using the contractual interest rate. Dividend
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income on listed equity investments are recognised in the statement of profit and loss as other income when the
right of payment has been established.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is
primarily derecognised when:
• The rights to receive cash flows from the asset have expired or
• The Group has 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) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the
asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of
the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other
credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible
within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant
increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.
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, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
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All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities at amortised cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised 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 amortisation is included as finance costs in the statement of profit and loss.
Derecognition
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 or loss.
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.
2.18 Earnings per share:
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the Group
(after deducting preference dividends and attributable taxes) 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,
bonus element in a rights issue, share split, and reverse share split (consolidation of shares) 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 of the Holding Company (after adjusting for interest on all dilutive potential equity shares) and the
weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
2.19 Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group 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. The Group does not recognize a contingent liability but discloses
its existence in the financial statements.
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2.20 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as
the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-
controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-
controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition
date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present
obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources
embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business
combination are measured at the basis indicated below:
• Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are
recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits
respectively.
• Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the
related contract. Such valuation does not consider potential renewal of the reacquired right.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the
acquiree.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets
acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all
of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the
acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the
aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve.
However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital
reserve, without routing the same through OCI.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of
the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in
the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for
goodwill is not reversed in subsequent periods.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when
determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative
values of the disposed operation and the portion of the cash-generating unit retained.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or
liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the
acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are
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called as measurement period adjustments. The measurement period does not exceed one year from the acquisition
date.
2.21 Share based payments
Share-based compensation benefits are provided to employees by way of issuance of equity shares pursuant to
Share Subscription Agreement whereby employees render services as consideration for equity instruments (equity-
settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. That cost is recognised, together with a corresponding increase in Employee share
based payments reserve in equity, over the period in which the performance and / or service conditions are fulfilled
in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate
of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and
loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that
period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of
the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and / or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and / or service
conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated
as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and / or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair
value of the unmodified award, provided the original vesting terms of the award are met. An additional expense,
measured as at the date of modification, is recognised for any modification that increases the total fair value of the
share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the
entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through
profit or loss.
2.22 Inventories
Inventories are valued at the lower of cost and net realisable value. Costs includes cost of purchase and other costs
incurred in bringing the inventories to their present location and condition. Cost is determined on first in, first out
basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale.
2.23 Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be
recovered principally through a sale rather than through continuing use.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount
and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset
(disposal group), excluding finance costs and income tax expense.
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For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the
exchange has commercial substance. The criteria for held for sale classification is regarded met only when the
assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual
and customary for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold,
not abandoned. The Group treats sale of the asset or disposal group to be highly probable when:
• The appropriate level of management is committed to a plan to sell the asset (or disposal group);
• An active programme to locate a buyer and complete the plan has been initiated (if applicable);
• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its
current fair value;
• The sale is expected to qualify for recognition as a completed sale within one year from the date of
classification; and
• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be
made or that the plan will be withdrawn.
Property, plant and equipments, investment properties and intangible are not depreciated, or amortised once
classified as held for sale.
Assets and liabilities classified as held for sale are presented separately from other items in the balance sheet.
Discontinued operations are excluded from the results of continuing operations and are presented separately as
‘profit or loss before tax from discontinued operations,’ tax expense / (income) of discontinued operations,’ and
‘profit or loss after tax from discontinued operations,’ in the statement of profit and loss.
2B. Significant accounting judgements, estimates and assumptions
The preparation of the Group’s Restated Consolidated Summary Statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying 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.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which
have the most significant effect on the amounts recognised in the financial statements:
Determining whether the hostel accommodation services (part of the hostel service agreement entered into
by the Group with the Universities) is a finance lease arrangement – Group as a lessor
The Group enters into long term non-cancellable hostel service agreements (generally for a period of 50 to 60 years)
with certain Universities, whereby the Group provides hostel accommodation, facility management and related
ancillary services to the students of the Universities. Further, throughout the agreement tenure, the Universities has
committed minimum occupancy ranging from 80% to 100% of the overall hostel capacity. The Group applies
judgement in identification of lease component in whole arrangement, determination of minimum lease payment
and allocation of consideration into non lease component.
Estimates and assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that 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. The Group based its assumptions and estimates on parameters available
when the financial 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 the Group.
Such changes are reflected in the assumptions when they occur.
410Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Statement of material accounting policies and explanatory notes
a) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit
will be available against which the losses can be utilised. Significant management judgement is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the
level of future taxable profits together with future tax planning strategies.
b) Defined benefit plans (gratuity and compensated absences benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits 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 where remaining
maturity of such bond correspond to expected term of defined benefit obligation.
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 and gratuity increases are
based on expected future inflation rates.
Further details about gratuity obligations are given in the notes to the Restated Consolidated Summary
Statements.
c) Useful lives of property, plant and equipment and investment properties
The Group uses its technical expertise along with historical and industry trends for determining the
economic life of an asset / component of an asset. The useful lives are reviewed by management
periodically and revised, if appropriate. In case of a revision, the unamortized depreciable amount is
charged over the remaining useful life of the assets
2C. Standards issued but not effective
The new and amended standards that are issued, but not yet effective, up to the date of issuance of the Group’s
Restated Consolidated Summary Statements are disclosed below. The Group will adopt this new and amended
standards, when they become effective.
(i) 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 April 1, 2025. When
applying the amendments, an entity cannot restate comparative information.
The amendments are not expected to have a material impact on the Group’s Restated Consolidated
Summary Statements.
411Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Statement of material accounting policies and explanatory notes
(ii) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants -
Amendments to Ind AS 1
The Ministry of Corporate Affairs notified amendments to paragraphs 69 to 76 of Ind AS 1 ‘Presentation
of Financial Statements’ to specify the requirements for classifying liabilities as current or non-current.
The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would
the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan
agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance
with future covenants within twelve months.
The amendments are effective for annual reporting periods beginning on or after April 1, 2025 and must
be applied retrospectively. The Group is currently assessing the impact the amendments will have on
current practice and whether existing loan agreements may require renegotiation.
(iii) Supplier Finance Arrangements - Amendments to Ind AS 7 and Ind AS 107
The Ministry of Corporate Affairs notified amendments to Ind AS 7 ‘Statement of Cash Flows’ and Ind AS
107 ‘Financial Instruments: Disclosures’ to clarify the characteristics of supplier finance arrangements and
require additional disclosure of such arrangements. The disclosure requirements in the amendments are
intended to assist users of financial statements in understanding the effects of supplier finance
arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments will be effective for annual reporting periods beginning on or after April 1, 2025.
The amendments are not expected to have a material impact on the Group’s Restated Consolidated
Summary Statements.
(iv) International Tax Reform - Pillar Two Model Rules – Amendments to Ind AS 12
The Ministry of Corporate Affairs notified amendments to Ind AS 12 ‘Income Taxes’ in response to the
OECD’s BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from
the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better
understand an entity’s exposure to Pillar Two income taxes arising from that legislation,
particularly before its effective date.
The mandatory temporary exception – the use of which is required to be disclosed – applies immediately.
The remaining disclosure requirements apply for annual reporting periods beginning on or after April 1,
2025, but not for any interim periods ending on or before March 31, 2026.
The amendments are not expected to have a material impact on the Group’s Restated Consolidated
Summary Statements.
Consequential amendments to other Ind ASs have also been made which are not expected to have a material impact
on the Group’s Restated Consolidated Summary Statements.
412Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 3 - Property, plant and equipments
Note a: Owned assets
Office Computers and Plant and Furniture and
Vehicles Total
equipments accessories equipments fixtures
I Gross block
As at April 1, 2022 2 .12 3 .28 1 5.00 2 0.33 1 1.38 5 2.11
Additions 0 .81 2 .36 1 0.58 5 1.31 - 6 5.06
As at March 31, 2023 2 .93 5 .64 2 5.58 7 1.64 1 1.38 117.17
Additions 0 .70 0 .64 2 1.84 9 .86 1 2.12 4 5.16
Deletions - - - - ( 7.68) ( 7.68)
As at March 31, 2024 3 .63 6 .28 4 7.42 8 1.50 1 5.82 154.65
Additions 0 .57 1 .23 2 9.87 7 .59 5 .37 4 4.63
Assets classified as held for sale (refer note 31) - ( 1.04) ( 13.38) ( 0.71) - ( 15.13)
As at March 31, 2025 4 .20 6 .47 6 3.91 8 8.38 2 1.19 184.15
II Accumulated depreciation and impairment losses
As at April 1, 2022 1 .47 2 .02 5 .38 1 0.61 3 .40 2 2.88
Charge for the year 0 .60 1 .20 4 .37 1 3.97 1 .42 2 1.56
As at March 31, 2023 2 .07 3 .22 9 .75 2 4.58 4 .82 4 4.44
Charge for the year 0 .71 1 .39 7 .42 2 2.17 1 .61 3 3.29
Deletions - - - - ( 3.98) ( 3.98)
As at March 31, 2024 2 .78 4 .61 1 7.17 4 6.75 2 .45 7 3.75
Charge for the year 0 .48 1 .42 1 2.36 2 2.91 2 .50 3 9.67
Assets classified as held for sale (refer note 31) - ( 1.04) ( 5.48) ( 0.71) - ( 7.23)
As at March 31, 2025 3 .26 4 .99 2 4.05 6 8.95 4 .95 106.19
IIINet block (I-II)
As at March 31, 2025 0 .94 1 .48 3 9.86 1 9.43 1 6.24 7 7.96
As at March 31, 2024 0 .85 1 .67 3 0.25 3 4.75 1 3.37 8 0.90
As at March 31, 2023 0 .86 2 .42 1 5.83 4 7.06 6 .56 7 2.73
Note b: Right-of-use assets
Plant and
Buildings Total
equipments
I Gross block
As at April 1, 2022 2 9.22 5 7.09 8 6.31
Additions - - -
As at March 31, 2023 2 9.22 5 7.09 8 6.31
Addition - - -
Deletion - - -
As at March 31, 2024 2 9.22 5 7.09 8 6.31
Addition - - -
Deletion - ( 45.18) ( 45.18)
As at March 31, 2025 2 9.22 1 1.91 4 1.13
II Accumulated depreciation and impairment losses
As at April 1, 2022 7 .97 6 .47 1 4.44
Charge for the year 4 .42 2 .33 6 .75
As at March 31, 2023 1 2.39 8 .80 2 1.19
Charge for the year 4 .42 2 .33 6 .75
As at March 31, 2024 1 6.81 1 1.13 2 7.94
Charge for the year 4 .42 0 .78 5 .20
As at March 31, 2025 2 1.23 1 1.91 3 3.14
IIINet book value (I-II)
As at March 31, 2025 7 .99 - 7 .99
As at March 31, 2024 1 2.41 4 5.96 5 8.37
As at March 31, 2023 1 6.83 4 8.29 6 5.12
Note c: Net book value
March 31, 2025 March 31, 2024 March 31, 2023
Owned assets (refer note a above) 7 7.96 8 0.90 7 2.73
Right-of-use assets (refer note b above) 7 .99 5 8.37 6 5.12
Total 8 5.95 139.27 137.85
413Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 3 - Property, plant and equipments (Contd.)
Notes:
1No borrowing costs have been capitalised to property, plant and equipments during the year ended March 31, 2025 (March 31, 2024: Nil, March 31, 2023: Nil).
2Refer note 18 for details of pledge and security charged.
3On transition to Ind AS , the Group has elected to continue with the carrying value of all property, plant and equipments measured as per the previous GAAP and use that carrying value as the
deemed cost of property, plant and equipments.
Note 4 - Investment properties
Note a: Owned assets
Freehold Plant and Office Furniture and
Buildings Computers Total
lands equipments equipments fixtures
I Gross block
As at April 1, 2022 7 10.00 7 ,663.86 1 06.09 1 .87 34.97 0 .43 8 ,517.22
Additions - 10.75 11.33 0.06 3.27 1.17 26.58
As at March 31, 2023 7 10.00 7 ,674.61 1 17.42 1 .93 38.24 1 .60 8 ,543.80
Additions - 29.96 6.56 0.03 4.29 0.94 41.78
Acquisition through business combination (refer note 41) - 2,316.70 - - - - 2,316.70
As at March 31, 2024 7 10.00 1 0,021.27 1 23.98 1 .96 42.53 2 .54 1 0,902.28
Additions - 13.43 2.54 - 2.14 0.21 18.32
Deletions (187.35) - - - - - (187.35)
As at March 31, 2025 5 22.65 1 0,034.70 1 26.52 1 .96 44.67 2 .75 1 0,733.25
II Accumulated depreciation and impairment losses
As at April 1, 2022 - 4 44.44 7 5.67 1 .77 32.71 0 .13 5 54.72
Charge for the year - 1 80.66 1 3.26 0 .06 1 .42 0 .40 195.80
As at March 31, 2023 - 6 25.10 8 8.93 1 .83 34.13 0 .53 7 50.52
Charge for the year - 2 12.58 9 .87 0 .07 2.66 0 .70 225.88
As at March 31, 2024 - 8 37.68 9 8.80 1 .90 36.79 1 .23 9 76.40
Charge for the year 2 30.88 6 .45 0 .05 3.27 0 .81 241.46
As at March 31, 2025 - 1 ,068.56 1 05.25 1 .95 40.06 2 .04 1,217.86
III Net block (I-II)
As at March 31, 2025 5 22.65 8 ,966.14 2 1.27 0 .01 4.61 0 .71 9 ,515.39
As at March 31, 2024 7 10.00 9 ,183.59 2 5.18 0 .06 5.74 1 .31 9 ,925.88
As at March 31, 2023 7 10.00 7 ,049.51 2 8.49 0 .10 4.11 1 .07 7 ,793.28
Note b: Right-of-use assets
Leasehold Lands Buildings Total
I Gross block
As at April 1, 2022 5 02.69 3 .46 5 06.15
As at March 31, 2023 502.69 3 .46 5 06.15
Acquisition through business combination (refer note 41) 61.76 - 6 1.76
Deletions ( 114.47) - ( 114.47)
As at March 31, 2024 449.98 3 .46 4 53.44
Deletions - ( 3.46) ( 3.46)
As at March 31, 2025 449.98 - 4 49.98
II Accumulated depreciation and impairment losses
As at April 1, 2022 33.42 3 .46 3 6.88
Charge for the year 13.18 - 1 3.18
As at March 31, 2023 46.60 3 .46 5 0.06
Charge for the year 10.44 - 1 0.44
As at March 31, 2024 57.04 3 .46 6 0.50
Charge for the year 9.50 - 9 .50
Deletion - ( 3.46) ( 3.46)
As at March 31, 2025 66.54 - 6 6.54
III Net book value (I-II)
As at March 31, 2025 383.44 - 3 83.44
As at March 31, 2024 392.94 - 3 92.94
As at March 31, 2023 456.09 - 4 56.09
Note c: Net book value
March 31, 2025 March 31, 2024 March 31, 2023
Owned assets (refer note a above) 9,515.39 9 ,925.88 7 ,793.28
Right-of-use assets (refer note b above) 383.44 3 92.94 4 56.09
Total 9,898.83 1 0,318.82 8 ,249.37
414Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 4 - Investment properties (Contd.)
Notes
1 Investmentpropertiescomprisesofbuildingsandotherassetsformingpartofbuildings,thatisleasedtothirdparties.Theplantandequipments,officeequipments,furnitureandfixturesand
computers are physically attached to the buildings and form an integral part thereof, hence they are considered as investment property.
2 The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties.
3 Refer note 18 for details of pledge and security charged.
4 Leasing arrangements : Investment properties are leased to the Group's customers under long term operating leases with rentals payable monthly/semi annually/ anually (refer note 35).
5 Information regarding income and expenditure of investment properties given on operating lease
March 31, 2025 March 31, 2024 March 31, 2023
Rental income derived from investment properties 1 ,068.58 1,119.34 9 10.40
Less: Direct operating expenses (including repairs and maintenance) generating rental income 5 3.33 81.57 3 6.26
Profit arising from investment properties before depreciation and indirect expenses 1 ,015.25 1 ,037.77 8 74.14
Less: Depreciation expense 2 50.96 236.32 2 08.98
Profit arising from investment properties before indirect expenses 7 64.29 801.45 6 65.16
6 Fair value
Description of valuation techniques used and key inputs to valuation on investment properties (owned assets):
Valuation technique Fair value Fair value as at
Particulars hierarchy
As at March 31, 2025 As at March 31, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(See Note below)
Circle rate i.e. Collector's Circle rate i.e. Collector's /
Freehold lands (refer note (ii) below) Level 2 1,144.16 839.82 839.82
/ Registrar's Guideline Registrar's Guideline Rate
RCautrerent replacement cost Depreciated replacement
Buildings (refer note (iii) below) Level 3 855.86 818.58 862.62
method cost method
Discounted cashflow Depreciated replacement
Buildings (refer note (iii) below) Level 3 11,590.01 8,365.01 6,186.89
method cost method
Notes:
(i)ThefairvalueofinvestmentpropertyasatMarch31,2025hasbeendeterminedbyexternal,independentpropertyvaluerhavingappropriaterecognisedprofessionalqualification,recent
experience in the location and category of the property being valued and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
(ii)Thefairvaluationoflandisinaccordancewiththecircleratei.e.Collector's/Registrar'sGuidelineRateprescribedbytherespectivestateGovernmentwherethelandissituatedforthe
purposeoflevyingstampduty.TheindependentvaluerandtheGrouphasreferredtothepublicationsandgovernmentwebsiteforReadyReckonerrates,towhichsuitableadjustmentshave
beenmadetoaccountforavailabilityofFSIinlandparcelsintherespectivestatesinaccordancewiththeguidelinesprescribedbytheDepartmentofRegistrationsandStamps.Sincethe
valuation is based on the published rates, the Group has classified the same under Level 2.
(iii)Thefairvalueofbuildingsaredeterminedusingcurrentreplacementcostmethodi.e.costapproachanddiscountedcashflowmethodi.e.incomeapproach.Currentreplacementcost
valuereflectstheamountthatwouldberequiredcurrentlytoconstructthebuildinganddiscountedcashflow('DCF')methodreflectsthevalueofthebuildingestimatedconsideringthe
expected cashflows from the use of the building i.e. rentals.
Further, inputs used in the building valuation based on DCF method are as under:
- Rental revenue assumptions comprising of market rent, rent growth rate, occupancy level etc.
- Cost assumptions comprising of building repairs, insurance, property tax, other cost escalations etc.
- Discounting assumptions comprising of terminal cap rate of 9.75% and discount rate of 15.75%
The table below shows the effect of a 1% change in the base details considered in the valuation technique used for determining fair value of investment properties as at the end of the year:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
1% increase 135.90 100.23 78.89
1% decrease (135.90) (100.23) (78.89)
7 Thefairvalueofpropertiesotherthanlandsandbuildingsaresimilartoitsbookvalueowingtothenatureoftheseassets.Theseassetcomprisesofcomputers,plantandequipments,office
equipments,furnitureandfixturesetc.Theseassetsarepredominantlymovabletangibleassetsandnotspecializedinnature.Suchassetsarenotappreciatinginnatureunlikerealestateassets
and considering the nature of the assets and appropriate application of depreciation, the Group has considered fair value of the said assets to be the same as their net block / book value.
8 OntransitiontoIndAS,theGrouphaselectedtocontinuewiththecarryingvalueofallinvestmentpropertymeasuredasperthepreviousGAAPandusethatcarryingvalueasthedeemed
cost of investment property.
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415Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 5 - Goodwill and Other Intangible assets
Other intangible assets
Goodwill
Inplace Right to provide
(refer Note 5a) Computer softwares Total
lease facility services
(a) (b) (c) (a + b + c)
I Gross block
As at April 1, 2022 203.82 7.02 4 21.76 2,871.03 3,299.81
Additions - 0.27 - - 0.27
As at March 31, 2023 203.82 7.29 4 21.76 2,871.03 3,300.08
Additions (refer note 42) - 2.09 3.20 1.68 6.97
Acquisition through business combination (refer note 41) - - - 236.14 236.14
As at March 31, 2024 203.82 9.38 4 24.96 3,108.85 3,543.19
Additions - 0.27 - - 0.27
Assets classified as held for sale (refer note 31) (25.20) - (23.30) (10.90) ( 34.20)
As at March 31, 2025 178.62 9.65 4 01.66 3,097.95 3,509.26
II Accumulated amortisation and impairment losses
As at April 1, 2022 - 4.43 26.75 401.73 432.91
Amortisation expense for the year - 1.27 7.14 192.44 200.85
As at March 31, 2023 - 5.70 33.89 594.17 633.76
Amortisation expense for the year - 1.06 7.19 203.00 211.26
As at March 31, 2024 - 6.76 41.08 797.17 845.02
Amortisation expense for the year - 1.00 7.21 208.31 216.52
Assets classified as held for sale (refer note 31) - - (2.91) (5.09) ( 8.00)
As at March 31, 2025 - 7.76 45.38 1,000.39 1,053.54
III Net block (I-II)
As at March 31, 2025 178.62 1.89 3 56.28 2,097.56 2,455.72
As at March 31, 2024 203.82 2.62 3 83.88 2,311.68 2,698.17
As at March 31, 2023 203.82 1.59 3 87.87 2,276.86 2,666.32
Note 5a - Impairment testing of goodwill
TheGroupundertakestheimpairmenttestingofgoodwillassignedtoeachCashGeneratingUnit(CGU)asateachyearendapplyingvalueinuseapproachacrossalltheCGUsi.e.usingcash
flowprojectionsbasedonfinancialbudgetscoveringcontractedhostelserviceandleaseagreementswithcustomersusingaweightedaveragecostofcapital('WACC')(pre-tax)of15.75%per
annum(March31,2024:12.00%,March31,2023:12.00%).TheGrouphasusedfinancialprojectionsforaperiodof10yearsforthepurposeofdeterminingthevalue-in-use(March31,2024
and March 31, 2023: Cashflows considered for the entire remaining agreement period).
Basedontheresultsofthegoodwillimpairmenttest,noneoftheCGUshavetheirestimatedvalueinuselessthanitscarryingamount(includinggoodwill)andaccordinglynoimpairmentloss
provisionhasbeen recognized in thestatement ofprofit andloss(March 31, 2024:Nil,March 31, 2023:Nil).The Management believes that anyreasonablypossible change in thekey
assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the goodwill.
The key assumptions used in the value in use calculations for the cash generating units is as under:
a) Revenue and cost inflation - Increase in revenue and cost by 5.00% per annum (March 31, 2024: 5.00% per annum, March 31, 2023: 5.00% per annum).
b) WACC - 15.75% pre tax (March 31, 2024: 12.00% pre tax, March 31, 2023: 12.00% pre tax).
c) Capitalisation rate - 9.75% (March 31, 2024: NA, March 31, 2023: NA)
Note 5b - Break up of depreciation and amortisation charge for the year ended
March 31, 2025 March 31, 2024 March 31, 2023
On Property, plant and equipments (refer note 3) 4 4.87 40.04 28.31
On Investment properties (refer note 4) 2 50.96 236.32 208.98
On Intangible assets (refer note 5) 2 16.52 211.26 200.85
Total 5 12.35 487.62 438.14
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416Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 6 - Non- current investments
March 31, 2025 March 31, 2024 March 31, 2023
Measured at Fair Value through Profit & Loss (FVTPL)
Investment in Optionally Convertible Debentures ('OCD') (Unquoted)
1,20,00,000(March31,2024:Nil,March31,2023:Nil)OCDsofINR100eachfullypaid
up in Purelearn Eduinfra Chennai Private Limited ('PECPL') 1,200.00 - -
1,200.00 - -
Notes:
Terms and restrictions attached to the OCDs are as under:
(i) Term: The OCDs shall have a term of 10 years from the date of allotment i.e. March 25, 2025.
(ii)Conversionterms:Attheoptionoftheholdingcompany,theOCDsshallbefullyconvertibleintoequitysharesatoranytimebeforecompletionoftheterm,atfairvalueofequitysharesofPECPLasonthe
date of conversion.
(iii) Redemption terms: If not converted, the OCDs shall be redeemed at face value along with applicable interest accrued and remaining unpaid of the OCDs.
(iv) Coupon: The OCDs shall not carry any interest till March 31, 2026. The interest post March 31, 2026 shall be mutually agreed between the parties.
(v) Voting rights: The OCDs do not carry any voting rights.
Note 7 - Loans
(At amortised cost)
Non current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Loan to related party (refer note (i) below and refer note 39) 60.42 - - - - -
Loan to Director (refer note (ii) below and refer note 39) - - - 17.00 - -
60.42 - - 17.00 - -
Notes:
(i) The loan is repayable on demand and carries an interest rate of Repo rate + Spread of 3.25% per annum i.e. 9.50% as at March 31, 2025 (March 31, 2024: Nil, March 31, 2023: Nil)
(ii) The loan is interest-free and is repayable over a period of three years, in accordance with the terms of the agreement entered into between the Subsidiary company and the Director.
(iii) Disclosure required under section 186(4) of the Companies Act, 2013
The particulars of the loan granted to related parties are disclosed below as required by Section 186(4) of the Companies Act, 2013
Name of the party Opening balance* Loan given Loan repaid Closing balance*
Educap Elevate Advisors India Private Limited - 6 0.00 - 6 0.00
Loan to Director - 17.00 - 1 7.00
Ecobox Industrial Development Private Limited - 4.00 ( 4.00) -
*excluding interest accrued amounting to INR 0.42 million (March 31, 2024: Nil, March 31, 2023: Nil)
(iv) Details of loan granted to related party that are repayable on demand are as under
March 31, 2025 March 31, 2024 March 31, 2023
Type of Borrower Amount of loan or % of total loans and Amount of loan or % of total loans and Amount of loan or % of total loans and
advance in the nature advances in the nature advance in the nature advances in the advance in the advances in the
of loan outstanding of loans of loan outstanding nature of loans nature of loan nature of loans
Loan to related party^ 6 0.42 78.04% - - o u t s t a n d i n g - -
Total 6 0.42 78.04% - - - -
^including interest accrued amounting to INR 0.42 million (March 31, 2024: Nil, March 31, 2023: Nil)
Note 8 - Other financial assets
(At amortised cost)
Non current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Fixed deposits with remaining maturity for less than 12 months - - - 1,073.34 574.93 572.96
Fixed deposits with more than 12 months maturity 15.24 39.32 1 3.49 - - -
Security deposits 3.09 2.51 6 .40 10.00 0.24 0.24
Other receivables - - - - 0.07 -
Unbilled revenue - - - 17.17 0.55 58.96
1 8.33 41.83 1 9.89 1,100.51 575.79 632.16
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417Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 9 - Other assets
(Unsecured, considered good, unless otherwise specified)
Non current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Balances with government authorities (other than income taxes) - - - - 6.98 12.53
Prepaid expense - - - 20.57 9.41 5.15
Advance to employees - - - 1.29 1.72 0.20
Gratuity plan asset (net of provision) (refer note 37) 4 .67 4.17 3 .29 - - -
Other assets - - - 0.10 1.07 4.13
Lease equalisation reserve - 3 1.90 5 4.03 20.26 22.13 22.13
Advance to suppliers - - - 1.78 9.80 -
Capital advances 6 .95 - 1 24.39 - - -
1 1.62 36.07 1 81.71 44.00 51.11 44.14
Note 10 - Inventories
(At cost or net realisable value, whichever is lower)
March 31, 2025 March 31, 2024 March 31, 2023
Stores, spares and other consumables 9.96 17.98 13.07
9.96 17.98 13.07
Notes:
1. For carrying amount of inventories pledged as security refer note 18.
2.The Company follows a suitable provisioning norm for writing down the value of inventories towards slow moving and non-moving. Provision during the year: Nil (March 31, 2024: Nil, March 31, 2023: Nil)
Note 11 - Trade receivables
(At amortised cost)
March 31, 2025 March 31, 2024 March 31, 2023
Considered good - Secured 0.69 2.12 0.45
Considered good - Unsecured 23.02 17.62 7.12
Credit impaired 0.68 0.70 1.50
24.39 20.44 9.07
Less: Allowances for credit losses 0.68 0.70 1.50
23.71 19.74 7.57
Of the above, trade receivables from
- Related parties (refer note 39) - - -
- Others 23.71 19.74 7.57
Total 23.71 19.74 7.57
Notes:
(i)NotradeorotherreceivableareduefromdirectorsorotherofficersoftheGroupeitherseverallyorjointlywithanyotherperson.Noranytradeorotherreceivableareduefromfirmsorprivatecompanies
respectively in which any director is a partner, a director or a member.
(ii) Trade receivables are non-interest bearing and the average credit period ranges from 30 to 60 days.
(iii) For movement in allowance for credit losses, refer note 36.
(iv) Trade receivables ageing schedule is as under:
Outstanding for following periods from the invoice date
Particulars Less than 6 months - 1 -2 years 2-3 years More than Total
6 months 1 year 3 years
As at March 31, 2025
Undisputed trade receivables – considered good 14.43 9.28 - - - 23.71
Undisputed trade receivables – credit impaired - 0.59 0.03 0.03 0.03 0.68
1 4.43 9.87 0 .03 0.03 0.03 24.39
As at March 31, 2024
Undisputed trade receivables – considered good 19.74 - - - - 19.74
Undisputed trade receivables – credit impaired - - 0.70 - - 0.70
1 9.74 - 0 .70 - - 20.44
As at March 31, 2023
Undisputed trade receivables – considered good 7.57 - - - - 7.57
Undisputed trade receivables – credit impaired - - 1 .19 0.27 0.04 1.50
7 .57 - 1 .19 0.27 0.04 9.07
418Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 12 - Cash and cash equivalents
(At amortised cost)
March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks
In current accounts 431.44 62.43 52.91
Deposits with original maturity of less than three months 2,635.86 711.41 784.81
Cash on hand - 0.18 0.16
3,067.30 774.02 837.88
Note 13 - Other Bank balance
(At amortised cost)
March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks
Fixed deposits having original maturity of more than three months but less than twelve months 2 34.44 8 67.63 4 21.75
2 34.44 8 67.63 4 21.75
Note 14 - Current investments
March 31, 2025 March 31, 2024 March 31, 2023
Investments carried at FVTPL
Investment in mutual funds (Unquoted) 722.75 288.14 15.25
722.75 288.14 15.25
Aggregate amount of unquoted investments 722.75 288.14 15.25
Note 15 - Tax assets
March 31, 2025 March 31, 2024 March 31, 2023
Non-current tax assets (net of provision for tax) 41.16 4.67 2.06
41.16 4.67 2.06
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419Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 16 - Equity share capital
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
(a) Authorised share capital
Equity shares of INR 1 each 100,000,000 100.00 100,000,000 100.00 100,000,000 100.00
(b) Issued, subscribed and paid-up equity capital
Equity shares of INR 1 each 22,104,372 22.11 22,513,937 22.12 22,513,937 22.12
22,104,372 22.11 22,513,937 22.12 22,513,937 22.12
Notes:
(i) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
No. of shares Amount
As at April 1, 2022
- Fully paid 22,104,372 22.11
- Partly paid 409,565 0.01
22,513,937 22.12
Issued during the year
- Proceeds from third call on partly paid shares - 0.00 ^
- -
As at March 31, 2023
- Fully paid 22,104,372 22.11
- Partly paid 409,565 0.01
22,513,937 22.12
Movement during the year - -
As at March 31, 2024
- Fully paid 22,104,372 22.11
- Partly paid 409,565 0.01
22,513,937 22.12
Forfeiture of partly paid up shares (refer note (ii) below) (409,565) (0.01)
As at March 31, 2025
- Fully paid 22,104,372 22.11
- Partly paid - -
22,104,372 22.11
^INR 4,095.65/-
(ii)Inearlieryears,theHoldingCompanyhadissuedpartlypaidupsharestoeligibleemployeesoftheGroup.TheHoldingCompanymadeadditionalcallforpartofthebalance
consideration payable by the said eligible employees and received money equivalent to 3% of the issue price till March 31, 2024.
(iii)DuringtheyearendedMarch31,2025,theBoardofDirectorsoftheHoldingCompanyapprovedforfeitureofitspartlypaidupsharesheldbycertainemployeesoftheGroupfor
aconsiderationofINR57.20milliontowardsextinguishmentoftheirinterestinsuchpartlypaidupshares.Accordingly,theconsiderationpaidhasbeenadjustedagainstthepaidup
capitalonsuchpartlypaidupsharesamountingtoINR0.01millionandthebalancehasbeendebitedtoEmployeesharebasedpaymentsreserve.Consequently,thebalanceinthe
Employee share based payments reserve amounting to INR 28.68 million has been transferred to Retained earnings during the year ended March 31, 2025.
(iv) Rights, preferences and restrictions attached to equity shares
TheHoldingCompanyhasonlyoneclassofequityshareshavingparvalueofINR1pershare.Eachholderofequityshareisentitledtoonevotepershare.TheHoldingCompany
declaresandpaysdividendsinIndianrupees.ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersintheensuingAnnualGeneralMeeting.
In the event of liquidation, the shareholders are eligible to receive the remaining assets of the Group after distribution of all preferential amounts, in proportion to their shareholdings.
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420Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 16 - Equity share capital (Contd.)
(v) Details of shares held by the holding company, the ultimate holding company and it subsidiaries :
March 31, 2025 March 31, 2024 March 31, 2023
Number of Amount Number of Amount Number of Amount
shares shares shares
Genius Bidco Holdings Pte Ltd 22,104,372 22.11 22,104,372 22.11 - -
Broad Street Investments Holding (Singapore) Pte Ltd - - - - 13,846,969 13.85
Stonebridge 2017 (Singapore) Pte Ltd - - - - 1,431,827 1.43
(vi) Details of shares held by each shareholder holding more than 5% shares:
March 31, 2025 March 31, 2024 March 31, 2023
Number of % holding in Number of % holding in Number of % holding in
shares the class shares the class shares the class
Equity shares with voting rights
Broad Street Investments Holding (Singapore) Pte Ltd - - - - 13,846,969 61.50%
Stonebridge 2017 (Singapore) Pte Ltd - - - - 1,431,827 6.36%
Baskin Lake Investment Ltd - - - - 6,825,576 30.32%
Genius Bidco Holdings Pte Ltd 22,104,372 100.00% 22,104,372 98.18% - -
AsperrecordsoftheHoldingCompany,includingitsregisterofshareholders/membersandotherdeclarationsreceivedfromshareholdersregardingbeneficialinterest,theabove
shareholding represents both legal and beneficial ownerships of shares.
(vii)TheHoldingCompanyhasnotissuedanyequitysharesasbonusorforconsiderationotherthancashandhasnotboughtbackanysharesduringthethreeyearspresentedand
during the period of five years immediately preceding respective each year for which restated consolidated summary statement of assets and liabilities is presented.
(viii) Details of shares held by promoters
Equity shares of INR 1 each, fully paid up No. of shares at Change during No. of shares at % in % change
the beginning of the year the total shares during the year
the year end of the year
For the year ended March 31, 2025
Genius Bidco Holdings Pte Ltd 22,104,372 - 2 2,104,372 100.00% 0.00%
22,104,372 - 22,104,372 100.00% 0.00%
For the year ended March 31, 2024
Broad Street Investments Holding (Singapore) Pte Ltd 13,846,969 (13,846,969) - - -100.00%
Stonebridge 2017 (Singapore) Pte Ltd 1,431,827 (1,431,827) - - -100.00%
Baskin Lake Investment Ltd 6,825,576 (6,825,576) - - -100.00%
Genius Bidco Holdings Pte Ltd - 22,104,372 2 2,104,372 98.18% 100.00%
22,104,372 - 22,104,372 98.18% 0.00%
For the year ended March 31, 2023
Broad Street Investments Holding (Singapore) Pte Ltd 13,846,969 - 1 3,846,969 61.50% 0.00%
Stonebridge 2017 (Singapore) Pte Ltd 1,431,827 - 1,431,827 6.36% 0.00%
Baskin Lake Investment Ltd 6,825,576 - 6,825,576 30.32% 0.00%
22,104,372 - 22,104,372 98.18% 0.00%
Note 17 - Other equity
March 31, 2025 March 31, 2024 March 31, 2023
Securities premium 6,691.62 6,691.62 6,691.62
Retained earnings ( 208.48) (763.74) ( 1,029.73)
Employee share based payments reserve - 8 5.87 85.87
Capital reserve 521.83 5 21.83 -
Total 7,004.97 6,535.58 5,747.76
Nature and purpose of reserves
Securities premium
Securitiespremiumisusedtorecordtheexcessoftheamountreceivedoverthefacevalueoftheshares.ThisreservewillbeutilisedinaccordancewiththeprovisionsofCompanies
Act, 2013.
Retained earnings
Retained earnings are the profits of the Group earned till date net of appropriations.
Employee share based payments reserve
EmployeesharebasedpaymentsreserveisusedtorecognisethevalueofequitysettledsharebasedpaymentsprovidedtotheeligibleemployeesoftheGroup.Thesaidreserveshall
be utilised for issue of equity shares of the Holding Company against the rights exercisable by the eligible employees at a future date.
Capital reserve
The difference between the purchase consideration and fair value of assets taken over has been recorded as capital reserve.
421Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 18 - Borrowings
Non current maturities Current maturities
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Measured at amortised cost
Secured - From banks and financial institutions
Indian rupee loan from banks 1 1,837.29 8 ,208.57 7 ,578.26 228.67 8 32.88 7 15.81
Indian rupee loan from financial institution - 6 43.44 1 ,878.24 - 4 3.08 8 8.84
1 1,837.29 8 ,852.01 9 ,456.50 2 28.67 8 75.96 8 04.65
Notes:
(i)TermloanincludingoverdraftfacilityamountingtoINR4,418.05million(March31,2024:INR4,040.42million,March31,2023: 4,181.42millionisrepayableinquarterlyinstallmentstill
March2040.Thefacility,consistingoftermloanandoverdraft,issecuredbyfirstandexclusivechargebywayofhypothecationofentiremovableproperties,includingmovableplantand
machinery,machineryspares,toolsandaccessories,furniture,fixture,vehicle,rawmaterial,stockinhandandothertradedgoodsetc.,escrowaccountbalances,cashflows,receivables,bookdebt,
revenuesandintangibleassetsoftheHoldingCompany.TheaforementionedloanscarryarateofinterestofoneyearMCLR,plusspreadof0.30%(March31,2024:0.35%-0.40%,March31,
2023: 0.35% - 0.40%) i.e. 9.45% as at March 31, 2025 (March 31, 2024: 9.35%, March 31, 2023: 8.75%). The interest is to be serviced as and when charged.
(ii)LoanamountingtoINR356.13million(March31,2024:378.27million,March31,2023:378.77million)isrepayablein32quarterlyinstalmentstillFebruary2032.Theinstalmentsare
unequalandincreasesovertheloantenure.ThefacilityissecuredbyGoodHostShoolini'slandandbuildings,leasedland,entiremovableproperty(includingmovableplantandmachinery,
machineryspares,toolsandaccessories,furniture,fixture,vehicle,rawmaterial,stockinhandandothertradedgoods),entirecashflows,receivables,bookdebtsandotherintangibleassets.The
loanisalsosecuredbywayofapledgeofsharesbytheHoldingGroupofitsinvestmentmadeinGoodHostShoolini.TheaforementionedloanscarryarateofinterestofsixmonthsMCLRplus
spread i.e 9.00% as at March 31, 2025 (March 31, 2024: 9.00 %, March 31, 2023: 9.00%). The interest is to be serviced as and when charged.
(iii)LoanamountingtoINR7,291.78million(March31,2024:5,428.42million,March31,2023:5,700.96million)isrepayableinquarterlyinstalmentswithlastinstalmentfallingdueinJune
2039.Theinstalmentsareunequalandincreasesovertheloantenure.Thefacilityissecuredbyexclusivechargebywayofmortgageofleaseholdrightsoverlandandownershipofhostel
buildingofGoodHostSonipat,entiremovableproperty,includingmovableplantandmachinery,machineryspares,toolsandaccessories,furniture,fixture,vehicle,rawmaterial,stockinhand
andothertradedgoods,intangibleassetsetc.,entirecashflows,receivables,bookdebtsandotherintangibleassets.TheloanisalsosecuredbywayofapledgeofsharesbytheHoldingGroupof
itsinvestmentmadeinGoodHostSonipat.TheaforementionedloanscarryarateofinterestofsixmonthMCLR,plus50bpsspreadi.e.9.40%asatMarch31,2025(March31,2024:8.85%to
9.60%, March 31, 2023: 8.85% to 10.25%) The interest is to be serviced as and when charged.
(iv)TheGroupisrequiredtocomplywithcertainkeyfinancialratiosinaccordancewiththefinancialcovenantsclauseoftheborrowingagreement,breachofwhichentitlesthebankstodemand
immediate/acceleratedrepaymentoftheoutstandingborrowings.FortheyearendedMarch31,2024andMarch31,2023,asubsidiarycompanywasnon-compliantw.r.t.certaindebtcovenants
attachedtoitsloanagreement.Accordingly,theGrouphasclassifiedthesaidborrowingsoutstandingascurrent.TheGrouphassatisfiedallotherdebtcovenantsprescribedinthetermsofloan
sanction letters. Further, the Group has not defaulted on any loans payable during all the years presented.
Reconciliation of movements of liabilities to cash flows arising from financing activities
March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 9,861.63 10,275.35 11,639.64
Changes from financing cash flows
Proceeds from borrowings 11,750.43 139.14 -
Repayment from borrowings (9,531.58) (561.47) (1,363.08)
Finance cost paid (1,008.18) (951.54) (1,026.28)
Non-cash transaction - 4.84 4.43
Charged to restated consolidated statement of profit and loss
Finance cost (excluding interest on lease deposits & others and bank charges) 1,031.75 9 55.31 1,020.64
Closing balance 12,104.05 9,861.63 10,275.35
Details of above closing balance
March 31, 2025 March 31, 2024 March 31, 2023
Borrowings - non current (refer note 18) 11,837.29 8,852.01 9,456.50
Borrowings - current (refer note 19) 228.67 995.10 804.65
Interest accrued (refer note 20) 38.09 14.52 14.20
12,104.05 9,861.63 10,275.35
Note 19 - Borrowings - Current
(At amortised cost)
March 31, 2025 March 31, 2024 March 31, 2023
Secured - From banks and financial institutions
Current maturities of long term borrowings (refer note 18) 2 28.67 8 75.96 8 04.65
Secured - From banks
Bank overdraft* - 1 19.14 -
2 28.67 9 95.10 8 04.65
*for security details, repayment terms and rate of interest, refer Note 18.
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422Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 20 - Other financial liabilities
(At amortised cost, unless otherwise stated)
Non current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Security deposits - 6 6.45 6 1.56 2 32.56 1 64.21 1 41.62
Interest accrued on borrowings - - - 3 8.09 1 4.52 1 4.20
Liability towards business combination - - - - - 2 1.28
Deferred purchase / contingent consideration* - 1 ,926.07 1 69.90 2 ,110.00 - -
Employee related liabilities (refer note 30(a)) 3 09.65 - - 7 1.52 5 3.36 4 4.68
Derivative liabilities at fair value 1 1.17 8 .47 6 .22 - - -
Excess collection from students - - - 3 6.90 1 9.85 3 8.02
3 20.82 2 ,000.99 2 37.68 2 ,489.07 2 51.94 2 59.80
Note:
* The said liability has been subsequently discharged by the Group on May 21, 2025.
Note 21 - 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:
Gratuity (refer note 37) 3 .43 2 .78 1 .94 0 .81 0 .21 0 .15
Compensated absences - - - 2 .89 2 .45 1 .98
3 .43 2 .78 1 .94 3 .70 2 .66 2 .13
Note 22 - Other liabilities
Non current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Rentals received in advance / deferred revenue - 1 01.29 6 4.26 9 30.10 9 42.80 7 14.27
Statutory dues - - - 6 7.14 3 6.39 1 2.93
Rentals received in advance towards future busines combination - - - - - 2 65.16
Other liabilities - - - 0 .03 0 .40 0 .40
- 1 01.29 6 4.26 9 97.27 9 79.59 9 92.76
Note 23 - Trade payables
(At amortised cost)
March 31, 2025 March 31, 2024 March 31, 2023
Total outstanding dues of micro enterprises and small enterprises 6 .51 3 .55 8 .39
Total outstanding dues of creditors other than micro enterprises and small enterprises 2 77.71 6 06.81 3 33.95
2 84.22 6 10.36 3 42.34
Notes:
(i) Trade payables are non interest bearing and are normally settled in 0 to 45 days.
(ii) Trade payables aeging schedule is as under:
Outstanding for following periods from the invoice date
Provision for
Particulars Less than 1 -2 years 2-3 years More than Total
expenses
1 year 3 years
As at March 31, 2025
Total outstanding dues of micro enterprises and small enterprises 6.51 - - - - 6 .51
Total outstanding dues of creditors other than micro enterprises and
96.49 1.45 - - 179.77 277.71
small enterprises
1 03.00 1 .45 - - 1 79.77 2 84.22
As at March 31, 2024
Total outstanding dues of micro enterprises and small enterprises 3.55 - - - - 3 .55
Total outstanding dues of creditors other than micro enterprises and
441.72 - - - 165.09 6 06.81
small enterprises
4 45.27 - - - 1 65.09 6 10.36
As at March 31, 2023
Total outstanding dues of micro enterprises and small enterprises 8 .22 - - 0 .17 - 8 .39
Total outstanding dues of creditors other than micro enterprises and
8 5.61 3 .71 0 .93 - 2 43.70 3 33.95
small enterprises
9 3.83 3 .71 0 .93 0 .17 2 43.70 3 42.34
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423Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 23 - Trade payables (Contd.)
(iii) Dues to Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED' Act)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises 6 .51 3 .55 8 .39
- Interest due on above - - -
Theamountofinterestpaidbythebuyerintermsofsection16oftheMSMEDAct2006alongwiththeamountsofthepayment - - -
made to the supplier beyond the appointed day during each accounting year
Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhavebeenpaidbutbeyondtheappointed - - -
day during the year) but without adding the interest specified under the MSMED Act 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year - - -
Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuchdatewhentheinterestduesas - - -
aboveareactuallypaidtothesmallenterpriseforthepurposeofdisallowanceasadeductibleexpenditureundersection23ofthe
MSMED Act 2006
The above information regarding micro, small and medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Group and
hasbeenrelieduponbytheauditors.Further,theGroupgenerallymakespaymenttoallitssupplierswithintheagreedcreditperiod(lessthan45days)andthus,themanagementisconfidentthat
no liability of interest under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 is expected to arise.
Note 24 - Current tax liabilities (net)
March 31, 2025 March 31, 2024 March 31, 2023
Current tax liabilities (net of advance tax and tax deducted at source) - 3 .36 1 1.15
- 3.36 11.15
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424Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 25 - Revenue from operations
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from lease arrangements
Interest income on finance lease 504.31 504.28 5 05.00
Rental income 1,580.23 1 ,600.76 1 ,206.32
Revenue from lease rentals (A) 2,084.54 2 ,105.04 1 ,711.32
Revenue from contract with customers
Facility management fees 1,599.68 1 ,360.48 1 ,208.24
Other operating income
Others 1 3.89 4.49 5 .45
Total revenue from contracts with customers (B) 1 ,613.57 1 ,364.97 1 ,213.69
Total (A)+ (B) 3,698.11 3 ,470.01 2 ,925.01
Notes:
(i) Reconciliation of the amount of revenue recognised in the restated statement of profit & loss with the contracted price
March 31, 2025 March 31, 2024 March 31, 2023
Revenue as per contracted price 1,613.57 1 ,364.97 1 ,213.69
Adjustments
Discount - - -
Revenue from contract with customers 1,613.57 1 ,364.97 1 ,213.69
(ii) Timing of transfer of goods or services
March 31, 2025 March 31, 2024 March 31, 2023
Revenue recognised over a period of time 1,610.41 1 ,362.15 1 ,212.90
Revenue recognised at a point of time 3.16 2.82 0 .79
Total revenue from contracts with customers 1,613.57 1 ,364.97 1 ,213.69
(iii)Contract Balances
March 31, 2025 March 31, 2024 March 31, 2023
Receivables which are included in trade receivables - - -
Contract assets
At the beginning of the year - - -
Add: Recognised as revenue during the year 8 .59 - -
Less: Billed during the year - - -
At the end of the year 8.59 - -
Contract liabilities
At the beginning of the year 412.90 424.33 3 49.96
Add: Received during the year 1,772.57 1 ,353.54 1 ,288.06
Less: Recognised as revenue during the year (1,613.57) (1,364.97) (1,213.69)
At the end of the year 571.90 412.90 4 24.33
Contractassetistherighttoreceiveconsiderationinexchangeforgoodsorservicestransferredtothecustomer.Contractassets(unbilledreceivables)are
transferred to receivables when the rights become unconditional.
Contract liability is the obligation to transfer goods or services to customers for which the entities has received consideration.
Performance Obligation
TheperformanceobligationoftheGroupincaseoffacilitymanagementfeeincomeandotheroperatingincomeexcludingduplicatekeychargesandfines&
penalties is satisfied over-time. The Group raises invoices as per the terms of the contract, upon which the payment is due to be made by the customers.
Asperthetermsoftheservicecontractswiththecustomers,theGrouphasrighttoconsiderationfromcustomersinanamountthatdirectlycorrespondswith
thevaluetothecustomersoftheGroup'sperformanceobligationcompletedtilldate.Accordingly,theGrouphasusedthepracticalexpedientunderIndAS
115'Revenuefromcontractswithcustomers'andhasdisclosedinformationrelatingtoperformanceobligationstotheextentrequiredunderIndAS115.The
entire revenue is earned from the customers located in India.
425Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 26 - Other Income
March 31, 2025 March 31, 2024 March 31, 2023
Interest income on:
- bank deposits 137.85 140.91 8 0.43
- loan to related parties 0.46 - -
- on unwinding of financial assets 0.29 0.29 0 .29
- income tax refund 1.24 0.81 0 .56
Fair value gain on financial instruments at FVTPL 4.79 12.92 2 .62
Gain on sale of Investments 77.22 - -
Lease liability written back 8.87 - -
Liabilities no longer required written back 4.05 0.80 -
Insurance claim received 5.01 - -
Gain on sale of property, plant and equipments - 0.18 -
Miscellaneous income 3.38 0.16 0 .26
243.16 156.07 8 4.16
Note 27 - Employee benefits expense
March 31, 2025 March 31, 2024 March 31, 2023
Salaries and wages, including bonus 228.90 252.81 1 80.13
Gratuity expense (refer Note 37) 1.57 1.49 1 .52
Contribution to provident and other funds 11.81 10.40 7 .58
Staff welfare expenses 20.95 15.17 7 .17
Employee share based payments* - - 7 .58
263.23 279.87 2 03.98
*Inearlieryears,theBoardofDirectorsoftheHoldingCompanyhadapprovedissuanceof1,67,449partlypaidequitysharesatanissuepriceofINR202.30
pershareand2,42,116partlypaidequitysharesatanissuepriceofINR503.31pershare(hereinafterreferredtoas"sharesissuedunderShareSubscription
Agreement('SSA')")toeligibleemployeesoftheGroup,includingtheDirectorandCEOoftheHoldingCompany.AsperthetermsoftheSSA,theshares
shallbevestedupontheeligibleemployeesoveraperiodof1to4yearsanduponcompletionofvestingperiod,bothGroupandeligibleemployeeswill
mutuallydecidethetermsofpaymentofunpaidamounttowardsthesharesissuedundertheSSA.Incaseoftermination,eligibleemployeesshallberequired
topayunpaidamounttowardsthevestedsharesandthentheExistingShareholdersshallpurchasethevestedsharesatthethenprevailingFairMarketValue
fromtheeligibleemployeesandtheunvestedshareswhichcontinuetobepartlypaidshallatthesolediscretionoftheGroupandtheExistingShareholders,
mayeitherbeboughtbackbytheGrouportheExistingShareholdersshallrequiretheeligibleemployeestosellandtransfersuchremainingunvestedshares
totheExistingShareholdersforaconsiderationequivalenttothepaidupvalueofsuchremainingunvestedshares.TheGrouphasrecognizedthedifference
betweenthefairvalueofsharesandissuepriceoverthevestingperiod.Accordingly,duringtheyearendedMarch31,2025,expenseofNil(March31,2024:
Nil, March 31, 2023: INR 7.58 million) has been recognised in the statement of profit and loss, towards the share based payments as per SSA.
Note 28 - Finance costs
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on:
- borrowings from banks & financial institutions 993.57 940.76 1 ,020.47
- lease liabilities 2.95 6.83 7 .22
- unwinding of financial liabilities 220.72 130.20 8 .37
Bank charges, including prepayment charges 38.18 14.55 0 .17
1 ,255.42 1 ,092.34 1,036.23
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426Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 29 - Other expenses
March 31, 2025 March 31, 2024 March 31, 2023
Manpower cost 201.09 193.13 1 80.96
Utility charges 188.85 189.35 9 0.58
Legal and professional fees 130.48 114.33 6 6.72
Mess charges 181.40 217.45 1 97.04
Rent expense 1.94 1.49 0 .60
Rates and taxes 7.54 17.04 1 5.03
Insurance 6.94 7.67 6 .23
Repairs and maintenance:
- Buildings 51.86 91.82 7 2.11
- Plant and machinery 50.23 71.27 3 9.55
- Others 29.80 10.54 1 8.28
Other operating expenses 31.30 49.15 3 3.19
Loss on modification of finance lease receivable - 10.77 -
Expected credit loss on security deposits and trade receivables 0.80 4.25 -
Travelling and conveyance expenses 27.34 18.99 1 9.28
Marketing expenses - 8.49 1 .04
Corporate social responsibility 7.70 1.75 -
Miscellaneous expense 55.09 31.26 2 4.37
Payment to auditor 5.79 5.51 5 .52
978.15 1,044.26 7 70.50
Note 30 - Exceptional items
Particulars Reference March 31, 2025 March 31, 2024 March 31, 2023
Incentive payable to employees Note a 282.30 - -
Gain on sale of land Note b (175.57) - -
Repairs and maintenance expense Note c and d - 72.00 -
Contractual damages Note e - 15.30 -
Transaction cost incurred pursuant to business combination Note 41 - 13.36 -
Additional consideration payable in business combination Note f - - 1 68.32
106.73 100.66 168.32
Notes:
a)DuringtheyearendedMarch31,2025,theGrouphasenteredintoanagreementwithcertainemployeesoftheGroupforpaymentofonetimeincentive
amountingtoINR282.30million.Thesaidincentiveispayabletotheemployeesoveraperiodoftwo-threeyearsalongwithinterestat7.00%per
annum w.e.f. November 21, 2023. Accordingly, the Group has recognised incentive expense of INR 282.30 million as an exceptional item in the
Restated Consolidated Summary Statement of Profit and Loss.
b) DuringtheyearendedMarch31,2025,theHoldingCompanyhassoldalandparceltoathirdpartyforaconsiderationofINR370.00million,resulting
inagainofINR175.57million.ThesaidgainhasbeenclassifiedasanexceptionalitemintheRestatedConsolidatedSummaryStatementofProfitand
Loss.
c) DuringtheyearendedMarch31,2024,theGroup'shostelbuildingofManipalUniversityJaipursustaineddamagescausedbyanearthquake,resulting
inmultiplecracksappearinginthehostelblocks,laundry,gym,andfoodcourtbuildings.Basedonassessmentdonebyinternaltechnicalengineer,the
Group has carried out repairs and maintenance activities to address the building cracks to prevent issues such as leakage, seepage and dampness resulting
inanexpenseofRs.40.00million,whichhasbeenrecognisedasanexceptionalitemintheRestatedConsolidatedSummaryStatementofProfitand
Loss.
d) TheGrouphasgivenahostelbuildingonoperatingleasetoatenant.DuringtheyearendedMarch31,2024, basedonrequest from thetenantand
consideringtheexistingconditionofthebuildingandthecontractualobligationontheGrouptomaintainthebuildingaspertheleaseagreement,the
managementhascarriedoutmajorrepairsandmaintenanceworkviz.walkcracktreatment,civilwork,waterproofingworketc.tothesaidbuildingand
has accordingly recognised expense of INR 32.00 million as an exceptional item in the Restated Consolidated Summary Statement of Profit and Loss.
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427Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 30 - Exceptional items (Contd.)
e) Inearlieryears,theGrouphadenteredintoacontractualarrangementwithOceanHillServicesLLP(the"serviceprovider")forprovidingswimming
poolservicestoitsUniversitystudentsinconsiderationofpre-determinedconsideration.DuringtheyearendedMarch31,2024,theGrouphasrestricted
accessoftheswimmingpooltotheserviceproviderduetocertaincommercialreasons,againstwhichtheserviceproviderhasfiledanapplicationunder
Arbitration and Conciliation Act with the Commercial Court of Jaipur, Rajasthan. On February 2, 2024, the Group has entered into a settlement
agreementwiththeserviceproviderforterminationoftheagreementwiththeserviceproviderforasettlementconsiderationofINR15.00millionplus
applicable fees.
f) In earlier years, the Group had acquired hostel businesses from a renowned Higher Education Institute (HEI) Haryana (the 'University') and had
accountedthetransactionsonprovisionalbasisinaccordancewithIndAS103'BusinessCombination'. Duringtheyear,endedMarch31, 2023,the
GrouphadenteredintoanAmendmentcumSettlementAgreementwiththeUniversity,wherebytheGrouphadagreedtopayacrystallisedamountof
INR196.41milliontotheUniversity,pursuanttoelectricitycostadjustment(contingentconsideration),atapredeterminedandagreeddateinfuture,in
addition to thepurchase consideration for business acquisitions alreadydone and assets putto use, payment ofwhich is alreadymadeat theactual
acquisitiondate.Sincethemeasurementperiodofthesaidacquisitions hadexpired, thepresent valueoftheadditionalconsiderationpayablebythe
Group is recognised as an exceptional item in the Restated Consolidated Summary Statement of Profit and Loss in accordance with Ind AS 103
'Business Combination’ .
Note 31 - Assets held for sale
OnFebruary24,2025,theBoardofDirectorsoftheHoldingCompanyapprovedaplantotransferofallrights,titleandinterestinthehostel atT.A.Pai
ManagementInstituteTrust('TAPMI')University,includingsurrenderofleaseholdrightsovertheunderlyingland.Accordingly,asatMarch31,2025,the
assetsandliabilitiesrelatedtothesaidhostelisclassifiedasadisposalgroupheldforsaleinaccordancewithIndAS105–"Non-currentAssetsHeldfor
SaleandDiscontinuedOperations".SubsequenttoMarch31,2025,theHoldingCompanyhasenteredintoanagreementdatedApril9,2025withManipal
Academy of Higher Education to transfer the hostel for a consideration of INR 2,074.47 million.
Further, as required by Ind AS 105, the said disposal group has been measured at the lower of carrying amount and fair value less costs to sell.
The major classes of assets and liabilities, pertaining to the hostel classified as held for sale, as at March 31, 2025 are as follows:
Amount
A) Assets
Property, plant and equipment (refer note 3) 7 .90
Intangible assets, including goodwill (refer note 5) 5 1.40
Finance lease receivables (refer note 35) 9 27.97
Assets held for sale [A] 9 87.27
B) Liabilities
Other non current financial liabilities 2 .03
Trade payables* 1 .45
Other non-current liabilities 1 14.38
Liabilities directly associated with assets held for sale [B] 1 17.86
Net assets directly associated with disposal group [A - B] 8 69.41
*the said trade payables are outstanding for less than one year as at March 31, 2025.
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428Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 32 - Tax expenses
March 31, 2025 March 31, 2024 March 31, 2023
(a)Tax expense recognised in the Restated Consolidated Summary Statement of Profit and Loss
Current tax
In respect of current period origination 2.33 39.23 7.99
In respect of earlier years - 3.18 -
2.33 42.41 7.99
Deferred tax
In respect of current year origination and reversal of temporary differences 254.28 190.40 92.98
In respect of earlier years 42.27 (8.37) 1.00
296.55 182.03 93.98
298.88 224.44 101.97
(b)Income tax recognised in other comprehensive income
Deferred tax
In respect of current year origination and reversal of temporary differences (0.02) 0.02 (0.22)
(0.02) 0.02 (0.22)
(c)Amounts recognised directly in equity - - -
(d)Reconciliation of income tax expense and the accounting profit multiplied by Group's tax rate:
Restated profit before tax 825.39 621.33 392.00
Income tax expense / (income) calculated at 25.17% (March 31, 2024: 25.17%, March 31, 2023: 25.17%) 207.73 156.60 98.66
Effect of expenses / (income) that is non-deductible in determining taxable profit 47.07 0.44 1.91
On account of change in shareholding (refer Note 2 below) - 8.83 -
On account of amount offered to tax, adjusted from purchase consideration - 61.97 -
In respect of earlier years 42.27 (5.19) 1.00
Others 1.80 1.79 0.40
Income tax expense as per Restated Consolidated Summary Statement of Profit and Loss 298.88 224.44 101.97
Notes:
1.TheGroupoffsetstaxassetsandliabilitiesifandonlyifithasalegallyenforceablerighttosetoffcurrenttaxassetsandcurrenttaxliabilitiesandthedeferredtaxassetsand
deferred tax liabilities relate to income taxes levied by the same tax authority.
2.DuringtheyearendedMarch31,2024,pursuanttothechangeintheshareholdingoftheHoldingCompany,theGrouphaswrittenoffdeferredtaxassetsamountingtoINR8.83
million recognised on unutilised business losses of the Holding Company, due to the business losses getting lapsed in accordance with section 79 of the Income tax Act, 1961.
The movement in deferred tax assets and liabilities during the year ended March 31, 2025:
Recognised in Other
Recognised in
March 31, 2024 Comprehensive March 31, 2025
profit and loss
Income
Tax effect of items constituting deferred tax liabilities
(i) Property, plant and equipments, right of use assets, 1,351.98 207.07 - 1,559.05
investment properties, intangible assets and finance lease
receivables
(ii) Lease equalisation reserve 13.60 (8.52) - 5.08
(iii) Others 14.22 26.71 - 40.93
1,379.80 225.26 - 1,605.06
Tax effect of items constituting deferred tax assets
(i) Employee benefits 2.63 7.78 (0.02) 10.39
(ii) Unabsorbed depreciation and business loss 1,045.65 (147.14) - 898.51
(iii) Expenses allowable on payment basis 0.98 6.59 - 7.57
(iv) Others 2.86 61.48 - 64.34
1,052.12 (71.29) ( 0.02) 980.81
Net deferred tax liability 327.68 296.55 0.02 624.25
Out of above
Deferred tax asset ( 291.57) (266.51)
Deferred tax liability 6 19.25 8 90.76
Net deferred tax liability 3 27.68 6 24.25
429Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 32 - Tax expenses (Contd.)
The movement in deferred tax assets and liabilities during the year ended March 31, 2024:
Recognised in Other Business
Recognised in
March 31, 2023 Comprehensive combination March 31, 2024
profit and loss
Income (refer Note 41)
Tax effect of items constituting deferred tax liabilities
(i) Property, plant and equipments, right of use assets,
investment properties, intangible assets and finance lease
receivables 1,203.63 132.85 - 15.50 1,351.98
(ii) Lease equalisation reserve 19.17 ( 5.57) - - 13.60
(iii) Others 14.74 ( 0.52) - - 14.22
1 ,237.54 126.76 - 15.50 1,379.80
Tax effect of items constituting deferred tax assets
(i) Employee benefits 1.25 1.41 0.02 - 2.63
(ii) Unabsorbed depreciation and business loss 1,029.22 16.43 - - 1,045.65
(iii) Expenses allowable on payment basis 24.32 ( 23.34) - - 0.98
(iv) Others 52.63 ( 49.77) - - 2.86
1 ,107.42 ( 55.27) 0.02 - 1,052.12
Net deferred tax liability 130.12 182.03 (0.02) 15.50 327.68
Out of above
Deferred tax asset ( 347.57) (291.57)
Deferred tax liability 4 77.69 6 19.25
Net deferred tax liability 1 30.12 3 27.68
The movement in deferred tax assets and liabilities during the year ended March 31, 2023:
Recognised in Other
Recognised in
April 1, 2022 Comprehensive March 31, 2023
profit and loss
Income
Tax effect of items constituting deferred tax liabilities
(i) Property, plant and equipments, right of use assets,
investment properties, intangible assets and finance lease
receivables 1,108.99 94.64 - 1,203.63
(ii) Lease equalisation reserve 22.03 (2.86) - 19.17
(iii) Others 16.07 (1.33) - 14.74
1,147.09 90.45 - 1,237.54
Tax effect of items constituting deferred tax assets
(i) Employee benefits 1.01 0.45 (0.22) 1.25
(ii) Unabsorbed depreciation and business loss 1,035.27 (6.05) - 1,029.22
(iii) Expenses allowable on payment basis 24.51 (0.19) - 24.32
(iv) Others 50.37 2.26 - 52.63
1,111.16 (3.53) ( 0.22) 1,107.42
Net deferred tax liability 35.93 93.98 (0.22) 130.12
Out of above
Deferred tax asset ( 347.57)
Deferred tax liability 4 77.69
Net deferred tax liability 1 30.12
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430Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 33 - Restated earnings per share ('EPS')
RestatedbasicEPS amountsarecalculatedbydividingtherestatedprofitfortheyearattributabletoequityholdersbytheweightedaveragenumberofequity
shares outstanding during the year.
Restated diluted EPS amounts are calculated by dividing the restated profit attributable to equity holders by the weighted average number of equity shares
outstandingduringtheyearplustheweightedaveragenumberofequitysharesthatwouldbeissuedonconversionofallthedilutivepotentialequitysharesinto
equity shares.
The following reflects the income and share data used in the restated basic and diluted EPS computations :
March 31, 2025 March 31, 2024 March 31, 2023
Restated profit attributable to equity holders 5 26.51 3 96.89 290.03
Weighted average number of equity shares for basic EPS (number in million) 2 2.11 2 2.12 22.12
Restated basic EPS (in INR) 2 3.81 1 7.94 13.11
Restated profit attributable to equity holders for diluted EPS 5 26.51 3 96.89 290.03
Weighted average number of equity shares for diluted EPS (number in million) 2 2.11 2 2.12 22.12
Effect of dilution - 0 .10 0.10
Weighted average number of equity shares adjusted for the effect of dilution* (number in million) 2 2.11 2 2.22 22.22
Restated diluted EPS (in INR) 2 3.81 1 7.86 13.05
Face value per equity share 1 .00 1 .00 1.00
*TherehasbeennoothertransactionsinvolvingequitysharesorpotentialequitysharesbetweenthereportingdateandthedateofauthorisationoftheseRestated
Consolidated Summary Statements.
Note 34 - Contingent liabilities and Capital commitments
I. Contingent liability
PursuanttoamendmentinGSTActvideNotificationNo.04/2022-CentralTax(Rate)datedJuly13,2022,themanagementoftheHoldingCompany,basedon
legalopinionfromindependentexpert,believesthatthehostelaccommodationservicesprovidedtotheUniversitystudentsbytheGroupcontinuestobeeligible
forexemptionfromlevyofGST.Subsequently,throughNotificationNo.04/2024-CentralTax(Rate),theGovernmentofIndiahasaddedanewEntry12Ato
Notificationno12/2017CentralTaxRatedatedJuly28,2017specificallyexemptingsupplyofaccommodationserviceslessthanorequaltotwentythousand
rupees per month provided service is provided for a minimum continuous period of ninety days.
ForthesupplyofaccommodationservicespriortoJuly15,2024whichhadavalueofmorethan20,000permonth,theGroupbelievesthatitisinthenatureof
residentialaccommodation servicesand henceexemptfromlevyof GST,which issupported byjudgment of theKarnatakaHigh Courtin TagharVasudeva
Ambrish case in February 2022 and Thai Mookambikaa Ladies Hostel case, Madras High Court in March 2024.
Accordingly,themanagementbelievesthattheyhavemeritstothestandtakenandaccordinglynoprovisionw.r.t.GSTliabilityonresidentialaccommodation
services is recognised in the restated consolidated summary statements for the year ended March 31, 2025 (March 31, 2024: Nil) (March 31, 2023: Nil).
II. Capital and other commitments
Other commitments
DuringtheyearendedMarch31,2025,ElevateHostelManagementServicesPrivateLimited,awhollyownedsubsidiaryoftheHoldingCompany,hasentered
intoanagreementdatedFebruary28,2025,foracquisitionofhostelmanagementbusinessofZolostaysPropertySolutionsPrivateLimited,onaslumpsalebasis,
for a consideration of INR 1,001.42 million. Refer note 47 for further details.
Apart from above, there are no capital or other commitments outstanding as at March 31, 2025 (March 31, 2024: Nil, March 31, 2023: Nil)
431Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 35 - Leases
(a) Group as a lessor
(i) Operating leases
TheGrouphassignificantleasingarrangementsinrespectofoperatingleasesforbuilding.Thesearenoncancellableleaseswithlockinperiodof8years.Most
oftheleasesarerenewableforafurtherperiodonmutuallyagreeabletermsandalsoincludesescalationclausesonrenewal.Rentalincomerecognisedbythe
Group during the year is INR 1,135.93 million (March 31, 2024: 1,077.18 million, March 31, 2023: INR 916.58 million).
Future minimum rentals receivable under non-cancellable operating leases as at March 31, are as follows:
March 31, 2025 March 31, 2024 March 31, 2023
Within one year 1 25.58 2 44.40 2 32.76
One to two years - 1 25.58 2 44.40
Two to three years - - 1 25.58
Three to four years - - -
Four to five years - - -
After 5 years - - -
Total 1 25.58 3 69.98 6 02.74
(ii) Finance leases
TheGrouphassubleasedlandandbuildingthatithastakenonlease.TheGrouphasclassifiedthesubleaseasafinancelease,becausethesubleaseisforthe
whole of the head lease term.
Thefollowingtablesetsoutthematurityanalysisof leasepaymentsreceivable,showingtheundiscounted leasepaymentstobereceived afterthereporting
date:
March 31, 2025 March 31, 2024 March 31, 2023
Within one year 4 09.27 507.42 506.07
One to two years 4 09.27 507.42 506.07
Two to three years 4 09.27 507.42 506.07
Three to four years 4 09.27 507.42 506.07
Four to five years 4 09.27 507.42 506.07
After 5 years 18,792.55 23,875.99 24,383.41
Total undiscounted lease payments receivable 20,838.90 26,413.09 26,913.76
Unearned finance income 17,051.23 21,694.35 22,194.21
Net investment in lease 3 ,787.67 4,718.74 4,719.55
Current 3 .10 3.11 2.76
Non current 3 ,784.57 4,715.63 4,716.79
Profit and loss information
March 31, 2025 March 31, 2024 March 31, 2023
Finance income on the net investment in lease 5 04.31 504.28 505.00
Income relating to finance lease payments not included in the measurement of
the net investment in lease 3 90.89 314.47 208.75
The movement in finance lease receivables is as under:
March 31, 2025 March 31, 2024 March 31, 2023
Opening 4,718.74 4,719.55 4,724.62
Interest income recognised during the year 5 04.31 504.28 505.00
Collections during the year (507.41) ( 494.32) (510.07)
Held for sale (refer note 31) (927.97) - -
Loss on modification of finance lease receivable - (10.77) -
Closing 3 ,787.67 4,718.74 4,719.55
432Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 35 - Lease commitments (Contd.)
(b) Group as a lessee
TheGrouphasleasecontractsforvariousitemsofbuilding,plantandmachineryandlandwithleasetermrangingbetween2yearsand60years.Thereare
certainleasecontractsthatincludeextensionandterminationoptions,whicharefurtherdiscussedbelow.TheGroupdoesnothaveanycontractwithvariable
lease payments.
TheGroupalsohascertainleasesofbuildingwithleasetermsof12monthsorlessandleasesoflandwithlowvalue.TheGroupappliesthe‘short-termlease’
and ‘lease of low-value assets’ recognition exemptions for these leases.
TheGroup hasseveralleasecontractsthatincludeextension and termination options.Theseoptionsarenegotiated bymanagement toprovideflexibilityin
managing the leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgement in determining whether these
extension and termination options are reasonably certain to be exercised.
Amounts recognised in Restated Consolidated Summary Statement of Profit and Loss
The following amounts are recognised during the year:
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation expense of right-of-use assets 1 4.70 17.19 19.93
Interest expense on lease liabilities 2 .95 6.83 7.22
Expense relating to short-term leases (included in other expenses) 1 .94 1.49 0.60
Expense relating to leases of low-value assets (included in other expenses) 0 .01 0.01 0.01
Variable lease payments (included in other expenses) - - -
Total amount recognised in Restated Consolidated Summary Statement of
Profit and Loss 1 9.60 25.52 27.76
The following table sets out the maturity analysis of lease liability to be paid after the reporting date:
March 31, 2025 March 31, 2024 March 31, 2023
Less than 1 year 6.31 15.73 11.57
1-3 years 5.38 23.82 24.11
3- 5 years 0.20 12.51 17.65
5 years and above 1.75 93.17 99.44
Total 1 3.64 145.23 152.77
Set out below are the carrying amounts of lease liabilities and the movement during the year:
March 31, 2025 March 31, 2024 March 31, 2023
Opening 7 0.34 79.18 81.51
Additions / (Deletion) (54.50) - -
Accretion of interest 2 .95 6.83 7.22
Payments (7.20) ( 15.67) (9.55)
Closing 1 1.59 70.34 79.18
Current 5 .53 5.54 8.84
Non current 6 .06 64.80 70.34
(iii) Other lease commitments
The Group has committed to provide hostel accomodation, facility management and other ancillary services to the students of four universities till the end of the
lease term ranging from 50 to 60 years.
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433Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 36 - Financial Instrument - Risk management
Risk management framework
TheHoldingCompany'sBoardofDirectors(Board)haveoverallresponsibilityfortheestablishmentandoversightoftheGroup'sriskmanagementframework.Theriskmanagement
policiesareestablishedtoidentifyandanalysetherisksfacedbytheGroup,tosetappropriaterisklimitsandcontrolsandtomonitorrisksandadherencetolimits.Riskmanagement
policies and systems are reviewed regularly to reflect changes in market conditions and its activities.
The Holding Company's Board oversees howmanagement monitors compliance with risk management policies and procedures, and reviews theadequacyofthe riskmanagement
frameworkinrelationtotherisksfacedbytheGroup.TheBoardisassistedinitsoversightrolebyinternalaudit.Internalauditundertakesbothregularandadhocreviewsofrisk
management controls and procedures, the results of which are reported to the Board.
TheGroup’sprincipalfinancialliabilitiescompriseborrowings,tradeandotherpayables.ThemainpurposeofthesefinancialliabilitiesistofinancetheGroup’soperations.TheGroup’s
principal financial assets include finance lease receivable, trade receivables and cash and cash equivalents that is derived directly from its operations.
I. Credit risk
CreditriskistheriskoffinanciallosstotheGroupifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractualobligations,andarisesprincipallyfromtheGroup's
receivablesfromcustomers,loansandcashandcashequivalents.Thecarryingamountoffinancialassetsrepresentsthemaximumcreditexposure.The Group has establisheda process
of dealing with only reputedcounterpartiesasameansofmitigatingtheriskoffinanciallossfromdefaults.Thecreditriskisrestrictedastheentirefeesfortheacademicterm/yearare
collectedinadvancefromthestudentsonsemi-annualorannualbasis.Further,theGroupcollectssecuritydepositsfrommostoftheUniversitystudentsbeforecommencementofthe
academic year and from commercial outlets before commencement of the lease and therefore does not foresee any significant credit loss risk.
TheGroupreviewsthecreditriskonaperiodicbasisandensuresthatthereceivablesaregoodandcollectible.TheGroupevaluatestheconcentrationofriskwithrespecttotrade
receivablesaslow,asstudentsformasignificantpartofitscustomerbase,feesfromwhomarecollectedinadvance.Themaximumexposuretocreditriskatthereportingdateisthe
carrying value of each class of financial assets.
Trade Receivables March 31, 2025 March 31, 2024 March 31, 2023
Expected loss rate 2.79% 3.42% 16.55%
Gross carrying amount of trade receivables 2 4.39 20.44 9.07
Loss allowance provision 0 .68 0 .70 1.50
Impairment loss is recognised in the year based on lifetime credit loss.
Movement in expected credit loss allowance for trade receivables is as under:
March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 0 .70 1 .50 1.50
On receivables originated during the year - - -
Amounts recovered during the year (0.02) (0.80) -
Balance at the end of the year 0 .68 0 .70 1.50
II. Liquidity risk
LiquidityriskistheriskthattheGroupwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranotherfinancial
asset.Group'sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficientliquiditytomeetitsliabilitieswhentheyaredue,underbothnormalandstressed
conditions, without incurring unacceptable losses or risking damage to Group's reputation.
The Group manages liquidity risk by monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
TheGroupcollectshostelfeesfortheentireyearinadvancefromthestudentsannuallyorsemianually,whichisinvestedinmutualfundsandfixeddepositsandwithdrawnonmonthly
basis to meet the working capital requirements.
Maturities of financial liabilities
Thefollowingaretheremainingcontractualmaturitiesoffinancialliabilitiesatthereportingdate.Theamountsaregrossandundiscountedcontractualcashflow,andincludecontractual
interest payments and exclude the impact of netting agreements:
Carrying Less than
On Demand 1-3 years 3- 5 years Above 5 years Total
value 1 Year
As at March 31, 2025
Borrowings, including current maturities and
1 2,104.05 - 1 ,398.12 2 ,941.98 3 ,176.83 15,110.90 2 2,627.83
interest accrued^
Other financial liabilities, excluding derivative
2,760.64 - 2 ,448.34 3 46.54 - - 2 ,794.88
liabilities
Derivative liabilities 11.17 - - - - 11.17 1 1.17
Trade payables 2 84.22 - 2 84.22 - - - 2 84.22
1 5,160.08 - 4 ,130.68 3 ,288.52 3 ,176.83 15,122.07 2 5,718.10
As at March 31, 2024
Borrowings, including current maturities and
9,861.63 378.27 1 ,504.61 2 ,862.60 2 ,883.80 7 ,878.95 1 5,508.23
interest accrued^
Other financial liabilities, excluding derivative
2,229.94 - 2 ,343.74 - - 180.36 2 ,524.10
liabilities
Derivative liabilities 8.47 - - - - 8 .47 8 .47
Trade payables 610.36 - 6 10.36 - - - 6 10.36
12,710.40 378.27 4 ,458.71 2 ,862.60 2 ,883.80 8,067.78 1 8,651.16
434Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 36 - Financial Instrument - Risk management (Contd.)
Carrying value On Demand Less than 1-3 years 3- 5 years Total
Above 5 years
1 Year
As at March 31, 2023
Borrowings, including current maturities
and interest accrued^ 1 0,275.35 1 ,135.67 1 ,221.11 2 ,512.92 2 ,616.89 8 ,666.44 16,153.03
Other financial liabilities, excluding
derivative liabilities 491.26 - 2 07.17 1 93.54 - 1 35.36 536.07
Derivative liabilities 6 .22 - - - - 6.22 6.22
Trade payables 3 42.34 - 342.34 - - - 342.34
1 1,115.17 1,135.67 1,770.62 2,706.46 2,616.89 8,808.02 17,037.66
^including future interest
For maturity profile disclosure of lease liabilities, refer Note 35.
III. Market risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesthreetypesofrisk:currency
risk, interest rate risk and other price risk, such as equity price risk and commodity risk.
(a) Currency risk
Atthereportingdate,therearenosignificantexchangeraterisksasallfinancialassetsandfinancialliabilitiesaredenominatedinIndianRupees.TheGroupdoesnothaveanyunhedged
foreign currency exposure as on March 31, 2025 (March 31, 2024: NIL, March 31, 2023: NIL).
(b) Interest rate risk management
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesininterestrates.TheGroup’sexposuretotheriskofchangesin
interest rates relates primarily to the long-term debt obligations with floating interest rates.
The exposure of Group's borrowing to interest rate changes at the end of year are as follows:
March 31, 2025 March 31, 2024 March 31, 2023
Variable rate borrowings 12,065.96 9,847.11 10,261.15
Fixed rate borrowings - - -
Total Borrowings 12,065.96 9,847.11 10,261.15
Interest rate sensitivity analysis
Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeininterestratesonloanandborrowings.Withallothervariablesheldconstant,theGroup'srestatedprofit
before tax is affected through the impact on floating rate borrowings as follows:
Currency Increase / Effect on restated
(Decrease) in profit before tax
interest rate
March 31, 2025 INR + 0.50% (60.33)
INR - 0.50% 60.33
March 31, 2024 INR + 0.50% (49.24)
INR - 0.50% 49.24
March 31, 2023 INR + 0.50% (51.31)
INR - 0.50% 51.31
(c) Price risk
TheGroup'slistedandnon-listedsecuritiesaresusceptibletomarketpriceriskarisingfromuncertaintiesaboutfuturevaluesoftheinvestmentsecurities.ThemanagementoftheGroup
manages the equityprice risk through diversification and byplacing limits on individual and total equityinstruments. Reports on the equityportfolio are submitted to the Group's
management on a regular basis. The Holding Company's Board of Directors reviews and approves all equity investment decisions.
(d) Customer concentration risk
The revenue contribution from the hostels is as follows:
Hostels March 31, 2025 March 31, 2024 March 31, 2023
Manipal University Jaipur 31.60% 30.30% 32.50%
TAPMI 5.20% 5.20% 5.10%
County 3.60% 3.80% 4.60%
Woodstock 2.20% 2.40% 2.80%
HEI - Himachal Pradesh 6.00% 5.60% 5.70%
HEI - Haryana 51.40% 52.70% 49.30%
Total 100.00% 100.00% 100.00%
435Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 37 - Employee benefits
(a) Defined contribution plans
a. Provident fund
Providentfundisadefinedcontributionschemeestablishedunderastateplan.Thecontributionstotheschemearechargedtothestatementofprofitandlossintheyearwhenthecontributionsto
the funds are due.
The Group has recognised following amounts as expense in the Restated Consolidated Summary Statement of Profit and Loss:
March 31, 2025 March 31, 2024 March 31, 2023
Included in contribution to provident and other funds (refer Note 27)
Provident fund 1 1.81 1 0.40 7 .58
(b) Defined benefit plans
TheGrouphasadefinedbenefitgratuityplan.ThegratuityplanisgovernedbythePaymentofGratuityAct,1972.UndertheAct,employeewhohascompletedfiveyearsofserviceisentitledto
specificbenefit.Thelevelofbenefitsprovideddependsonthemember’slengthofserviceandsalaryatretirementage.GratuityliabilityisfundedthroughgroupgratuityinsuranceschemeofLife
Insurance Corporation of India.
ThefollowingtablessummarisethecomponentsofnetbenefitexpenserecognisedintheRestatedConsolidatedSummaryStatementofProfitandLossandtheamountsrecognisedintheRestated
Consolidated Summary Statement of Assets and Liabilities:
March 31, 2025 March 31, 2024 March 31, 2023
Funded Unfunded Funded Unfunded Funded Unfunded
(a) Expense recognised in the Restated Consolidated Summary
Statement of Profit and Loss
Current service cost 1 .00 0 .65 0 .98 0 .60 0 .88 0 .60
Interest cost on benefit obligation 0 .39 0 .22 0 .31 0 .16 0 .28 0 .09
Expected return on plan assets (0.69) - (0.56) - (0.33) -
Components of defined benefit costs recognized in restated consolidated
0 .70 0 .87 0 .73 0 .76 0 .83 0 .69
summary statement of profit and loss
(b) Included in other comprehensive income ('OCI')
Actuarial (gain) / loss for the year on defined benefit obligation
- Change in demographic assumptions - - 0.01 - - (0.17)
- Change in financial assumptions 0.19 0.16 0.15 0.12 (0.11) (0.05)
- Experience adjustments (0.67) 0.22 (0.17) 0.02 (0.78) 0 .29
Actuarial (gain) / loss for the year on plan assets - - (0.07) - (0.06) -
Actuarial (gain) / loss recognized in OCI (0.48) 0 .38 (0.08) 0 .14 (0.95) 0 .07
(c) Change in present value of defined benefit obligation during the year
1. Present value of defined benefit obligation at the beginning of the year 5.51 2.99 4 .23 2 .09 4 .05 1 .33
2. Interest cost 0.39 0.22 0 .31 0 .16 0 .28 0 .09
3. Current service cost 1.00 0.65 0 .98 0 .60 0 .88 0 .60
4. Benefits paid (0.72) - - - (0.08) -
5. Actuarial (gain) / loss
Change in demographic assumptions - - 0 .01 - - (0.17)
Change in financial assumptions 0.19 0.16 0 .15 0 .12 (0.11) (0.05)
Experience adjustments (0.67) 0.22 (0.17) 0 .02 (0.78) 0 .29
Present value of defined benefit obligation at the end of the year 5 .70 4 .24 5 .51 2 .99 4 .23 2 .09
(d) Change in the fair value of assets during the year
1. Fair value of plan assets at the beginning of the year 9.68 - 7 .52 - 4 .75 -
2. Expected interest income 0.69 - 0 .56 - 0 .33 -
3. Contributions paid by the employer 0.72 - 1 .53 - 2 .46 -
4. Benefits paid (0.72) - - - (0.08) -
5. Actuarial gain / (loss) - - 0 .07 - 0 .06 -
6. Fair value of plan assets at the end of the year 1 0.37 - 9 .68 - 7 .52 -
Expected contribution in the next annual reporting year - Nil (March 31, 2024: Nil, March 31, 2023: Nil)
Net asset / (liability) recognised in the restated consolidated summary statement of assets and liabilities
1. Present value of defined benefit obligation as at 31 March 5.70 4.24 5 .51 2 .99 4 .23 2 .09
2. Fair value of plan assets as at 31 March 10.37 - 9 .68 - 7 .52 -
3. Surplus / (Deficit) 4.67 (4.24) 4 .17 (2.99) 3 .30 (2.09)
classified in the financials as:
Non current assets - Gratuity plan asset 4.67 - 4.17 - 3.29 -
Non current and current liability - Provision for gratuity - 4.24 - 2 .99 - 2 .09
4.67 4.24 4.17 2.99 3.29 2.09
436Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 37 - Employee benefits (Contd.)
Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 6.70% 7.15% 7.40%
Future salary increases Year 1 to 5: Year 1 to 5: Year 1 to 5:
10.00% 10.00% 10.00%
Thereafter: 7.00% Thereafter: 7.00% Thereafter: 7.00%
Withdrawal rates 8.00% 8.00% 8.00%
Expected rate of return on assets 7.67% 7.67% 6.30%
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amount
shown below:
Impact of 1% increase in rate Impact of 1% decrease in rate
Discount rate
March 31, 2025 (0.70) 0 .83
March 31, 2024 (0.61) 0.68
March 31, 2023 (0.45) 0.51
Future salary increase
March 31, 2025 0.52 (0.49)
March 31, 2024 0 .46 (0.45)
March 31, 2023 0 .34 (0.32)
Withdrawal rate
March 31, 2025 (0.09) 0 .10
March 31, 2024 (0.06) 0.02
March 31, 2023 (0.01) 0 .05
Thesensitivityanalysispresentedabovemaynotberepresentativeoftheactualchangeinthedefinedbenefitobligationasitisunlikelythatthechangeinassumptionswouldoccurinisolationof
oneanotherassomeoftheassumptionsmaybeco-related.Furthermore,inpresentingtheabovesensitivityanalysis,thepresentvalueofthedefinedbenefitobligationhasbeencalculatedusingthe
projectedunitcreditmethodattheendofthereportingperiod,whichisthesameasthatappliedincalculatingthedefinedbenefitobligationliabilityrecognisedintherestatedconsolidated
summary statement of assets and liabilities.
Risk exposure
Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed below :
(A) Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields, these are subject to interest rate risk.
(B) Salarygrowth & demographic assumptions:The plan liabilities are calculated usingthe salaryescalation and demographic assumptions which issponsored bythe Group and henceit
underwritesalltheriskspertainingtotheplan.Inparticular,thereisariskfortheGroupthatanyadversesalarygrowthordemographicexperienceorinadequatereturnsonunderlyingplanassets
can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lumpsum in nature the plan is not subject to any longevity risks.
(C) Defined benefit obligation - average duration
The weighted average duration of the defined benefit obligation as at March 31, 2025 is 8.30 - 9.59 years (March 31, 2024: 8.76 - 9.55 years, March 31, 2023: 8.81 - 10.00 years).
Expected Future Cashflows:
March 31, 2025 March 31, 2024 March 31, 2023
Within the next 12 months (next annual reporting period) 0.48 0.65 0.52
Between 2 and 5 years 1.93 3.86 2.26
Beyond 5 years 8.57 11.74 9.55
10.98 16.25 12.33
The fair value of Group's plan assets as at March 31, 2025, March 31, 2024 and March 31, 2023 by category are as follows
Asset category March 31, 2025 March 31, 2024 March 31, 2023
Assets under insurance scheme 100.00% 100.00% 100.00%
This page is intentionally left blank
437Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 38 - Fair value measurement
Accounting classification and fair values
March 31, 2025 March 31, 2024 March 31, 2023
Carrying value Fair value Carrying value Fair value Carrying value Fair value
Financial assets
Financial assets measured at FVTPL
Investments in mutual funds* 722.75 722.75 288.14 288.14 15.25 15.25
Other Investments# 1,200.00 1,200.00 - - - -
Financial assets measured at amortised cost
Finance lease receivable (current and non-current) 3,787.67 3,866.94 4,718.74 5,099.99 4,719.55 5,100.73
Loans assets (current and non-current) 77.42 77.42 - - - -
Other financial assets (current and non-current) 1,118.84 1,118.84 617.62 617.62 652.05 652.05
Cash and cash equivalents 3,067.30 3,067.30 774.02 774.02 837.88 837.88
Other bank balances 234.44 234.44 867.63 867.63 421.75 421.75
Trade receivables 23.71 23.71 19.74 19.74 7.57 7.57
1 0,232.13 1 0,311.40 7,285.89 7 ,667.14 6 ,654.05 7 ,035.23
Financial liabilities
Financial liabilities measured at amortised cost
Borrowings, including current maturities and interest accrued 1 2,104.05 1 2,104.05 9,861.63 9 ,861.63 1 0,275.35 1 0,275.35
Lease liabilities (current and non-current) 1 1.59 1 1.59 70.34 7 0.34 7 9.18 7 9.18
Trade payables 2 84.22 2 84.22 610.36 6 10.36 3 42.34 3 42.34
Other financial liabilities, excluding derivative liabilities (current and non-current) 2 ,760.64 2 ,760.64 2,229.94 2 ,229.94 4 91.26 4 91.26
Financial liabilities measured at FVTPL
Derivative liabilities# 1 1.17 1 1.17 8.47 8 .47 6 .22 6 .22
1 5,171.67 1 5,171.67 12,780.74 1 2,780.74 1 1,194.35 1 1,194.35
*Level 2 of Fair value hierarchy
#Level 3 of Fair value hierarchy
The Management considers that the carrying amount of the above financial assets except finance lease receivables and liabilities approximates to their fair value.
Fair value hierarchy
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
During the year there were no transfer between level 1 & level 2 and no transfer into & out of level 3 fair value measurements.
Fair value measurements using significant unobservable inputs (Level 3)
The following table summairses the valuation techniques used and the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:
Fair value Significant Sensitivity
March 31, 2025 March 31, 2024 March 31, 2023 unobservable
inputs
Derivative liabilities 1 1.17 8.47 6 .22 Price volatility A 100 bps increase / decrease in the expected price volatility used, while all other
variablesheldconstant,wouldincrease/decreasethefairvalueofderivativeliabilityby
INR3.63million(March31,2024:INR2.85million,March31,2023:INR2.18million)
andINR2.98million(March31,2024:INR2.31million,March31,2023:INR1.76
million) respectively
Risk free return A100bpsincrease/decreaseintheriskfreereturnrateused,whileallothervariables
rate heldconstant,wouldincrease/decreasethefairvalueofderivativeliabilitybyINR5.69
million(March31,2024:INR4.49million,March31,2023:INR3.47million)andINR
3.95 million (March 31, 2024:INR 3.08 million, March 31, 2023:INR 2.33 million)
respectively
A reconciliation of the fair value measurement of the derivative liability is provided below:
March 31, 2025 March 31, 2024 March 31, 2023
Opening liability 8.47 6.22 4.60
Recognised on account of business combination (refer Note 41) - 0.18 -
Change in fair value during the year 2.70 2.07 1.62
Closing liability 11.17 8.47 6.22
This page is intentionally left blank
438Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 39 - Related party disclosure as per Ind AS 24
1. Relationships:
a) Holding Company
Genius Bidco Holdings Pte Ltd (w.e.f. November 21, 2023)
Broad Street Investment Holding (Singapore) Pte Ltd (till November 20, 2023)
Other related parties (where transactions have taken place during the year and previous year / balance outstanding):
b) Director / Key management personnel
Anami Narayan Prema Roy (Independent Director)
Nimesh Grover, Director and CEO (till April 30, 2025)
Stanislos Simon D'britto, COO
Siddhartha Gupta, Director (w.e.f. November 21, 2023)
Arpit Nahata, Director (w.e.f. November 21, 2023)
Sagar Punjabi, Director (w.e.f. November 21, 2023)
Vinod Rao, CFO (w.e.f June 25, 2025) & Director (w.e.f. September 10. 2025)
Nishthi H Dharmani, Company Secretary (w.e.f. September 1, 2025)
Mukesh Tiwari, Director (w.e.f. August 22, 2025)
c) Subsidiary of entities having significant influence over the Group (where transactions have taken place during the year)
Goldman Sachs (India) Securities Private Limited (till November 20, 2023)
d) Other related parties
Purelearn Eduinfra Chennai Private Limited (w.e.f. March 25, 2025)
Educap Elevate Advisors India Private Limited (w.e.f. March 7, 2025)
Ecobox Industrial Devlopment Private Limited (w.e.f. August 20, 2025)
e) Wholly owned subidiaries (consolidated for the purpose of Restated Consolidated Summary Statements)
Good Host Spaces (Shoolini) Private Limited
Good Host Spaces (Sonipat) Private Limited
Good Host Spaces (Jagdishpur) Private Limited
Good Host Spaces (West) Private Limited (formerly known as Good Host Spaces (Manipal) Private Limited)
Good Host Spaces Educational Foundation
Good Host Spaces (Chennai) Private Limited (formerly known as Good Host Spaces (Nagpur) Private Limited) (w.e.f. March 11, 2024)
Elevate Hostel Management Services Private Limited (formerly known as Good Host Spaces Management Services Private Limited) (w.e.f. January 31, 2025)
(i) Transactions during the year
Enterprises owned by or
Director/ Key significantly influenced by
Other related
Particulars For the year ended Management individual or their relatives
parties
Personnel having significant influence
over the Group
Legal and professional fees
Goldman Sachs (India) Securities Private Limited^ 31-Mar-25 - - -
31-Mar-24 - - 1 30.86
31-Mar-23 - - -
Director's sitting fees
Anami Narayan Prema Roy 31-Mar-25 3 .00 - -
31-Mar-24 1 3.00 - -
31-Mar-23 3 .00 - -
Investment in optionally convertible debentures
Purelearn Eduinfra Chennai Private Limited 31-Mar-25 - 1 ,200.00 -
31-Mar-24 - - -
31-Mar-23 - - -
Loans / Inter corporate deposits given
Educap Elevate Advisors India Private Limited 31-Mar-25 - 6 0.00 -
31-Mar-24 - - -
31-Mar-23 - - -
Ecobox Industrial Development Private Limited 31-Mar-25 - 4 .00 -
31-Mar-24 - - -
31-Mar-23 - - -
Nimesh Grover 31-Mar-25 1 7.00 - -
31-Mar-24 - - -
31-Mar-23 - - -
Repayment of loans / Inter-corporate deposits given
Ecobox Industrial Development Private Limited 31-Mar-25 - 4 .00 -
31-Mar-24 - - -
31-Mar-23 - - -
Interest income on loans / inter-corporate deposits
Educap Elevate Advisors India Private Limited 31-Mar-25 - 0 .42 -
31-Mar-24 - - -
31-Mar-23 - - -
Ecobox Industrial Development Private Limited 31-Mar-25 - 0 .04 -
31-Mar-24 - - -
31-Mar-23 - - -
Remuneration to Directors / Key managerial personnel
[Short-term employee benefits]
Nimesh Grover 31-Mar-25 4 5.90 - -
31-Mar-24 5 7.37 * - -
31-Mar-23 3 8.44 - -
Stanislos Simon D'britto 31-Mar-25 2 2.46 - -
31-Mar-24 2 9.97 * - -
31-Mar-23 1 7.03 - -
439Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 39 - Related party disclosure as per Ind AS 24 (Contd.)
(i) Transactions with related parties (contd.)
Enterprises owned by or
Director/ Key significantly influenced by
Other related
Particulars For the year ended Management individual or their relatives
parties
Personnel having significant influence
over the Group
Incentive expense, incl. interest thereon
Nimesh Grover 31-Mar-25 2 22.59 - -
31-Mar-24 - - -
31-Mar-23 - - -
Stanislos Simon D'britto 31-Mar-25 5 9.98 - -
31-Mar-24 - - -
31-Mar-23 - - -
Reimbursement of expenses to
Nimesh Grover 31-Mar-25 0 .08 - -
31-Mar-24 0 .15 - -
31-Mar-23 0 .32 - -
Stanislos Simon D'britto 31-Mar-25 0 .04 - -
31-Mar-24 0 .05 - -
31-Mar-23 0 .10 - -
Compensation on forfeiture of partly paid shares
Nimesh Grover 31-Mar-25 4 0.00 - -
31-Mar-24 - - -
31-Mar-23 - - -
Stanislos Simon D'britto 31-Mar-25 1 1.60 - -
31-Mar-24 - - -
31-Mar-23 - - -
Proceeds from call on partly paid up shares
Nimesh Grover 31-Mar-25 - - -
31-Mar-24 - - -
31-Mar-23 1 .19 - -
Stanislos Simon D'britto 31-Mar-25 - - -
31-Mar-24 - - -
31-Mar-23 0 .26 - -
Expense towards share based payments to Key management
personnel
Nimesh Grover 31-Mar-25 - - -
31-Mar-24 - - -
31-Mar-23 4 .79 - -
Stanislos Simon D'britto 31-Mar-25 - - -
31-Mar-24 - - -
31-Mar-23 1 .97 - -
^debited to equity (refer Restated Consolidated Summary Statement of Changes in Equity)
*Keymanagerialpersonnelareentitledtopost-employmentbenefitsandotherlongtermemployeebenefitsrecognisedasperIndAS19-‘EmployeeBenefits’inthefinancialstatements.Astheseemployeebenefits,
namelygratuityandleaveencashmentsarelumpsumamountsprovidedonthebasisofactuarialvaluation,thesameisnotincludedabove.ThesaidamountincludesGroup'scontributiontowardsprovidentfundofthe
key managerial personnel.
(ii) Balances receivable from / payable to related parties
Enterprises owned by or
Director / Key significantly influenced by
Other related
Particulars As at Management individual or their relatives
parties
Personnel having significant influence
over the Group
Loans / Inter corporate deposits (including accrued interest)
Educap Elevate Advisors India Private Limited 31-Mar-25 - 6 0.42 -
31-Mar-24 - - -
31-Mar-23 - - -
Nimesh Grover 31-Mar-25 1 7.00 - -
31-Mar-24 - - -
31-Mar-23 - - -
Investment in Optionally convertible debentures
Purelearn Eduinfra Chennai Private Limited 31-Mar-25 - 1 ,200.00 -
31-Mar-24 - - -
31-Mar-23 - - -
Trade payables
Goldman Sachs (India) Securities Private Limited 31-Mar-25 - - -
31-Mar-24 - - 2 71.40
31-Mar-23 - - 1 87.33
Other financial liabilities (Incentive payable)
Nimesh Grover 31-Mar-25 2 22.59 - -
31-Mar-24 - - -
31-Mar-23 - - -
Stanislos Simon D'britto 31-Mar-25 5 9.98 - -
31-Mar-24 - - -
31-Mar-23 - - -
440Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 39 - Related party disclosure as per Ind AS 24 (Contd.)
(iii) Terms and conditions of transaction with related parties
Interest on loans / inter-corporate borrowing
TheGrouphasgivenloans/intercorporatedeposittorelatedpartiesandKMPs.ThesaidloansareinterestfreeinthecaseofKMPsandcarriesrepobasedinterestrate,forotherrelatedparties,repaymentterms
generally on demand.
Terms of investment in Optionally convertible debentures - For the terms refer Note 6.
Remuneration to KMP's
TheamountsdisclosedinthetableabovearetheamountsrecognisedasanexpenseduringthefinancialyearrelatedtoKMPswhicharedulyapprovedbytheBoardofDirectors.Theamountsdonotincludeexpense,if
any,recognisedtowardpost-employmentbenefitsandotherlong-termbenefitsofkeymanagerialpersonnel.Suchexpensesaremeasuredbasedonanactuarialvaluationdoneforeachentityasawhole.Hence,
amounts attributable to KMPs are not separately determinable.
Reimbursement of expenses (Recovery) and related Trade Receivables
TheGroupmakescertainpaymentsonbehalfofrelatedparties.Insuchcases,recoveryofexpensesfromtherelatedpartiesaregenerallyreceivedwithinaperiodof30-90daysfromtheinvoicedate.Theamount
receivable is unsecured, interest free and require settlement in cash.
Other general terms and conditions
Thetransactionsfromrelatedpartiesaremadeontermsequivalenttothosethatprevailinarm’slengthtransactions.Outstandingbalancesattheyear-endareunsecuredandnoninterestbearingandsettlementwill
occur in cash. There have been no guarantees provided or received for any related party receivables or payables.
(iv) Disclosure as per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations
(a) Transaction eliminated during the year / period
(A) Elevate Campuses Limited**
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Good Host Spaces (Shoolini) Private Limited Interest income on loans / inter-corporate deposits 1 0.87 9 .29 8 .43
Good Host Spaces (Sonipat) Private Limited Interest income on loans / inter-corporate deposits 1 06.73 9 4.33 9 0.73
Good Host Spaces (Jagdishpur) Private Limited Interest income on loans / inter-corporate deposits 5 1.79 6 4.58 2 6.91
Good Host Spaces (West) Private Limited$ Interest income on loans / inter-corporate deposits 3 8.56 2 .17 -
Good Host Spaces (West) Private Limited$ Interest expense on loans / inter-corporate deposits 1 .03 - -
Good Host Spaces Educational Foundation Donation expense 7 .74 1 .75 0 .19
Good Host Spaces (Chennai) Private Limited^^ Investment in equity shares of wholly owned subsidiaries 0 .00 # - -
Elevate Hostel Spaces Management Services Private Limited^ Investment in equity shares of wholly owned subsidiaries 0 .00 # - -
Good Host Spaces (Sonipat) Private Limited Investment in equity shares of wholly owned subsidiaries - - 0 .82
Good Host Spaces (West) Private Limited$ Investment in equity shares of wholly owned subsidiaries - - 0.00 #
Good Host Spaces Educational Foundation Investment in equity shares of wholly owned subsidiaries - - 0.00 #
Good Host Spaces (Sonipat) Private Limited Redemption of optionally convertible debentures 1 ,155.13 - -
Good Host Spaces (Shoolini) Private Limited Loans / Inter-corporate deposits given 0 .15 3 9.70 2 .61
Good Host Spaces (Sonipat) Private Limited Loans / Inter-corporate deposits given 0 .30 1 .76 0 .92
Good Host Spaces (Jagdishpur) Private Limited Loans / Inter-corporate deposits given 1 4.08 8 20.81 4 86.33
Good Host Spaces (West) Private Limited$ Loans / Inter-corporate deposits given 5 38.79 5 00.02 -
Good Host Spaces (Shoolini) Private Limited Repayment of loans / Inter-corporate deposits given 0 .37 3 8.82 0 .34
Good Host Spaces (Sonipat) Private Limited Repayment of loans / Inter-corporate deposits given 8 04.67 - 5 2.38
Good Host Spaces (Jagdishpur) Private Limited Repayment of loans / Inter-corporate deposits given 1 07.50 8 12.19 8 .08
Good Host Spaces (West) Private Limited$ Repayment of loans / Inter-corporate deposits given 1 ,038.81 - -
Elevate Hostel Spaces Management Services Private Limited^ Other recievables (for reimbursement of expenses) 0 .54 0 .07 -
(B) Good Host Spaces (Jagdishpur) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Interest expense on loans / inter-corporate deposit 51.79 64.58 26.91
Elevate Campuses Limited** Loans / Inter-corporate deposit received 14.08 8 20.81 486.33
Elevate Campuses Limited** Repayment of loans / Inter-corporate deposits given 107.50 8 12.19 8.08
Elevate Hostel Spaces Management Services Private Limited^ Donation expense - 0 .34 -
(C) Good Host Spaces (Sonipat) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Good Host Spaces (West) Private Limited Interest income on loans / inter-corporate deposit 4 .48 - -
Elevate Campuses Limited** Interest expense on loans / inter-corporate deposit 1 06.73 9 4.33 9 0.73
Elevate Campuses Limited** Redemption of optionally convertible debentures 1 ,155.13 - -
Elevate Campuses Limited** Loans / Inter-corporate deposit received 0 .30 1 .76 0 .92
Good Host Spaces (West) Private Limited$ Loans / Inter-corporate deposit received 4 6.50 - -
Elevate Campuses Limited** Repayment of loans / Inter-corporate deposits given 8 04.67 - 5 2.38
Good Host Spaces (West) Private Limited$ Repayment of loans / Inter-corporate deposits given 8 30.00 - -
Elevate Campuses Limited** Deemed capital contribution - - 0 .82
(D) Good Host Spaces (Chennai) Private Limited^^
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of Equity Shares 0 .00 # - -
Good Host Spaces (West) Private Limited$ Loans / Inter-corporate deposit received 0 .01 - -
(E) Good Host Spaces (Shoolini) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Interest expense on loans / inter-corporate deposit 1 0.87 9 .29 8 .43
Elevate Campuses Limited** Loans / Inter-corporate deposit received 0 .15 3 9.70 2 .61
Elevate Campuses Limited** Repayment of loans / Inter-corporate deposits given 0 .37 3 8.82 0 .34
441Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 39 - Related party disclosure as per Ind AS 24 (Contd.)
(a) Transaction eliminated during the year / period (Contd.)
(F) Good Host Spaces (West) Private Limited$
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Interest income on loans /inter-corporate deposit 1 .03 - -
Elevate Campuses Limited** Interest expense on loans / inter-corporate deposit 3 8.56 2 .17 -
Good Host Spaces (Sonipat) Private Limited Interest expense on loans / inter-corporate deposit 4 .48 - -
Elevate Campuses Limited** Loans / Inter-corporate deposit received 5 38.79 5 00.02 -
Good Host Spaces (Sonipat) Private Limited Loans / Inter-corporate deposit received 8 30.00 - -
Good Host Spaces (Chennai) Private Limited^^ Loans / Inter-corporate deposit received 0 .01 - -
Good Host Spaces Educational Foundation Loans / Inter-corporate deposit received 0 .00 # - -
Elevate Campuses Limited** Issue of Equity Shares - - 0 .00 #
Elevate Campuses Limited** Repayment of loans / Inter-corporate deposits given 1 ,038.81 - -
Good Host Spaces (Sonipat) Private Limited Repayment of loans / Inter-corporate deposits given 4 6.50 - -
(G) Good Host Spaces Educational Foundation
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Donations received 7 .74 1 .75 0 .19
Good Host Spaces (Jagdishpur) Private Limited Donations received - 0 .34 -
Elevate Campuses Limited** Issue of Equity Shares - - 0 .00 #
Elevate Campuses Limited** Payable (for reimbursement of expenses) 0 .55 0 .07 -
Good Host Spaces (West) Private Limited$ Payable (for reimbursement of expenses) 0 .00 # - -
(H) Elevate Hostel Spaces Management Services Private Limited^
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of Equity Shares 0 .00 # - -
(b) Balances eliminated as at the end of the year / period
(A) Elevate Campuses Limited**
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Good Host Spaces (Shoolini) Private Limited Loans / Inter-corporate deposits given (including accrued interest) 1 26.29 1 15.69 1 05.61
Good Host Spaces (Sonipat) Private Limited Loans / Inter-corporate deposits given (including accrued interest) 2 62.17 1 ,172.53 1 ,077.49
Good Host Spaces (Jagdishpur) Private Limited Loans / Inter-corporate deposits given (including accrued interest) 5 41.59 5 83.48 5 15.79
Good Host Spaces (West) Private Limited$ Loans / Inter-corporate deposits given (including accrued interest) - 5 01.98 -
Good Host Spaces (West) Private Limited$ Loan from subsidary 5 70.64 - -
Good Host Spaces (Shoolini) Private Limited Investment in equity shares of wholly owned subsidiaries 2 40.01 2 40.01 2 40.01
Good Host Spaces (Sonipat) Private Limited Investment in equity shares of wholly owned subsidiaries 1 ,631.43 1 ,631.43 1 ,631.43
Good Host Spaces (Jagdishpur) Private Limited Investment in equity shares of wholly owned subsidiaries 0.00 # 0.00 # 0.00 #
Good Host Spaces (West) Private Limited$ Investment in equity shares of wholly owned subsidiaries 0.00 # 0.00 # 0.00 #
Good Host Spaces Educational Foundation Investment in equity shares of wholly owned subsidiaries 0.00 # 0.00 # 0.00 #
Good Host Spaces (Chennai) Private Limited^^ Investment in equity shares of wholly owned subsidiaries 0.00 # - -
Good Host Spaces Management Services Private Limited Investment in equity shares of wholly owned subsidiaries 0.00 # - -
Good Host Spaces (Sonipat) Private Limited Investment in optionally convertible debentures of wholly owned
4 70.47 1 ,625.60 1 ,625.60
subsidiaries
Elevate Hostel Spaces Management Services Private Limited^ Other recievables (for reimbursement of expenses) 0 .54 - -
(B) Good Host Spaces (Jagdishpur) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of equity shares 0.00 # 0.00 # 0.00 #
Elevate Campuses Limited** Loans / Inter-corporate deposits taken (including accrued interest) 541.59 583.48 515.79
(C) Good Host Spaces (Sonipat) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Loans / Inter-corporate deposits taken (including accrued interest) 2 62.17 1 ,172.53 1 ,077.49
Good Host Spaces (West) Private Limited$ Loans / Inter-corporate deposits taken (including accrued interest) 7 87.53 - -
Elevate Campuses Limited** Issue of equity shares 1 ,631.43 1 ,631.43 1 ,631.43
Elevate Campuses Limited** Issue of optionally convertible debentures 4 70.47 1 ,625.60 1 ,625.60
(D) Good Host Spaces (Chennai) Private Limited^^
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of equity Shares 0.00 # - -
Good Host Spaces (West) Private Limited$ Inter corporate deposits taken (including accrued interest) 0.01 - -
(E) Good Host Spaces (Shoolini) Private Limited
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Inter corporate deposits taken (including accrued interest) 1 26.29 1 15.69 1 05.61
Elevate Campuses Limited** Issue of equity Sahres 2 40.01 2 40.01 2 40.01
(F) Good Host Spaces (West) Private Limited$
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Inter corporate deposits taken (including accrued interest) - 5 01.98 -
Elevate Campuses Limited** Inter corporate deposits given (including accrued interest) 5 70.64 - -
Good Host Spaces (Sonipat) Private Limited Inter corporate deposits given (including accrued interest) 7 87.53 - -
Good Host Spaces (Chennai) Private Limited^^ Inter corporate deposits given (including accrued interest) 0 .01 - -
Good Host Spaces Educational Foundation Other receivables 0 .00 - -
Elevate Campuses Limited** Issue of equity shares 0.00 # 0.00 # 0.00 #
442Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 39 - Related party disclosure as per Ind AS 24 (Contd.)
(b) Balances eliminated as at the end of the year / period (Contd.)
(G) Good Host Spaces Educational Foundation
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of equity shares 0.00 # 0.00 # 0.00 #
Good Host Spaces (West) Private Limited$ Other payables 0 .00 # - -
(H) Elevate Hostel Spaces Management Services Private Limited^
Name of Related Party Nature of transaction March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Issue of equity shares 0.00# - -
Elevate Campuses Limited** Other payables (for reimbursement of expenses) 0 .54 - -
c) Details of undrawn facility
Name of the lender Name of the borrower March 31, 2025 March 31, 2024 March 31, 2023
Elevate Campuses Limited** Good Host Spaces (Sonipat) Private Limited 327.47
8,816.90
Elevate Campuses Limited** Good Host Spaces (Shoolini) Private Limited 34.31
29,069.95
Elevate Campuses Limited** Good Host Spaces (Jagdishpur) Private Limited 416.52 84.21
Elevate Campuses Limited** Good Host Spaces (West) Private Limited$ 98.02 -
Good Host Spaces (Sonipat) Private Limited Good Host Spaces (West) Private Limited$ 212.47 - -
Good Host Spaces (West) Private Limited$ Elevate Campuses Limited** 328.33 - -
Good Host Spaces (West) Private Limited$ Good Host Spaces (Sonipat) Private Limited 50.00 - -
Elevate Campuses Limited** Educap Elevate Advisors India Private Limited - - -
**formerly known as Good Host Spaces Limited
$formerly known as Good Host Spaces (Manipal) Private Limited
^formerly known as Good Host Spaces Management Services Private Limited
^^formerly known as Good Host Spaces (Nagpur) Private Limited
# INR 1,000
This page is intentionally left blank
443Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 40 - Segment Information
TheGroupisprovidingleasingservicesandfacilitymanagementservicesforhostels.TheGroupiscurrentlypredominantlyoperatinginasinglegeographyi.e.India.Basedonthe
"managementapproach"asdefinedinIndAS108'OperatingSegments',arepresentativeoftheGroup-theChiefOperatingDecisionMarker('CODM')evaluatestheGroup's
performanceandallocatesresourcesbasedonananalysisofvariousperformanceindicatorsbytheoverallbusinesssegment.Astheallocationofresourcesandprofitabilityofthe
businessisevaluatedbytheCODMonanoverallbasis,asinglesegmenthasbeenidentifiedandtherearenootherreportablesegmentasperIndAS108'OperatingSegments'.
Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets and liabilities. Further,
(i) the Group operates within India and does not have operations in economic environments with different risks and returns. Hence, it is considered operating in single
geographical segment; and
(ii) there are no major customers having revenue more than 10% of the reportable segment.
Note 41: Business combination
Acquisition of SH10 block
OnAugust1,2023,theGroupacquiredthehostelbusinessofSH-10blockfromrenownedHEI-Haryana(the'Seller')atJagdishpurvillage(Sonipat,Haryana),alongwiththe
right to provide hostel facility services and related ancillary services to the students of the Seller.
The acquisition provided the Group leasing right as well as the right to provide facility management and related ancillary services (the 'Hostel undertaking') for a period of 50 years.
The said transaction was accounted as per Ind AS 103 'Business Combination' on provisional basis.
Details of purchase consideration, the net assets acquired and goodwill are as follows:
Particulars Amount
Cash 2 ,077.05
Purchase consideration (at present value on acquisition date) 2 ,077.05
The fair value of the identifiable assets and liabilities as at date of the date of acquisition were:
Particulars Amount
Assets acquired
Buildings 2,316.70
Leasehold land 61.76
Intangible assets - Right to provide facility services 236.14
[A] 2 ,614.60
Liabilities assumed
Deferred tax liability ( 15.50)
Derivative liability* ( 0.18)
[B] ( 15.68)
Net identifiable assets acquired [A - B] 2 ,598.88
Further, no contingent liability has been transferred to the Group.
*asperthebusinessacquisitionagreeemententeredintobytheGroupwiththeSeller,thesellerhastherighttobuybackthehostelundertakingfromtheGroupatspecifiedfuture
dates and at pre-determined value. Accordingly, the Group has recognised derivative liability towards the buy back option with the seller at the acquisition date fair value.
Calculation of goodwill/ capital reserve
Particulars Amount
Purchase consideration 2,077.05
Less: Net identifiable assets acquired ( 2,598.88)
Goodwill / (Capital reserve)* ( 521.83)
*bargain gain recognised in Other Comprehensive Income
TheGroupincurredtransactioncostamountingtoINR13.36milliontowardsthesaidbusinesscombinationduringtheyearendedMarch31,2024whichhasbeendisclosedasan
exceptional item in the Restated Consolidated Summary Statement of Profit and Loss.
444Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 42 - Asset acquisition
DuringtheyearendedMarch31,2024,theGrouphasenteredintoanagreementwithrenownedHEI-HimachalPradeshforacquisitionofadditionalhostelbedsintheUniversitybuilding
for a cash consideration of INR 18 million.
Themanagementhasidentifiedandrecognizedtheindividualidentifiableassetsacquiredandliabilitiesassumed;andallocatedthepurchaseconsiderationtotheindividualidentifiable
assets and liabilities on the basis of their relative fair values at the date of acquisition.
The allocated value of the identifiable assets acquired and liabilities assumed as at the date of acquisition were:
Amount
Assets
Finance lease receivable 1 3.12
Intangible assets - Right to provide facility services 1 .68
Intangible assets - In place lease 3 .20
Total Assets (A) 18.00
Liabilities
Borrowings (including current maturities of long term borrowings) -
Other liabilities -
Total Liabilities (B) -
Net Assets (A-B) 1 8.00
Note 43 - Information for consolidated financial statements pursuant to Schedule III of the Act
Name of the entity % of share in % of share in % of share in % share in other % share in total
Net Assets Net Revenue profit and loss comprehensive income comprehensive income
% Amount % Amount % Amount % Amount % Amount
As at and for the year ended March 31, 2025
Holding Company
Elevate Campuses Limited$ 111.84% 7,859.38 42.43% 1,569.03 91.79% 483.30 450.00% 0 .36 91.85% 483.66
Subsidiary companies
Good Host Spaces (Shoolini) Private Limited 3.51% 246.31 6.03% 222.86 9.13% 48.07 0.00% - 9.13% 4 8.07
Good Host Spaces (Sonipat) Private Limited 13.77% 9 67.48 40.84% 1,510.18 15.04% 79.18 -350.00% (0.28) 14.98% 7 8.90
Good Host Spaces (Jagdishpur) Private Limited 4.47% 3 14.35 10.71% 396.04 -12.61% ( 66.40) 0.00% - -12.61% (66.40)
Good Host Spaces (West) Private Limited* -0.26% (18.39) 0.00% - -3.33% ( 17.52) 0.00% - -3.33% (17.52)
Good Host Spaces Educational Foundation 0.00% (0.17) 0.21% 7 .74 -0.02% ( 0.08) 0.00% - -0.02% (0.08)
Good Host Spaces (Chennai) Private Limited^^ 0.00% (0.13) 0.00% - -0.02% ( 0.13) 0.00% - -0.02% (0.13)
Elevate Hostel Management Services Private
Limited^ 0.00% (0.01) 0.00% - 0.00% ( 0.01) 0.00% - 0.00% (0.01)
134.00% 9,368.82 100.00% 3,705.85 100.00% 526.51 100.00% 0 .08 100.00% 526.59
Inter Company eliminations -34.00% ( 2,341.73) 0.00% (7.74) 0.00% - 0.00% - 0.00% -
Total 100.00% 7,027.09 100.00% 3,698.11 100.00% 526.51 100.00% 0 .08 100.00% 526.59
As at and for the year ended March 31, 2024
Holding Company
Elevate Campuses Limited$ 113.35% 7,432.92 41.61% 1,443.86 94.90% 376.66 0.01% 0 .06 41.01% 376.72
Subsidiary companies
Good Host Spaces (Shoolini) Private Limited 3.02% 198.24 5.64% 195.87 2.01% 7.97 0.00% - 0.87% 7 .97
Good Host Spaces (Sonipat) Private Limited 31.17% 2,043.71 44.27% 1,536.23 22.31% 88.56 -0.02% (0.10) 9.63% 8 8.46
Good Host Spaces (Jagdishpur) Private Limited 5.81% 3 80.75 8.47% 294.05 -19.01% ( 75.43) 100.01% 521.83 48.59% 446.40
Good Host Spaces (West) Private Limited* -0.01% (0.87) 0.00% - -0.22% ( 0.86) 0.00% - -0.09% (0.86)
Good Host Spaces Educational Foundation 0.00% (0.08) 0.06% 2 .09 -0.01% ( 0.03) 0.00% - 0.00% (0.03)
153.00% 10,054.67 100.00% 3,472.10 100.00% 396.89 100.00% 521.79 100.00% 918.68
Inter Company eliminations -53.00% ( 3,496.97) 0.00% (2.09) 0.00% - 0.00% - 0.00% -
Total 100.00% 6,557.70 100.00% 3,470.01 100.00% 396.89 100.00% 521.79 100.00% 918.68
As at and for the year ended March 31, 2023
Holding Company
Elevate Campuses Limited$ 124.56% 7,187.06 44.99% 1,316.06 127.51% 369.81 107.58% 0 .71 127.46% 370.52
Subsidiary companies
Good Host Spaces (Shoolini) Private Limited 3.30% 190.27 5.66% 165.70 5.19% 15.05 0.00% - 5.18% 1 5.05
Good Host Spaces (Sonipat) Private Limited 33.89% 1,955.25 47.42% 1,386.94 -27.85% ( 80.76) -7.58% (0.05) -27.80% (80.81)
Good Host Spaces (Jagdishpur) Private Limited -1.14% (65.64) 1.93% 56.31 -4.83% ( 14.02) 0.00% - -4.82% (14.02)
Good Host Spaces (West) Private Limited* 0.00% 0 .00 # 0.00% - 0.00% - 0.00% - 0.00% -
Good Host Spaces Educational Foundation 0.00% (0.05) 0.01% 0 .19 -0.02% ( 0.05) 0.00% - -0.02% (0.05)
161.00% 9,266.89 100.00% 2,925.20 100.00% 290.03 100.00% 0 .66 100.00% 290.69
Inter Company eliminations -61.00% ( 3,497.01) 0.00% (0.19) 0.00% - 0.00% - 0.00% -
Total 100.00% 5,769.88 100.00% 2,925.01 100.00% 290.03 100.00% 0 .66 100.00% 290.69
$formerly known as Good Host Spaces Limited
*formerly known as Good Host Spaces (Manipal) Private Limited
^ formerly known as Good Host Spaces Management Services Private Limited
^^formerly known as Good Host Spaces (Nagpur) Private Limited 445
# INR 1,000/-Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 44 - Capital management
For the purpose of the Group’s capital management, equity includes issued equity capital, share premium and all other equity reserves attributable to the
equity holders of the Group. The primary objective of the Group’s capital management is to maximise the shareholder value. The Group’s Capital
Management objectives are to maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may be
availableinfuturesoastomaximizeshareholders’value.TheGroupmonitorscapitalusingdebtequityratio.TheGroup'spolicyistokeepdebtequityratio
below two and half and infuse capital if and when required through issue of new shares and / or better operational results and efficient working capital
management.
The Group's debt equity ratio is as under:
March 31, 2025 March 31, 2024 March 31, 2023
Debt (A)* 1 2,065.96 9,847.11 10,261.15
Equity (B) 7,027.09 6,557.70 5,769.88
Debt Ratio (A / B) (in times) 1.72 1.50 1.78
* excluding interest accrued on borrowings
Note 45 - Maintenance and preservation of audit trail
FortheyearendedMarch31,2025andMarch31,2024,theGrouphasusedSAPHANA,anEnterpriseResourcePlanning('ERP')accountingsoftware,for
maintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevant
transactionsrecordedinthesoftware,exceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothesaidaccountingsoftware.
Further,audittrailfeaturehasnotbeentamperedwith inrespectofthe saidsoftwarewheretheaudittrailhasbeen enabled.Additionally, theaudit trailin
respect of the financial year ended March 31, 2024 has not been preserved by the Group as per the statutory requirements for record retention.
FortheyearendedMarch31,2023,theGrouphasdefinedprocesstotakedailyback-upofbooksofaccountmaintainedelectronicallyinserversphysically
located in India. However, the logs of the back-up of the books or accounts is not maintained by the Group.
Note 46 - Other statutory information
(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
(ii) The Group does not have any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 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)TheGrouphasnotadvancedorloanedorinvestedfundstoanyotherpersonsorentities,includingforeignentities(Intermediaries)withtheunderstanding
that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries)
or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi)TheGrouphasnotreceivedanyfundfromanypersonsorentities,includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedin
writing or otherwise) that the Group shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii)TheGroupdoesnothaveanysuchtransactionwhichis notrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduring
the year in the tax assessments under the Income Tax Act, 1961, such as search or survey or any other relevant provisions of the Income Tax Act, 1961.
(viii) The Group has not been declared wilful defaulter by any bank or financial institution or other lender.
(ix) The Group is not required to file quarterly returns or statements of current assets with banks or financial institutions.
Note 47 - Subsequent Events
(i)DuringtheyearendedMarch31,2025,theGroup,throughitssubsidiaryviz.Elevate HostelManagementServicesPrivateLimited(formerlyknownas
GoodHostSpacesManagementServicesPrivateLimited)hasenteredintoaBusinessTransferAgreementwithZolostaysPropertySolutionsPrivateLimited
toacquiretheirbusinessofmanagingon-campushostels/accommodationunitsincludingaccesstoitstechnology,onagoingconcernbasisthroughslump
sale,foraconsiderationofINR1,001.42 million.Subsequently,thesaidacquisitionhasbeenconsummatedonApril11,2025andthepurchaseconsideration
hasbeenpaidinfullthroughissuanceof100.14millionoptionallyconvertibledebenturesoffacevalueINR1each,atparaggregatingtoINR100.14million
and the balance INR 901.28 million in cash.
446Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note 47 - Subsequent Events (Contd.)
(ii)SubsequenttotheyearendedMarch31,2025,theHoldingCompanyhasacquired1.00%equitystake(432equityshares)inZolostaysPropertySolutions
Private Limited.
(iii) In earlier year, the Group, through its wholly owned subsidiary viz. Good Host Spaces (West) Private Limited, had entered into a Business Transfer
Agreement(‘BTA’)andotherassociateddocumentsdatedMarch27,2024fortheacquisitionofahostelbusinessasagoingconcern,whereinthebusiness
will be transferred to the Group through a slump sale for a consideration of INR 2,536.00 million. The transaction includes the transfer of the associated
hostel land and hostel buildings through a lease arrangement in conjunction with the BTA. Subsequently, on May 29, 2025, the Group has executed
additionaldocumentsrelatedtotheBTA.However,thecompletionofthetransactionandpaymentofconsiderationispendingasonthedateofapprovalof
the restated consolidated summary statements.
(iv)GoodHostSpaces(Shoolini)PrivateLimited,asubsidiaryoftheHoldingCompany,currentlymanagesandoperateshostelbusinessofarenownedHEI–
HimachalPradesh(the“University”)sinceFY2019-20,inaccordancewiththeHostelServicesAgreement(‘HSA’)datedNovember27,2019enteredinto
between the parties. Subsequent to March 31, 2025, the subsidiary company has received an email communication from the University on September 17,
2025,allegingbreach ofcertain clausesoftheFrameworkAgreementdated November20,2019bythesubsidiarycompanyin financialyear2022-23.The
allegation may have an impact on certain rights of the subsidiary company under the HSA. The management believes that the claim of the University is
withoutmeritsandshallnotbetenable.Further,themanagementisinprocesstorespondtotheUniversity’scommunication.Accordingly,noimpactofthe
same has been considered in the restated consolidated summary statements for the year ended March 31, 2025.
(v) Subsequent toMarch 31,2025, theHoldingCompanyhasenteredinto aSharePurchaseAgreement datedSeptember 17,2025 toacquire100%equity
shareholdinginElevateUAEAssetcoHoldingsPte.Ltd.("ElevateUAE")and enteredinto aSecuritiesSubscriptionAgreementdatedSeptember 22,2025
forsubscriptiontooptionallyconvertiblepreferencesharesofElevateUAE.Theconsiderationtowardsthesaidacquisitionhasbeendischargedinentiretyby
the Holding Company till the date of approval of these restated consolidated summary statements.
(vi)OnSeptember24,2025,theHoldingCompanyhasenteredintoSharePurchaseAgreementsforacquisitionofInfraschoolServicesChintamaniPrivate
Limited, Infraschool Services Kadiri Private Limited, Infraschool Services Korba Private Limited, Infraschool Services Tumkur Private Limited, Purelearn
Eduinfra Kanakapura Private Limited, Purelearn Eduinfra Ramanagara SH Private Limited, Purelearn Eduinfra Bangalore Private Limited, CUIB Eduinfra
Bangalore Private Limited, Infraschool Services Gurgaon Private Limited, Purelearn Eduinfra Bowenpally Private Limited (‘PEBPL’), Purelearn Eduinfra
Hyderabad Private Limited, Purelearn Eduinfra Chennai Private Limited, Purelearn Eduinfra Hisar Private Limited, St. Michael's Educational Services
Private Limited. The consideration towards the said acquisition shall be discharged in cash, out of proceedsreceived frominitial public offering. Thesaid
acquisitionshavenotconsummatedasatthedateofapprovaloftheserestatedconsolidatedsummarystatements.Beingentitiesundercommoncontrol,upon
consummation, the said acquisitions shall be accounted for in accordance with Appendix C of Ind AS 103 'Business Combinations'.
(vii) On September 20, 2025, the Board of Directors of the Holding Company have approved issue and allotment of 52.50 million unlisted, unsecured,
convertibledebentures("CDs")onprivateplacementbasistoGeniusRajkotInvestmentHoldingsPte.Ltd.foraconsiderationofRs.200perCDtotallingto
Rs. 10,500 million, which has been subsequently approved by the shareholders of the Holding Company in their extra-ordinary general meeting held on
September 23, 2025. Subsequently, the said CDs have been alloted on September 24, 2025.
(viii) Subsequent to March 31, 2025, the shareholders of the Holding Companyin their extra-ordinary general meeting held on September 18, 2025 have
approvedbonusissueof3fullypaidupClassACompulsoryConvertiblePreferenceShares(ClassACCPS)ofRs.1eachforevery1equityshareheldbythe
existingequityshareholdersoftheHoldingCompany.Consequently,66.31millionfullypaidupClassACCPSofRs.1eachhasbeenissuedandallotedby
the Holding Company on September 19, 2025 by utilising the Securities Premium Account of the Holding Company.
(ix)SubsequenttoMarch31,2025,GoodHostSpaces(North)PrivateLimited,awhollyownedsubsidiaryoftheHoldingCompanyhasenteredintoaShare
Purchase Agreement dated September 23, 2025 for acquisition of 100% equity shareholding in a private companyengaged in the business of owning and
leasingacademic and hostelfacilitiesofaHEI.The consummation of thesaid acquisition is pendingat thedate ofapproval ofthese restated consolidated
summary statements.
(x)SubsequenttoMarch31,2025,theHoldingCompanyhasbeenawardeddevelopmentofstudenthostelbyapremiertechnologyinstituteinsouthIndiaon
PublicPrivatePartnershipmodelvideLetterofAwarddatedSeptember18,2025.TheHoldingCompanyisinprocesstotakenecessarystepsinaccordance
the terms of the Request For Proposal issued by the said institute as at the date of approval of these restated consolidated summary statements.
TheaforementionedtransactionsdonothaveanyimpactontherestatedconsolidatedsummarystatementsoftheGroupasatandfortheyearendedMarch31,
2025.
Note48-PursuanttoaspecialresolutionpassedintheextraordinarygeneralmeetingoftheshareholdersoftheHoldingCompanyheldonJuly29,2025,the
Holding Company has converted from Private Limited Company to Public Limited Company and consequently the name of the Holding Company has
changedfromGoodHostSpacePrivateLimitedtoGoodHostSpacesLimited,pursuanttoafreshcertificateofincorporationbytheRegistrarofCompanies
on August 20, 2025. Thereafter, the name of the Company is changed to “Elevate Campuses Limited”, pursuant to a re-branding exercise and a fresh
certificate of incorporation was issued by the Registrar of Companies, Central Processing Centre on September 8, 2025.
447Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure V- Summary of Material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in INR Million, unless otherwise stated)
Note49 - Pursuantto a resolution passed in theordinarygeneralmeetingofthe shareholdersoftheHoldingCompanyheld onJuly29,2025, thepresent
authorizedsharecapitaloftheHoldingCompanyofINR100.00milliondividedinto100,000,000equitysharesofINR1eachwasincreasedtoINR200.00
million divided into 100,000,000 equity shares of INR 1 each and 100,000,000 compulsorily convertible preference shares of INR 1 each.
Note 50 - Social Security Code
TheCodeonSocialSecurity,2020(‘Code’)relatingtoemployeebenefitsduringemploymentandpostemploymentbenefitsreceivedPresidentialassentin
September2020. TheCode hasbeen publishedin theGazetteofIndia. Certain sectionsofthecode cameinto effect on May03, 2023.However, the final
rules/interpretation have not yet been issued. Based on a preliminary assessment, the Group believes the impact of the change will not be significant.
The above Statement should be read in conjunction with the Summary of Material accounting policies and explanatory notes forming part of Restated
Consolidated Summary Statements appearing in Annexure V and Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces
Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Chief Financial Officer & Director
Partner Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place of Signature : Mumbai Place of Signature : Mumbai
Date : September 26, 2025 Date : September 26, 2025
448Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure VI - Statement of Restatement Adjustments to Audited Consolidated Financial Statements
(All amounts in INR million, unless otherwise stated)
A Statement of Restatement Adjustments to Audited Consolidated Financial Statements
Reconciliation between Total Equity as per Audited Consolidated Financial Statements with Total Equity as per Restated Consolidated
(i)
Summary Statement of Assets and Liabilities
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total Equity as per Audited Consolidated Financial Statements 7,027.09 6,557.70 5,769.88
Restatement Adjustments - - -
Total Equity as per Restated Consolidated Summary Statement of Assets and Liabilities 7,027.09 6,557.70 5 ,769.88
(ii)Reconciliation between Profit after tax as per Audited Consolidated Financial Statements with Profit after tax as per Restated Consolidated
Summary Statement of Profit and Loss
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax as per Audited Consolidated Financial Statements 526.51 396.89 290.03
Restatement Adjustments - - -
Profit after tax as per Restated Consolidated Summary Statement of Profit and Loss 526.51 396.89 290.03
B Material Regroupings
Appropriate regroupings havebeen madein theRestated Consolidated Summary Statement of Assets and Liabilities, Restated Consolidated Summary
StatementofProfitandLossand,RestatedConsolidatedSummaryStatementofCashFlows,whereverrequired,byreclassificationofthecorresponding
items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and classification as per the
Restated Summary Statements of the Group for the year ended March 31, 2025 prepared in accordance with Schedule III of Companies Act, 2013,
requirements of Ind AS 1 - 'Presentation of financial statements' and other applicable Ind AS principles and the requirements of the Securities and
Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
As at and for the year ended March 31, 2024 and March 31, 2023
Restated Consolidated Summary Statement of Assets and Liabilities
March 31, 2024 March 31, 2023 Nature
Reported Restated Change Reported Restated Change
Assets
Non current assets
Financial Assets
Other bank balances 39.32 - (39.32) 13.49 - (13.49) Reclassification
Other financial assets - 39.32 39.32 - 13.49 13.49 Reclassification
Liabilities
Non current liabilities
Provisions 2.16 - (2.16) 1.75 - (1.75) Reclassification
Current liabilities
Provisions - 2.16 2.16 - 1.75 1.75 Reclassification
Note:Theabovereclassificationsinpreviousyearshavebeenmade,wherevernecessarytoconfirmtothecurrentyearclassification/disclosureanddo
not haveanyimpact on theprofit/ (loss),hencethereis nochangeintherestatedbasic anddiluted earningsper shareoftherespectivepreviousyear.
These reclassifications do not have any impact on the restated equity at the beginning of March 31, 2023.
449Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure VI - Statement of Restatement Adjustments to Audited Consolidated Financial Statements
(All amounts in INR million, unless otherwise stated)
C Non-adjusting items
Audit qualifications and Emphasis of Matter paragraph for the respective years, which do not require any adjustments in the Restated
Consolidated Summary Statement are as follows:
(a) Therearenoauditqualificationoremphasisofmatterparagraphinauditor'sreportforthefinancialyearsendedMarch31,2025,March31,2024
andMarch31,2023.Auditobservationincludedinauditor'sreportforthefinancialyearsendedMarch31, 2025,March31, 2024and March31,
2023 under "Report on Other Legal and Regulatory Requirements" is as follows:
As at and for the year ended March 31, 2025:
i) Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote39tothestandalonefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossany
instanceofaudittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeen
preserved by the Company as per the statutory requirements for record retention.
ii) Good Host Spaces (Shoolini) Private Limited
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote33tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceof
audittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeenpreservedby
the Company as per the statutory requirements for record retention.
iii) Good Host Spaces (Jagdishpur) Private Limited
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote33tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceof
audittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeenpreservedby
the Company as per the statutory requirements for record retention.
iv) Good Host Spaces (Sonipat) Private Limited
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote35tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceof
audittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeenpreservedby
the Company as per the statutory requirements for record retention.
v) Good Host Spaces (West) Private Limited (formerly known as Good Host Spaces (Manipal) Private Limited)
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote26tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceof
audittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeenpreservedby
the Company as per the statutory requirements for record retention.
450Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure VI - Statement of Restatement Adjustments to Audited Consolidated Financial Statements
(All amounts in INR million, unless otherwise stated)
vi) Good Host Spaces Educational Foundation
Basedon ourexamination whichincluded testchecks, thecompanyhasused anaccountingsoftwarefor maintainingits booksofaccountswhich
has afeatureofrecordingaudit trail (edit log) facilityand thesamehas operated throughout the yearfor all relevant transactions recorded in the
softwareexceptthat,audittrailfeatureisnotenableforcertainchangesmade,ifany,usingprivileged/administrativeaccessrightstotheaccounting
software.Further,duringthecourseofourauditwedidnotcomeacrossanyinstancesofaudittrailfeaturebeingtamperedwithinrespectofother
accounting software whereaudit trail has been enabled. Additionally, the audit trail of prior year has been preserved bythe Company as per the
statutory requirements for record retention.
vii) Elevate Hostel Management Services Private Limited (formerly known as Good Host Spaces Management Services Private Limited)
Basedon ourexamination whichincluded testchecks, thecompanyhasused anaccountingsoftwarefor maintainingits booksofaccountswhich
has afeatureofrecordingaudit trail (edit log) facilityand thesamehas operated throughout the yearfor all relevant transactions recorded in the
softwareexceptthat,audittrailfeatureisnotenableforcertainchangesmade,ifany,usingprivileged/administrativeaccessrightstotheaccounting
software.Further,duringthecourseofourauditwedidnotcomeacrossanyinstancesofaudittrailfeaturebeingtamperedwithinrespectofother
accounting software whereaudit trail has been enabled. Additionally, the audit trail of prior year has been preserved bythe Company as per the
statutory requirements for record retention.
viii) Good Host Spaces (Chennai) Private Limited (formerly known as Good Host Spaces (Nagpur) Private Limited)
(w.e.f. March 11, 2024)
Based on our examination which included test checks, the Company has used SAP HANA an Enterprise Resource Planning ('ERP') accounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughoutthe
yearforallrelevanttransactionsrecordedinthesoftwareexceptthataudittrailfeatureisnotenabledatthedatabaselevel,insofarasitrelatestothe
saidaccountingsoftware,referNote17tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceof
audittrailfeaturebeingtamperedwith.Additionally,theaudittrailinrespectofthefinancialyearendedMarch31,2024hasnotbeenpreservedby
the Company as per the statutory requirements for record retention.
As at and for the year ended March 31, 2024:
i) Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Basedonourexaminationwhichincludedtestchecks,theGrouphasusedSAPHANA,anaccountingsoftwareformaintainingitsbooksofaccount
whichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedin
the software except that, audit trail feature is not enabled for certain changes made, if any, using privileged / administrative access rights to the
accountingsoftware,asdescribedinnote39totheconsolidatedfinancialstatements.Further,duringthecourseofourauditwedidnotcomeacross
any instance of audit trail feature being tampered with in respect of other accounting software where audit trail has been enabled.
ii) Good Host Spaces (Shoolini) Private Limited
Based on our examination which included test checks, the Company nas used SAP HANA, an accounting software for maintaining its books of
account which has a featureof recording audit trail (edit log) facility and thesame has operated throughout theyear for all relevant transactions
recordedinthesoftwareexceptthat,audittrailfeatureisnotenabledforcertainchangesmadeusingprivileged/administrativeaccessrightstothe
accountingsoftwareandforanydirectchangesmadetothedatabase,whichisanonSAASapplicationhostedin-house,asdescribedinnote32to
thefinancialstatements. Further,duringthecourseofouraudit wedidnot comeacross anyinstanceofaudit trailfeaturebeingtampered within
respect of other accounting software.
iii) Good Host Spaces (Jagdishpur) Private Limited
Based on our examination which included test checks, the Company has used SAP HANA, an accounting software for maintaining its books of
account which has a featureof recording audit trail (edit log) facility and thesame has operated throughout theyear for all relevant transactions
recordedinthesoftwareexceptthat,audittrailfeatureisnotenabledforcertainchangesmade,ifany,usingprivileged/administrativeaccessrights
totheaccountingsoftware,asdescribedinnote31tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossany
instance of audit trail feature being tampered with in respect of other accounting software where audit trail has been enabled.
iv) Good Host Spaces (Sonipat) Private Limited
Based on our examination which included test checks, the Company has used SAP HANA, an accounting software for maintaining its books of
account which has a featureof recording audit trail (edit log) facility and thesame has operated throughout theyear for all relevant transactions
recordedinthesoftwareexceptthat,audittrailfeatureisnotenabledforcertainchangesmadeusingprivileged/administrativeaccessrightstothe
accountingsoftwareandforanydirectchangesmadetothedatabase,whichisanonSAASapplicationhostedin-house,asdescribedinnote33to
thefinancialstatements. Further,duringthecourseofouraudit wedidnot comeacross anyinstanceofaudit trailfeaturebeingtampered within
respect of other accounting software.
451Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure VI - Statement of Restatement Adjustments to Audited Consolidated Financial Statements
(All amounts in INR million, unless otherwise stated)
v) Good Host Spaces (West) Private Limited (formerly known as Good Host Spaces (Manipal) Private Limited)
Based on our examination which included test checks, the Company has used SAP HANA, an accounting software for maintaining its books of
account which has a featureof recording audit trail (edit log) facility and thesame has operated throughout theyear for all relevant transactions
recordedinthesoftwareexceptthat,audittrailfeatureisnotenabledforcertainchangesmade,ifany,usingprivilcged/administrativeaccessrights
totheaccountingsoftware,asdescribedinnote20tothefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossany
instance of audit trail feature being tampered with in respect of other accounting software where audit trail has been enabled.
vi) Good Host Spaces Educational Foundation
vi.Basedonourexaminationwhichincludedtestchecks,thecompanyhasusedSAPHANA,anaccountingsoftwareformaintainingitsbooksof
accounts which has afeatureofrecordingaudit trail (edit log) facilityand thesamehas operatedthroughout theyear forall relevanttransactions
recordedinthesoftwareexceptthat,audittrailfeatureisnotenableforcertainchangesmade,ifany,usingorivileged/administrativeaccessrightsto
theaccountingsoftware.Further,duringthecourseofourauditwedidnotcomeacrossanyinstancesofaudittrailfeaturebeingtamperedwithin
respect of other accounting software where audit trail has been enabled.
As at and for the year ended March 31, 2023:
i) Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
In our opinion, proper books of account as required by law havebeen kept by theCompany, in electronic modeon servers physically located in
India, so far as it appears from our examination of those books except that we are unable to comment whether daily backups weretaken dueto
absence of logs maintained by the Company.
ii) Good Host Spaces (Shoolini) Private Limited
In our opinion, proper books of account as required by law have been kept by the company, in electronic modeon servers physically located in
India, so far as it appears from our examination of those books except that we are unable to comment whether daily backups weretaken dueto
absence of logs maintained by the Company.
iii) Good Host Spaces (Jagdishpur) Private Limited
In our opinion, proper books of account as required by law have been kept by the company, in electronic modeon servers physically located in
India, so far as it appears from our examination of those books except that we are unable to comment whether daily backups weretaken dueto
absence of logs maintained by the Company.
iv) Good Host Spaces (Sonipat) Private Limited
In our opinion, proper books of account as required by law have been kept by the company, in electronic modeon servers physically located in
India, so far as it appears v backups were taken due to absence of logs maintained by the Company.
(b) OtherauditqualificationsincludedintheannexuretothereportsissuedunderCompaniesReport)Order,2020,onthefinancialstatementsforthe
years ended March 31, 2025, March31, 2024 and March31, 2023, which donot requireany correctiveadjustment in the RestatedConsolidated
Summary Statements are as follows:
As at and for the year ended March 31, 2025:
There are no qualifications or adverse remarks by the respective auditors in the companies (Auditors Report) Order (CARO) reports of the
companies included in the restated consolidated summary statements.
As at and for the year ended March 31, 2024:
i) Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
Clause(iii)(e):Thecompanyhasgrantedloans/advancesinthenatureofloantocompanies,firms,limitedliabilitypartnershipsoranyotherparties
which had fallen due during the year and the company has renewed such loans during the year to the respective parties to settle the dues ofthe
existingloans.Theaggregateamountofsuchduesrenewedloansandthepercentageoftheaggregatetothetotalloansoradvancesinthenatureof
loans granted during the year as follows:
Name of Parties Aggregate amount of Aggregate overdue amount Percentage of the aggregate to the
loans or advances in the settled by renewal or total loans or advances in the
nature of loans granted extension or by fresh loans nature of loans granted during the
during the year granted to the same parties year
Good Host Spaces (Shoolini) Private Limited 39.70 3 8.82 97.78%
Good Host Spaces (Sonipat) Private Limited 959.73 9 57.57 99.77%
Good Host Spaces (Jagdishpur) Private Limited 820.81 4 88.39 59.50%
452Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Annexure VI - Statement of Restatement Adjustments to Audited Consolidated Financial Statements
(All amounts in INR million, unless otherwise stated)
ii) Good Host Spaces (Shoolini) Private Limited
Clause(ix)(d):Onanoverallexaminationofthefinancialstatementsofthecompany,thecompanyhasusedfundsraisedonshort-termbasis,inthe
form of borrowings from Holding Company repayable on demand aggregating to INR 21.85 million for long term purposes.
iii) Good Host Spaces (Jagdishpur) Private Limited
Clause(ix)(d):Onanoverallexaminationofthefinancialstatementsofthecompany,thecompanyhasusedfundsraisedonshort-termbasis,inthe
form of borrowings from Holding Company repayable on demand aggregating to INR 251.21 million for long term purposes.
As at and for the year ended March 31, 2023:
There are no qualifications or adverse remarks by the respective auditors in the companies (Auditors Report) Order (CARO) reports of the
companies included in the restated consolidated summary statements.
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm's Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place of Signature : Mumbai Place of Signature : Mumbai
Date : September 26, 2025 Date : September 26, 2025
453Independent Practitioner’s Assurance Report on the Compilation of Unaudited
Proforma Financial Information included in the Draft Red Herring Prospectus (“DRHP”)
in connection with the proposed initial public offer of Elevate Campuses Limited
(formerly known as Good Host Spaces Limited)
To
The Board of Directors
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
902-906, Tower B, 9th Floor, Naman Midtown,
Lower Parel, Mumbai 400013
1. We have completed our assurance engagement to report on the compilation of
unaudited proforma financial information of Elevate Campuses Limited (formerly
known as Good Host Spaces Limited) (hereinafter referred to as the “Company”) by
the management of the Company. The unaudited proforma financial information
consists of the unaudited proforma balance sheets as at March 31, 2025, March 31,
2024 and March 31, 2023; the unaudited proforma statements of profit and loss for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and related
notes to the unaudited proforma financial information (the “Unaudited Proforma
Financial Information”). The applicable criteria on the basis of which the
management of the Company has compiled the Unaudited Proforma Financial
Information are described in note 2 to the Unaudited Proforma Financial Information
(the “Applicable Criteria”).
2. The Unaudited Proforma Financial Information has been compiled by the
management of the Company to illustrate the impact of the completed and proposed
acquisitions (referred to as “Target Enterprises”) as set out in note 1 to the
Unaudited Proforma Financial Information on the Company’s financial position as at
March 31, 2025, March 31, 2024 and March 31, 2023 and its financial performance
for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023
as if the acquisitions had been consummated on March 31, 2025, March 31, 2024
and March 31, 2023 respectively for the purpose of unaudited proforma balance
sheet as at March 31, 2025, March 31, 2024 and March 31, 2023; and on April 1,
2024, April 1, 2023 and April 1, 2022 respectively for the purpose of unaudited
proforma statement of profit and loss for the years ended March 31, 2025, March
31, 2024 and March 31, 2023.
3. As part of this process, information about the Company’s financial position and
financial performance has been extracted by the management of the Company from
the Restated Consolidated Summary Statements of the Company and its
subsidiaries for each of the years ended March 31, 2025, March 31, 2024 and March
31, 2023, on which we have issued an examination report dated September 26,
2025. The information about the financial position and the financial performance of
the Target Enterprises have been extracted by the management of the Company
from:
454Elevate Campuses Limited
Page 2 of 14
(i) the audited financial statements of Infraschool Services Chintamani Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and October 30,
2024 respectively and for the year ended March 31, 2023 on which MSKA &
Associates has expressed an unmodified audit opinion vide their report dated
September 29, 2023;
(ii) the audited financial statements of Infraschool Services Kadiri Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and October 30,
2024 respectively and for the year ended March 31, 2023 on which MSKA &
Associates has expressed an unmodified audit opinion vide their report dated
September 29, 2023;
(iii) the audited financial statements of Purelearn Eduinfra Kanakapura Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and October 30,
2024 respectively and for the year ended March 31, 2023 on which MSKA &
Associates has expressed an unmodified audit opinion vide their report dated
September 14, 2023;
(iv) the audited financial statements of Infraschool Services Gurgaon Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and December 6,
2024 respectively and for the year ended March 31, 2023 on which MSKA &
Associates has expressed an unmodified audit opinion vide their report dated
September 14, 2023;
(v) the audited financial statements of CUIB Eduinfra Bangalore Private Limited
for each of the years ended March 31, 2025 and March 31, 2024 on which
S.R. Batliboi & Associates LLP has expressed an unmodified audit opinion
vide their audit reports dated September 25, 2025 and December 6, 2024
respectively and for the year ended March 31, 2023 on which MSKA &
Associates has expressed an unmodified audit opinion vide their report dated
September 14, 2023;
(vi) the audited financial statements of Infraschool Services Korba Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and December
13, 2024 respectively and for the year ended March 31, 2023 on which
MSKA & Associates has expressed an unmodified audit opinion vide their
report dated September 29, 2023;
455Elevate Campuses Limited
Page 3 of 14
(vii) the audited financial statements of Infraschool Services Tumkur Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and December
13, 2024 respectively and for the year ended March 31, 2023 on which
MSKA & Associates has expressed an unmodified audit opinion vide their
report dated September 29, 2023;
(viii) the audited financial statements of Purelearn Eduinfra Hyderabad Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and December
23, 2024 respectively and for the year ended March 31, 2023 on which
MSKA & Associates has expressed an unmodified audit opinion vide their
report dated September 14, 2023;
(ix) the audited financial statements of Purelearn Eduinfra Bangalore Private
Limited for each of the years ended March 31, 2025 and March 31, 2024 on
which S.R. Batliboi & Associates LLP has expressed an unmodified audit
opinion vide their audit reports dated September 25, 2025 and December
24, 2024 respectively and for the year ended March 31, 2023 on which
MSKA & Associates has expressed an unmodified audit opinion vide their
report dated September 14, 2023;
(x) the audited financial statements of Purelearn Eduinfra Ramanagara SH
Private Limited for each of the years ended March 31, 2025 and March 31,
2024 on which S.R. Batliboi & Associates LLP has expressed an unmodified
audit opinion vide their audit reports dated September 25, 2025 and
December 24, 2024 respectively and for the year ended March 31, 2023 on
which MSKA & Associates has expressed an unmodified audit opinion vide
their report dated September 14, 2023;
(xi) the audited financial statements of Purelearn Eduinfra Bowenpally Private
Limited for the year ended March 31, 2025 on which S.R. Batliboi &
Associates LLP has expressed an unmodified audit opinion vide their audit
report dated September 25, 2025 and the audited consolidated financial
statements for the year ended March 31, 2024 on which S.R. Batliboi &
Associates LLP has expressed an unmodified audit opinion vide their audit
report dated December 24, 2024 and for the year ended March 31, 2023 on
which MSKA & Associates has expressed an unmodified audit opinion vide
their report dated September 14, 2023;
(xii) the audited financial statements of Purelearn Eduinfra Hisar Private Limited
(‘PEHPL’) for the year ended March 31, 2025 on which S.R. Batliboi &
Associates LLP has expressed an unmodified audit opinion vide their audit
report dated September 25, 2025; the audited special purpose Ind AS
financial statements of PEHPL for each of the years ended March 31, 2024
456Elevate Campuses Limited
Page 4 of 14
and March 31, 2023 on which N B T and Co has expressed an unmodified
audit opinion vide their audit report dated September 26, 2025 for each year;
(xiii) the audited financial statements of St. Michael's Educational Services
Private Limited (‘SMESPL’) for the year ended March 31, 2025 on which S.R.
Batliboi & Associates LLP has expressed an unmodified audit opinion vide
their audit report dated September 25, 2025; the audited special purpose
Ind AS financial statements of SMESPL for each of the years ended March
31, 2024 and March 31, 2023 on which Komandoor & Co LLP has expressed
an unmodified audit opinion vide their audit report dated September 24,
2025 for each year;
(xiv) the audited financial statements of Purelearn Eduinfra Chennai Private
Limited for the period April 8, 2024 to March 31, 2025 on which S.R. Batliboi
& Associates LLP has expressed an unmodified audit opinion vide their audit
report dated September 25, 2025;
(xv) the audited special purpose carve out Ind AS financial statements of the on-
campus hostels and accommodation managing business of Zolostays
Property Solutions Private Limited for each of the years ended March 31,
2025, March 31, 2024 and March 31, 2023 on which M N H & Associates has
expressed an unmodified audit opinion vide their audit report dated
September 3, 2025 for each year;
(xvi) the audited special purpose financial statements of Elevate UAE Assetco
Holdings Pte. Ltd. for the period August 23, 2024 to March 31, 2025 on
which OA Assurance PAC has expressed an unmodified audit opinion vide
their audit report dated August 22, 2025;
(xvii) the audited special purpose financial statements of Souk HIS Holdings Pte.
Ltd. for the period August 23, 2024 to March 31, 2025 on which OA
Assurance PAC has expressed an unmodified audit opinion vide their audit
report dated August 22, 2025;
(xviii) the audited special purpose financial statements of Souk NLCS Holdings Pte.
Ltd. for the period August 23, 2024 to March 31, 2025 on which OA
Assurance PAC has expressed an unmodified audit opinion vide their audit
report dated August 22, 2025; and
(xix) the audited special purpose financial statements of Souk HIS Holdings
Limited for the period March 20, 2025 to March 31, 2025 on which MCA
Auditors and Advisors LLP has expressed an unmodified audit opinion vide
their audit report dated September 25, 2025.
457Elevate Campuses Limited
Page 5 of 14
Management's Responsibility for the Unaudited Proforma Financial Information
4. The management of the Company is responsible for compiling the Unaudited
Proforma Financial Information in accordance with the Applicable Criteria given in
note 2 to the Unaudited Proforma Financial Information. This responsibility includes
the responsibility for designing, implementing and maintaining internal control
relevant for compiling the Unaudited Proforma Financial Information on the basis
set out in the Applicable Criteria, that is free from material misstatement, whether
due to fraud or error. The management of the Company is also responsible for
identifying and ensuring that the Company complies with the laws and regulations
applicable to its activities, including compliance with the provisions of the laws and
regulations for the compilation of Unaudited Proforma Financial Information.
Practitioner's Responsibilities
5. Our responsibility is to express an opinion, whether the Unaudited Proforma
Financial Information have been compiled, in all material respects, by the
management of the Company on the basis set out in note 2 of the Unaudited
Proforma Financial Information.
6. We conducted our engagement in accordance with Standard on Assurance
Engagements (SAE) 3420, Assurance Engagements to Report on the Compilation of
Proforma Financial Information included in a Prospectus, issued by the Institute of
Chartered Accountants of India (the “ICAI”). This Standard requires that we comply
with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether the management of the Company has compiled, in all
material respects, the Unaudited Proforma Financial Information on the basis set
out in Applicable Criteria.
7. For purposes of this engagement, we are not responsible for updating or reissuing
any reports or opinions on any historical financial information / Restated Summary
Statements used in compiling the Unaudited Proforma Financial Information, nor
have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the Unaudited Proforma Financial
Information.
8. For our assurance engagement, we have placed reliance on the following:
a) the Restated Consolidated Summary Statements of the Company and its
subsidiaries as at and for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023 and the relevant supporting information;
b) the audited financial statements / audited special purpose financial statements
/ audited special purpose carve out financial statements, as applicable, of
Target Enterprises for the years ended March 31, 2025, March 31, 2024, and
March 31, 2023.
458Elevate Campuses Limited
Page 6 of 14
9. The purpose of Unaudited Proforma Financial Information included in the DRHP is
solely to illustrate the impact of significant acquisitions of Target Enterprises, as
mentioned in paragraph 2 above, on unadjusted financial information of the
Company as if the acquisition had occurred at an earlier date selected for purposes
of the illustration. Accordingly, we do not provide any assurance that the actual
outcome of the acquisitions as at and for the years ended March 31, 2025, March
31, 2024 and March 31, 2023 would have been as presented.
10. A reasonable assurance engagement to report on whether the Unaudited Proforma
Financial Information has been compiled, in all material respects, on the basis of the
Applicable Criteria, involves performing procedures to assess whether the
Applicable Criteria used by the management of the Company in the compilation of
the Unaudited Proforma Financial Information provides a reasonable basis for
presenting the significant effects directly attributable to the event or transaction,
and to obtain sufficient appropriate evidence about whether:
a. The related proforma adjustments give appropriate effect to those Applicable
Criteria; and
b. The Unaudited Proforma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information of the Company.
The procedures selected depend on the practitioner’s judgement, having regard to
the practitioner’s understanding of the nature of the Company, the event or
transaction in respect of which the Unaudited Proforma Financial Information has
been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited
Proforma Financial Information.
11. Our work has not been carried out in accordance with auditing and other standards
and practices generally accepted in other jurisdictions and accordingly should not
be relied upon as if it had been carried out in accordance with those standards and
practices.
12. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Opinion
13. In our opinion, the Unaudited Proforma Financial Information has been compiled, in
all material respects, on the basis set out in the Note 2 to the Unaudited Proforma
Financial Information.
459Elevate Campuses Limited
Page 7 of 14
Emphasis of Matters
14. We draw attention to Note 2.2 to the Unaudited Proforma Financial Information,
which states that the Unaudited Proforma Financial Information for the years ended
March 31, 2025, March 31, 2024 and March 31, 2023 have been included as
additional information in the DRHP in accordance with Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “Regulations”), considering the acquisitions of the Target Enterprises
as significant and important for the purpose of the business and as advised by the
Book Running Lead Managers, although these Unaudited Proforma Financial
Information are not mandatorily required to be included as per the Regulations.
15. We draw attention to Note 7 to the Unaudited Proforma Financial Information, which
states that the Proforma Basic EPS and Proforma Diluted EPS is not quantifiable for
each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as
the number of shares to be issued under the IPO is currently not ascertainable in
absence of finalization of price at the current stage.
16. We draw reference to the matter of emphasis given by the respective auditors of
the Target Enterprises which is reproduced as below:
(i) By S.R. Batliboi & Associates LLP, in the audited financial statements of
Purelearn Eduinfra Hyderabad Private Limited for the year ended March 31,
2024 (refer note 6 of the Unaudited Proforma Financial Information):
“We draw attention to Note 36 of the Ind AS financial statements which
describes the impact of the adjustment related to the rectification of
incorrect accounting treatment of land lease which has led to a restatement
of the financial statements as at and for the year ended March 31, 2023 and
as at April 1, 2022. Our opinion is not modified in respect of this matter.”
(ii) By M N H & Associates, in the audited special purpose carve out Ind AS
financial statements of the on-campus hostels and accommodation managing
business of Zolostays Property Solutions Private Limited for the year ended
March 31, 2025:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial
Statements which describes the purpose and basis of accounting the Special
Purpose Carve Out Ind AS Financial Statements. The Special Purpose Carve
Out Financial Statements have been prepared by the Company for the
purpose of preparation of the Unaudited Proforma Financial Information of
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
(“ECL”) for the year ended March 31, 2025 for inclusion in the Draft Red
Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and
prospectus (collectively, the “Offer Documents”) to be filed by ECL with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR
Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of
460Elevate Campuses Limited
Page 8 of 14
India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of Rs. 1 each of
the ECL. As a result, the Special Purpose Carve Out Ind AS Financial
Statements may not be suitable for another purpose.
Our report is intended solely for your information and for use of ECL (the
“Issuer”) in connection with their preparation of Proforma Financial
Information and for reliance, reference and use of S R B C & CO LLP, in
connection with their Report on the Compilation of Unaudited Proforma
Financial Information included in the Offer Documents in connection with the
proposed initial public offer of the Issuer. Our report should not be used,
referred to, or distributed for any other purpose except with our prior
consent in writing.
Our opinion is not qualified with respect to the above matters.”
(iii) By M N H & Associates, in the audited special purpose carve out Ind AS
financial statements of the on-campus hostels and accommodation managing
business of Zolostays Property Solutions Private Limited for the year ended
March 31, 2024:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial
Statements which describes the purpose and basis of accounting the Special
Purpose Carve Out Ind AS Financial Statements. The Special Purpose Carve
Out Financial Statements have been prepared by the Company for the
purpose of preparation of the Unaudited Proforma Financial Information of
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
(“ECL”) for the year ended March 31, 2024 for inclusion in the Draft Red
Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and
prospectus (collectively, the “Offer Documents”) to be filed by ECL with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR
Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of
India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of Rs. 1 each of
the ECL. As a result, the Special Purpose Carve Out Ind AS Financial
Statements may not be suitable for another purpose.
Our report is intended solely for your information and for use of ECL (the
“Issuer”) in connection with their preparation of Proforma Financial
Information and for reliance, reference and use of S R B C & CO LLP, in
connection with their Report on the Compilation of Unaudited Proforma
Financial Information included in the Offer Documents in connection with the
proposed initial public offer of the Issuer. Our report should not be used,
referred to, or distributed for any other purpose except with our prior
consent in writing.
Our opinion is not qualified with respect to the above matters.”
461Elevate Campuses Limited
Page 9 of 14
(iv) By M N H & Associates, in the audited special purpose carve out Ind AS
financial statements of the on-campus hostels and accommodation managing
business of Zolostays Property Solutions Private Limited for the year ended
March 31, 2023:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial
Statements which describes the purpose and basis of accounting the Special
Purpose Carve Out Ind AS Financial Statements. The Special Purpose Carve
Out Financial Statements have been prepared by the Company for the
purpose of preparation of the Unaudited Proforma Financial Information of
Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
(“ECL”) for the year ended March 31, 2023 for inclusion in the Draft Red
Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and
prospectus (collectively, the “Offer Documents”) to be filed by ECL with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR
Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of
India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of Rs. 1 each of
the ECL. As a result, the Special Purpose Carve Out Ind AS Financial
Statements may not be suitable for another purpose.
Our report is intended solely for your information and for use of ECL (the
“Issuer”) in connection with their preparation of Proforma Financial
Information and for reliance, reference and use of S R B C & CO LLP, in
connection with their Report on the Compilation of Unaudited Proforma
Financial Information included in the Offer Documents in connection with the
proposed initial public offer of the Issuer. Our report should not be used,
referred to, or distributed for any other purpose except with our prior
consent in writing.
Our opinion is not qualified with respect to the above matters.”
(v) By OA Assurance PAC, in the audited special purpose financial statements
of Elevate UAE Assetco Holdings Pte. Ltd. for the period August 23, 2024 to
March 31, 2025:
“We draw attention to Note 2.1 to the financial statements, which describes
the basis of accounting. The financial statements have been prepared for the
financial period from 23 August 2024 (date of incorporation) to 31 March
2025, which is not the Company’s usual financial year end of 31 December,
in order to meet the requirements of the Company’s stakeholder. As a result,
the financial statements may not be suitable for another purpose. Our opinion
is not modified in respect of this matter.”
462Elevate Campuses Limited
Page 10 of 14
(vi) By OA Assurance PAC, in the audited special purpose financial statements
of Souk HIS Holdings Pte. Ltd. for the period August 23, 2024 to March 31,
2025:
“We draw attention to Note 2.1 to the financial statements, which describes
the basis of accounting. The financial statements have been prepared for the
financial period from 23 August 2024 (date of incorporation) to 31 March
2025, which is not the Company’s usual financial year end of 31 December,
in order to meet the requirements of the Company’s stakeholder. As a result,
the financial statements may not be suitable for another purpose. Our opinion
is not modified in respect of this matter.“
(vii) By OA Assurance PAC, in the audited special purpose financial statements
of Souk NLCS Holdings Pte. Ltd. for the period August 23, 2024 to March
31, 2025:
“We draw attention to Note 2.1 to the financial statements, which describes
the basis of accounting. The financial statements have been prepared for the
financial period from 23 August 2024 (date of incorporation) to 31 March
2025, which is not the Company’s usual financial year end of 31 December,
in order to meet the requirements of the Company’s stakeholder. As a result,
the financial statements may not be suitable for another purpose. Our opinion
is not modified in respect of this matter.“
(viii) By N B T and Co, in the audited special purpose Ind AS financial statements
of Purelearn Eduinfra Hisar Private Limited for the year ended March 31,
2024:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial
Statements 2024 which describes the purpose and basis of accounting the
Special Purpose Ind AS Financial Statements 2024. The Special Purpose
Financial Statements have been prepared by the Company for the purpose of
preparation of the Proforma Combined Financial Information of Elevate
Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for
inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring
Prospectus (“RHP”) and prospectus (collectively, the “Offer Documents”) to
be filed by ECL with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the
“SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection
with Proposed initial public offering (‘IPO") of equity shares of face value of
Rs. 1 each of the ECL. As a result, the Special Purpose Financial Statements
may not be suitable for another purpose, Company is proposed to be taken
over by the Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) as part of objects of the proposed IPO.
463Elevate Campuses Limited
Page 11 of 14
Our report is intended solely for the use of Company’s Board of Directors for
the purpose as specified above and should not be distributed to or used by
other parties. We shall not be liable to the Company or to any other concerned
for any claims, liabilities or expenses relating to this assignment.
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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
(ix) By N B T and Co, in the audited special purpose Ind AS financial statements
of Purelearn Eduinfra Hisar Private Limited for the year ended March 31,
2023:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial
Statements 2023 which describes the purpose and basis of accounting the
Special Purpose Ind AS Financial Statements 2023. The Special Purpose
Financial Statements have been prepared by the Company for the purpose of
preparation of the Proforma Combined Financial Information of Elevate
Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for
inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring
Prospectus (“RHP”) and prospectus (collectively, the “Offer Documents”) to
be filed by ECL with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the
“SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection
with Proposed initial public offering (‘IPO") of equity shares of face value of
Rs. 1 each of the ECL. As a result, the Special Purpose Financial Statements
may not be suitable for another purpose, Company is proposed to be taken
over by the Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) as part of objects of the proposed IPO.
Our report is intended solely for the use of Company’s Board of Directors for
the purpose as specified above and should not be distributed to or used by
other parties. We shall not be liable to the Company or to any other concerned
for any claims, liabilities or expenses relating to this assignment.
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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
(x) By Komandoor & Co LLP, in the audited special purpose Ind AS financial
statements of SMESPL for the year ended March 31, 2024:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial
Statements 2024 which describes the purpose and basis of accounting the
464Elevate Campuses Limited
Page 12 of 14
Special Purpose Ind AS Financial Statements 2024. The Special Purpose
Financial Statements have been prepared by the Company for the purpose of
preparation of the Proforma Combined Financial Information of Elevate
Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for
inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring
Prospectus (“RHP”) and prospectus (collectively, the “Offer Documents”) to
be filed by ECL with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the
“SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection
with Proposed initial public offering (‘IPO") of equity shares of face value of
Rs. 1 each of the ECL. As a result, the Special Purpose Financial Statements
may not be suitable for another purpose, Company is proposed to be taken
over by the Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) as part of objects of the proposed IPO.
Our report is intended solely for the use of Company’s Board of Directors for
the purpose as specified above and should not be distributed to or used by
other parties. We shall not be liable to the Company or to any other concerned
for any claims, liabilities or expenses relating to this assignment.
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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
(xi) By Komandoor & Co LLP, in the audited special purpose Ind AS financial
statements of SMESPL for the year ended March 31, 2023:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial
Statements 2023 which describes the purpose and basis of accounting the
Special Purpose Ind AS Financial Statements 2023. The Special Purpose
Financial Statements have been prepared by the Company for the purpose of
preparation of the Proforma Combined Financial Information of Elevate
Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for
inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring
Prospectus (“RHP”) and prospectus (collectively, the “Offer Documents”) to
be filed by ECL with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the
“SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection
with Proposed initial public offering (‘IPO") of equity shares of face value of
Rs. 1 each of the ECL. As a result, the Special Purpose Financial Statements
may not be suitable for another purpose, Company is proposed to be taken
over by the Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) as part of objects of the proposed IPO.
465Elevate Campuses Limited
Page 13 of 14
Our report is intended solely for the use of Company’s Board of Directors for
the purpose as specified above and should not be distributed to or used by
other parties. We shall not be liable to the Company or to any other concerned
for any claims, liabilities or expenses relating to this assignment.
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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
Restrictions on use
17. This report should not in any way be construed as a reissuance or re-auditing or re-
examination of any of the previous audit reports issued by us or other auditors. We
have no responsibility to update our report for events and circumstances occurring
after the date of the report.
18. Our report is intended solely for use of the Board of Directors of the Company for
inclusion in the DRHP, to be filed with the Securities and Exchange Board of India,
National Stock Exchange of India Limited and BSE Limited in connection with the
proposed initial public offering of the Company and is not to be used, referred to or
distributed for any other purpose.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Membership Number: 112773
UDIN: 25112773BMSBUH9146
Mumbai
September 26, 2025
466Elevate Campuses Limited
Page 14 of 14
Annexure 1 – List of Target Entities
Sl. No. Name of the Entity
1 Infraschool Services Chintamani Private Limited
2 Infraschool Services Kadiri Private Limited
3 Purelearn Eduinfra Kanakapura Private Limited
4 Infraschool Services Gurgaon Private Limited
5 CUIB Eduinfra Bangalore Private Limited
6 Infraschool Services Korba Private Limited
7 Infraschool Services Tumkur Private Limited
8 Purelearn Eduinfra Hyderabad Private Limited
9 Purelearn Eduinfra Bangalore Private Limited
10 Purelearn Eduinfra Ramanagara SH Private Limited
11 Purelearn Eduinfra Bowenpally Private Limited (Consolidated)
12 Purelearn Eduinfra Hisar Private Limited
13 St. Michael's Educational Services Private Limited
14 Purelearn Eduinfra Chennai Private Limited
15 Zolostays Property Solutions Private Limited (Carve out of on-campus hostels
and accommodation managing business)
16 Elevate UAE Assetco Holdings Pte. Ltd.
17 Souk HIS Holdings Pte. Ltd.
18 Souk NLCS Holdings Pte. Ltd.
19 Souk HIS Holdings Limited
467Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Balance sheet as at March 31, 2025
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Special Special
Balance Balance Balance Balance Balance Balance Balance Balance SFRS Special Special
Restated Consolidated Balance sheet Balance sheet Balance sheet IFRS Special SFRS SFRS Balance Purpose Ind Purpose Ind AS
Balance sheet sheet of sheet of sheet of sheet of Balance sheet sheet of sheet of sheet of sheet St. Balance Purpose Ind Purpose Ind
Summary Statement ofof Infraschool Balance sheet of Purelearn of Purelearn Balance Purpose Ind Balance Sheet of AS Balance Carve out Unaudited Proforma
of Infraschool Infraschool Purelearn CUIB Infraschool of Purelearn Purelearn Purelearn Purelearn Michael's Sheet of AS Balance AS Balance
Assets and Liabilities Services of Infraschool Eduinfra Eduinfra sheet of AS Balance Sheet of Elevate UAE Sheet of Balance sheet Intragroup Balance sheet of Elevate
Services Services Eduinfra Eduinfra Services Eduinfra Eduinfra Eduinfra Eduinfra Educational Souk HIS Sheet of Sheet of Souk Regroupings /
of Elevate Campuses Chintamani Services Korba Kanakapura Ramanagara Souk HIS Sheet of SoukSouk NLCS Assetco Elevate UAE ZoloStays Proforma Note Acquisition elimination Total Campuses Limited
Particulars Kadiri Private Tumkur Bangalore Bangalore Gurgaon Bowenpally Hyderabad Chennai Hisar Services Holdings Souk HIS NLCS Reclassifications
Limited (formerly Private Private Limited Private SH Private Holdings HIS Holdings Holdings Holdings Pte. Assetco Property Reference Adjustments adjustments Adjustments (formerly known as Good
Limited as at Private Private Private Private Private Limited Private Private Private Private Pte. Ltd. Holdings Holdings Pte. (Note 5)
known as Good Host Limited as at as at March 31, Limited as at Limited as at Limited as Limited as at Pte. Ltd. as Ltd. as at Holdings Pte. Solutions (Note 4) Host Spaces Limited) as
March 31, Limited as Limited as Limited as Limited as as at March 31, Limited as Limited as Limited as Limited as at as at Pte. Ltd. as Ltd. as at
Spaces Limited) as at March 31, 2025 March 31, March 31, at March March 31, at March March 31, Ltd. as at Private at March 31, 2025
2025 at March at March at March at March 2025 at March at March at March March 31, March 31, at March March 31,
March 31, 2025 2025 2025 2025 31, 2025 2025 31, 2025 2025 March 31, Limited as at
31, 2025 31, 2025 31, 2025 31, 2025 31, 2025 31, 2025 31, 2025 2025 2025 31, 2025 2025
2025 March 31, 2025
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR USD INR USD INR USD INR USD INR INR
P=Pa* V =
Q=Qa* R=Ra*
Closing S=Sa* Closing U= A+B+C+D+E+F+G+H+I
A B C D E F G H I J K L M N O P(a) Q(a) Closing R(a) Closing S(a) T (i) (ii) (iii)
exchnage exchnage rate (i)+(ii)+(iii) +J+K+L+M+N+O+P+
exchnage rate exchnage rate
rate Q+R+S+T+U
ASSETS
Non-Current Assets
Property, plant and equipments 85.95 - - - - - - - - - - - - - - - - - - - - - - 11.35 3.1(v) (4.35) - - (4.35) 92.95
Investment properties 9,898.83 143.85 102.85 75.43 139.91 2,051.94 1,080.59 554.57 342.80 442.57 2,773.14 - 1,868.66 286.80 599.68 - - - - - - - - - - - - - 20,361.60
Investment properties under development - - - - - - - - - - 88.36 - - - 0.35 - - - - - - - - - - - - - 88.71
Goodwill 178.62 - - - - - - - - - - - - - - - - - - - - - - - 3.1(v) 305.70 - - 305.70 484.32
Other intangible assets 2,455.72 - - - - - - - - - 1,277.84 - - - - - - - - - - - - - 3.1(v) 688.60 - - 688.60 4,422.16
Financial assets
Investments 1,200.00 - - - - - - - - - - 43.67 - - - 0.00 0.00 - - - - 0.00 0.00 - 3.2 B (i) (0.00) - (1,200.00) (1,200.00) 43.67
Loans 60.42 10.92 1.21 0.06 0.21 51.95 36.81 15.45 - - 53.69 - 80.73 - 942.02 - - - - - - - - - - - (1,029.36) (1,029.36) 224.11
Finance lease receivables 3,784.57 - - - - - - - - - - - - - - - - - - - - - - - - 1,311.46 - 1,311.46 5,096.03
Other financial assets 18.33 6.81 5.97 4.76 7.62 86.59 24.98 28.47 10.01 18.45 59.40 1,311.46 - - - - - - - - - - - - - (1,311.46) - (1,311.46) 271.39
Non-current tax assets (Net) 41.16 1.05 0.75 0.54 0.90 13.25 9.98 2.95 0.68 0.86 33.30 3.14 0.02 0.23 - - - - - - - - - - - - - - 108.81
Deferred tax assets (Net) 266.51 - - - - - - - - - - - - - - - - - - - - - - 4.37 - - - - 270.88
Other non-current assets 11.62 22.28 14.88 11.11 18.34 343.14 77.83 299.23 51.56 179.06 589.53 - 12.70 - 172.16 - - - - - - - - - - - - - 1,803.44
Total Non-current assets 18,001.73 184.91 125.66 91.90 166.98 2,546.87 1,230.19 900.67 405.05 640.94 4,875.26 1,358.27 1,962.11 287.03 1,714.21 - - - - - - - - 15.72 989.95 - (2,229.36) (1,239.41) 33,268.07
Current Assets
Inventories 9.96 - - - - - - - - - - - - - - - - - - - - - - - - - - - 9.96
Financial assets
Investments 722.75 - - - - - - - - - - - - - - - - - - - - - - - - - - - 722.75
Trade receivables 23.71 9.62 3.83 8.31 8.11 32.82 18.97 10.26 - 0.06 0.50 6.01 - 2.47 11.36 - - - - - - - - 55.78 - - - - 191.81
Cash and cash equivalents 3,067.30 3.10 2.45 1.56 2.48 1.95 0.47 2.29 0.78 8.90 2.81 23.53 157.56 0.09 86.17 - - - - - - - - 0.30 3.3 (iii) 9,618.74 - - 9,618.74 12,980.48
Other bank balances 234.44 - - - - - - - - - - - - - - - - - - - - - - - - - - - 234.44
Loans 17.00 - - - - - - - - - - 0.72 - - - - - - - - - - - - - - (0.72) (0.72) 17.00
Finance lease receivables 3.10 - - - - - - - - - - - - - - - - - - - - - - - - - - - 3.10
Other financial assets 1,100.51 0.27 0.27 0.02 0.21 0.66 0.14 - 0.00 0.14 - 0.12 - - 2.65 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 3.2 B (i) (0.00) - (1.50) (1.50) 1,103.49
Other current assets 44.00 3.62 2.77 1.88 2.97 23.22 14.18 9.18 6.54 6.43 37.45 11.80 3.81 0.13 15.21 - - 0.00 0.27 - - - - 2.02 - - - - 185.48
Total current assets 5,222.77 16.61 9.32 11.77 13.77 58.65 33.76 21.73 7.32 15.53 40.76 42.18 161.37 2.69 115.39 0.00 0.00 0.00 0.27 0.00 0.00 0.00 0.00 58.10 9,618.74 - (2.22) 9,616.52 15,448.51
Asset Held for Sale 987.27 - - - - - - - - - - - - - - - - - - - - - - - - - - - 987.27
Total assets 24,211.77 201.52 134.98 103.67 180.75 2,605.52 1,263.95 922.40 412.37 656.47 4,916.02 1,400.45 2,123.48 289.71 1,829.60 - - - 0.27 - - - - 73.82 10,608.69 - (2,231.58) 8,377.11 49,703.85
EQUITY AND LIABILITIES
Equity
Equity share capital 22.11 3.40 2.90 2.28 3.67 177.50 49.20 73.40 26.60 37.27 0.00 67.23 0.00 0.00 2.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 3.3 (i)(a) 10,621.38 - 10,621.38 11,088.94
Other equity 7,004.98 81.66 50.34 28.70 68.75 382.70 429.84 170.33 83.20 182.22 1,260.17 500.69 773.07 168.74 558.10 (0.09) (7.34) (0.08) (7.27) (0.09) (7.34) (0.09) (7.34) 11.47 3.3 (i)(b) (8,626.53) - (776.53) (9,403.06) 2,322.61
Attributable to equity holders of company 7,027.09 85.06 53.24 30.98 72.42 560.20 479.04 243.73 109.80 219.49 1,260.17 567.92 773.07 168.74 560.10 (0.09) (7.34) (0.08) (7.27) (0.09) (7.34) (0.09) (7.34) 11.47 1,994.85 - (776.53) 1,218.32 13,411.55
Non Controlling Interest - - - - - - - - - - - - - - - - - - - - - - 3.2 A (iii) ( c) 0.40 - - 0.40 0.40
Total equity 7,027.09 85.06 53.24 30.98 72.42 560.20 479.04 243.73 109.80 219.49 1,260.17 567.92 773.07 168.74 560.10 (0.09) (7.34) (0.08) (7.27) (0.09) (7.34) (0.09) (7.34) 11.47 1,995.25 - (776.53) 1,218.72 13,411.95
LIABILITIES
Non-Current Liabilities
Financial Liabilities
Borrowings 11,837.29 92.97 63.45 59.30 82.82 1,822.90 700.92 598.61 266.39 242.08 2,925.96 308.96 1,324.45 119.75 1,166.08 - - - - - - - - - 3.3 (ii) 8,513.30 - (1,452.33) 7,060.97 28,672.90
Lease liabilities 6.06 - - - - - - - - - - 201.72 - - - - - - - - - - - - - - - - 207.78
Other financial liabilities 320.82 3.86 2.82 2.08 3.52 17.71 7.27 5.87 3.49 63.13 100.57 8.95 - - 5.34 - - - - - - - - - 3.1 (iii) 100.14 - - 100.14 645.57
Provisions 3.43 - - - - - - - - - - - - - - - - - - - - - - 11.71 - - - - 15.14
Deferred tax liabilities (Net) 890.76 3.16 0.83 - 4.16 103.17 27.91 36.41 14.52 54.65 454.49 182.06 - - 52.82 - - - - - - - - - - - - - 1,824.94
Other non-current liabilities - 2.42 1.75 1.29 2.18 49.65 33.45 20.42 5.07 28.49 106.04 29.82 - - 15.13 - - - - - - - - - - - - - 295.71
Total non- current liabilities 13,058.36 102.41 68.85 62.67 92.68 1,993.43 769.55 661.31 289.47 388.35 3,587.06 731.51 1,324.45 119.75 1,239.37 - - - - - - - - 11.71 8,613.44 - (1,452.33) 7,161.11 31,662.04
Current Liabilities
Financial liabilities
Borrowings 228.67 11.97 10.69 8.41 13.60 40.43 11.66 13.25 10.39 39.50 39.29 95.19 - - 18.75 - - - - - - - - - - - - - 541.80
Lease liabilities 5.53 - - - - - - - - - - - - - - - - - - - - - - - - - - - 5.53
Trade payables - -
Total outstanding dues of micro and small
6.51 - - - - - - - - - - - - - - - - - - - - - - - - - - - 6.51
enterprises
Total outstanding dues of creditors other
277.71 - - - - - - - - - 4.16 - - - - - - - - - - - - 1.60 - 14.07 - 14.07 297.54
than micro and small enterprises
Other financial liabilities 2,489.07 1.35 1.74 1.19 1.40 2.16 1.06 1.18 1.94 0.96 12.77 2.53 6.07 1.08 4.89 0.09 7.34 0.08 7.54 0.09 7.34 0.09 7.34 22.08 3.2 B (i) (0.00) (14.07) (2.72) (16.79) 2,564.23
Other current liabilities 997.27 0.73 0.46 0.42 0.65 9.30 2.64 2.93 0.77 8.17 12.57 3.30 19.89 0.14 1.83 - - - - - - - - 1.69 - - - - 1,062.76
Provisions 3.70 - - - - - - - - - - - - - - - - - - - - - - 0.54 - - - - 4.24
Current tax liabilities (Net) - - - - - - - - - - - - - - 4.66 - - - - - - - - 24.73 - - - - 29.39
Total current liabilities 4,008.46 14.05 12.89 10.02 15.65 51.89 15.36 17.36 13.10 48.63 68.79 101.02 25.96 1.22 30.13 0.09 7.34 0.08 7.54 0.09 7.34 0.09 7.34 50.64 - - (2.72) (2.72) 4,512.00
Liabilities directly associated with assets held 117.86 - - - - - - - - - - - - - - - - - - - - - - - - - - - 117.86
for sale
Total equity and liabilities 24,211.77 201.52 134.98 103.67 180.75 2,605.52 1,263.95 922.40 412.37 656.47 4,916.02 1,400.45 2,123.48 289.71 1,829.60 - - - 0.27 - - - - 73.82 10,608.69 - (2,231.58) 8,377.11 49,703.85
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
468
Place: Mumbai Place: Mumbai
Date : September 26, 2025 Date : September 26, 2025Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Statement of Profit and loss for the year ended March 31, 2025
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Statement Statement Statement Statement Statement Statement Statement Special Special Special
Restated Statement of Statement of Special SFRS
of Profit and Statement of of Profit Statement of of Profit of Profit of Profit of Profit of Profit and purpose Ind Special SFRS Purpose Ind Purpose Ind AS
Consolidated Profit and Statement of Profit and SFRS IFRS Purpose Ind Statement of
Loss of Profit and Statement of Statement of and Loss ofProfit and Lossand Loss ofand Loss of and Loss ofand Loss of Loss of AS Purpose Ind Statement of AS Statement Carve out Unaudited Proforma
Summary Loss of Profit and Loss Loss St. Statement of Statement of AS Statement Profit and
Infraschool Loss of Profit and Loss Profit and Loss Purelearn of Purelearn Purelearn CUIB Purelearn Purelearn Purelearn Statement of AS Statement Profit and of Profit and Statement of Statement of Profit
Statement of Profit Infraschool of Purelearn Michael's Profit and Loss Profit and of Profit and Loss of
Services Infraschool of Infraschool of Infraschool Eduinfra Eduinfra Eduinfra Eduinfra Eduinfra Eduinfra Eduinfra Profit and of Profit and Loss of Souk Loss of Profit and Loss Intragroup and Loss of Elevate
and Loss of Elevate Services Eduinfra Educational of Souk HIS Loss of Souk Loss of Souk Elevate UAE Proforma Regroupings /
Particulars Campuses Limited Chintamani Services Services Korba Services Kanakapur Ramanagara Bangalore Bangalore Gurgaon Bowenpally Hyderabad Chennai Hisar Services Holdings Pte. Loss of Souk HIS Holdings Loss of Souk NLCS NLCS Assetco Elevate UAE of ZoloStays Note Acquisition Reclassifications elimination Total Campuses Limited
Private Kadiri Private Private Tumkur Private a Private SH Private Private Private Private Private Private HIS HIS Holdings Holdings Pte. Assetco Property Adjustments Adjustments Adjustments (formerly known as
(formerly known as Private Private Limited Private Ltd. for the Limited for Holdings Pte. Holdings Pte. Reference (Note 5)
Limited for Limited for Limited for the Limited for the Limited forLimited for theLimited forLimited for Limited forLimited for Limited for Holdings Pte. Limited for Ltd. For the Holdings Pte. Solutions (Note 4) Good Host Spaces
Good Host Spaces Limited for for the year Limited for year ended the year Ltd. for the Ltd. for the
the year the year ended year ended year ended the year year ended the year the year the year the year the year Ltd. for the the year year ended Ltd. for the Private Limited Limited) for the year
Limited) for the the year ended March the year March 31, ended March year ended year ended
ended March 31, March 31, 2025March 31, 2025 ended March 31, ended ended ended ended ended year ended ended March March 31, year ended for the year ended March 31, 2025
year ended March ended March 31, 2025 ended March 2025 31, 2025 March 31, March 31,
March 31, 2025 March 31, 2025 March 31, March 31, March 31, March 31, March 31, March 31, 31, 2025 2025 March 31, ended March
31, 2025 31, 2025 31, 2025 2025 2025
2025 2025 2025 2025 2025 2025 2025 2025 2025 31, 2025
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR USD INR USD INR USD INR AED INR INR
P=Pa* V =
Q=Qa* R=Ra* S=Sa*
Average U= A+B+C+D+E+F+G+
A B C D E F G H I J K L M N O P(a) Q(a) Average R(a) Average S(a) Average T (i) (ii) (iii)
exchange (i)+(ii)+(iii) H+I+J+K+L+M+N+
exchange rate exchange rate exchange rate
rate O+P+Q+R+S+T+U
Income
Revenue from operations 3,698.11 25.59 18.95 14.25 23.56 330.06 112.34 88.55 56.93 92.49 427.28 161.97 - 2.28 212.42 - - - - - - - - 326.76 - - - - 5,591.55
Other income 243.16 1.33 0.78 1.87 0.82 13.29 10.15 36.91 0.64 1.52 8.21 4.48 0.15 0.00 5.15 - - - - - - - - - - - (5.83) (5.83) 322.63
Total income 3,941.27 26.92 19.73 16.12 24.38 343.35 122.49 125.46 57.57 94.01 435.49 166.45 0.15 2.28 217.57 - - - - - - - - 326.76 - - (5.83) (5.83) 5,914.18
Expenses
Employee benefits expense 263.23 - - - - 1.46 - - - - - - - - - - - - - - - - - 129.79 - - - - 394.48
Finance costs 1,255.42 12.26 8.70 7.56 11.52 180.16 57.36 60.10 31.44 40.92 223.34 78.31 1.93 11.79 23.50 - - - - - - - - - 3.2 A (v) (148.66) - (6.68) (155.34) 1,848.96
Depreciation and amortisation expenses 512.35 5.04 4.30 3.68 4.46 37.48 13.38 10.35 3.85 14.29 129.36 - 0.18 - 12.46 - - - - - - - - 5.31 3.1 (vi) 101.83 - - 101.83 858.31
Other expenses 978.15 4.41 3.97 3.76 4.27 25.88 6.74 6.79 4.24 5.79 37.07 8.28 2.34 1.66 10.76 0.09 7.30 0.08 7.23 0.09 7.30 0.09 7.30 100.50 3.3 (iv) 41.50 - 61.15 102.65 1,336.40
Total expenses 3,009.15 21.71 16.97 15.00 20.25 244.98 77.48 77.24 39.53 61.00 389.77 86.59 4.45 13.45 46.72 0.09 7.30 0.08 7.23 0.09 7.30 0.09 7.30 235.60 (5.33) - 54.47 49.14 4,438.15
Profit/( loss) before exceptional items and tax 932.12 5.21 2.76 1.12 4.13 98.37 45.01 48.22 18.04 33.01 45.72 79.86 (4.30) (11.17) 170.85 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 91.16 - 5.33 - (60.30) (54.97) 1,476.03
Exceptional items 106.73 - - - - - - - - - - - - - - - - - - - - - - - - - - - 106.73
Profit/( loss) before tax 825.39 5.21 2.76 1.12 4.13 98.37 45.01 48.22 18.04 33.01 45.72 79.86 (4.30) (11.17) 170.85 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 91.16 5.33 - (60.30) (54.97) 1,369.30
Tax expenses
Current tax 2.33 - - - - - - - - - - - - - 20.71 - - - - - - - - 24.73 - - - - 47.77
Deferred tax 254.28 2.59 0.83 - 1.66 30.02 14.40 14.26 5.38 9.94 (5.98) 22.05 - - 28.37 - - - - - - - - (1.96) - - - - 375.84
Deferred tax pertaining to earlier years 42.27 - - - - - - - - - - - - - - - - - - - - - - - - - - - 42.27
Total tax expense 298.88 2.59 0.83 - 1.66 30.02 14.40 14.26 5.38 9.94 (5.98) 22.05 - - 49.08 - - - - - - - - 22.77 - - - - 465.88
Profit/( loss) for the year (A) 526.51 2.62 1.93 1.12 2.47 68.35 30.61 33.96 12.66 23.07 51.70 57.81 (4.30) (11.17) 121.77 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 68.39 5.33 - (60.30) (54.97) 903.42
Other comprehensive income
Items that will not be reclassified subsequently to profit
and loss
Remeasurements gain / (loss) on defined benefit plans 0.10 - - - - - - - - - - - - - - - - - - - - - - - - - - - 0.10
Tax on Remeasurements gain / (loss) on defined benefit (0.02) - - - - - - - - - - - - - - - - - - - - - - - - - - - (0.02)
plans
Total other comprehensive income / (loss) for the year
0.08 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0.08
(net of tax) (B)
Total comprehensive income for the year (A + B) 526.59 2.62 1.93 1.12 2.47 68.35 30.61 33.96 12.66 23.07 51.70 57.81 (4.30) (11.17) 121.77 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 68.39 5.33 - (60.30) (54.97) 903.50
Profit / (loss) for the year
Attributable to:-
(a) Equity holders of company 526.51 2.62 1.93 1.12 2.47 68.35 30.61 33.96 12.66 23.07 51.70 57.81 (4.30) (11.17) 121.77 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 68.39 5.33 - (60.30) (54.97) 903.42
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Total other comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 0.08 - - - - - - - - - - - - - - - - - - - - - - - - - - - 0.08
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Total comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 526.59 2.62 1.93 1.12 2.47 68.35 30.61 33.96 12.66 23.07 51.70 57.81 (4.30) (11.17) 121.77 (0.09) (7.30) (0.08) (7.23) (0.09) (7.30) (0.09) (7.30) 68.39 5.33 - (60.30) (54.97) 903.50
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Earnings per equity share
[Equity shares of face value of INR 1 each]
Attributable to Equity holders of company
(a) Basic 23.81 7 Not quantifiable
(b) Diluted 23.81 7 Not quantifiable
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place: Mumbai Place : Mumbai
Date : September 26, 2025 Date : September 26, 2025
469Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Balance sheet as at March 31, 2024
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Restated
Consolidated Balance sheet Balance sheet Balance sheet Balance sheet Special Purpose Special
Balance sheet Balance sheet Balance sheet Consolidated Balance sheet of Special Purpose
Summary Statement Balance sheet Balance sheet of Infraschool of Purelearn of Purelearn of Infraschool Ind AS Balance Purpose Ind AS Unaudited Proforma
of Infraschool of Purelearn of CUIB Balance sheet of Purelearn Ind AS Carve out
of Assets and of Infraschool of Infraschool Services Eduinfra Eduinfra Services sheet of Balance sheet Intragroup Balance sheet of Elevate
Services Eduinfra Eduinfra Purelearn Eduinfra Balance sheet of Regroupings /
Liabilities of Elevate Services Kadiri Services Korba Tumkur Ramanagara Bangalore Gurgaon Purelearn St. Michael's Proforma Note Acquisition elimination Total Campuses Limited
Particulars Chintamani Kanakapura Bangalore Eduinfra Hyderabad ZoloStays Property Reclassifications
Campuses Limited Private Limited Private Limited Private SH Private Private Private Eduinfra Hisar Educational Reference Adjustments Adjustments Adjustments (formerly known as Good
Private Limited Private Limited Private Limited Bowenpally Private Limited Solutions Private (Note 5)
(formerly known as as at March 31, as at March 31, Limited as at Limited as at Limited as at Limited as at Private Limited Services Private (Note 4) Host Spaces Limited) as
as at March 31, as at March 31, as at March 31, Private Limited as as at March 31, Limited as at
Good Host Spaces 2024 2024 March 31, March 31, March 31, March 31, as at March 31, Limited as at at March 31, 2024
2024 2024 2024 at March 31, 2024 2024 March 31, 2024
Limited) as at March 2024 2024 2024 2024 2024 March 31, 2024
31, 2024
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Q=
P=
A B C D E F G H I J K L M N O (i) (ii) (iii) A+B+C+D+E+F+G+H+I+
(i)+(ii)+(iii)
J+K+L+M+N +O+P
ASSETS
Non-Current Assets
Property, plant and equipments 139.27 - - - - - - - - - - - - - 13.84 3.1(v) (11.34) - - (11.34) 141.77
Investment properties 10,318.82 148.88 107.14 79.11 144.37 2,089.42 536.73 564.91 346.64 456.86 537.79 - 286.80 558.81 - - - - - 16,176.28
Investment properties under development - - - - - - - - - - 102.05 - - - - - - - - 102.05
Goodwill 203.82 - - - - - - - - - - - - - - 3.1(v) 482.99 - - 482.99 686.81
Other intangible assets 2,698.17 - - - - - - - - - 1,390.99 - - - - 3.1(v) 509.15 - - 509.15 4,598.31
Financial assets
Investments - - - - - - - - - - - 43.67 - - - - - - - 43.67
Finance lease receivables 4,715.63 - - - - - - - - - - - - - - - 1,498.45 - 1,498.45 6,214.08
Other financial assets 41.83 30.60 21.39 16.22 26.60 361.18 77.69 90.39 48.99 186.56 647.58 1,306.53 - - - - (2,577.14) - (2,577.14) 278.42
Non-current tax assets (Net) 4.67 0.81 0.59 0.45 0.76 0.75 0.23 5.10 0.60 1.66 28.84 2.99 0.00 5.73 - - - - - 53.18
Deferred tax assets (Net) 291.57 - - - - - - - - - - - - - 2.41 - - - - 293.98
Other non-current assets 36.07 - - - - 23.32 65.06 229.53 - - 14.20 - - 119.03 - - 1,078.69 - 1,078.69 1,565.90
Total Non-current assets 18,449.85 180.29 129.12 95.78 171.73 2,474.67 679.71 889.93 396.23 645.08 2,721.45 1,353.19 286.80 683.57 16.25 980.80 - - 980.80 30,154.45
Current Assets
Inventories 17.98 - - - - - - - - - - - - - - - - - - 17.98
Financial assets
Investments 288.14 - - - - - - - - - - - - - - 3.1 (iii) (127.26) - - (127.26) 160.88
Trade receivables 19.74 15.19 10.00 5.35 14.32 58.64 6.66 26.25 - 0.06 - - - - 41.46 - - - - 197.67
Cash and cash equivalents 774.02 1.99 0.10 0.09 0.06 0.17 0.02 2.50 1.20 7.47 114.59 25.47 0.28 33.79 0.46 3.3 (iii) 1,035.98 - - 1,035.98 1,998.19
Other bank balances 867.63 - - - - - - - - - - - - - - - - - - 867.63
Finance lease receivables 3.11 - - - - - - - - - - - - - - - - - - 3.11
Other financial assets 575.79 5.46 0.46 0.45 0.47 - - - 2.12 - - 0.07 - 0.28 - - (2.12) (4.97) (7.09) 578.01
Other current assets 51.11 0.26 0.18 0.21 0.24 6.00 1.72 2.26 0.90 1.66 9.36 5.45 0.33 9.29 2.05 - 2.12 - 2.12 93.14
Total current assets 2,597.52 22.90 10.74 6.10 15.09 64.81 8.40 31.01 4.22 9.19 123.95 30.99 0.61 43.36 43.97 908.72 - (4.97) 903.75 3,916.61
Total assets 21,047.37 203.19 139.86 101.88 186.82 2,539.48 688.11 920.94 400.45 654.27 2,845.40 1,384.18 287.41 726.93 60.22 1,889.52 - (4.97) 1,884.55 34,071.06
EQUITY AND LIABILITIES
Equity
Equity share capital 22.12 3.40 2.90 2.28 3.67 177.50 49.20 73.40 26.60 37.27 0.00 67.23 0.00 2.00 - 3.3 (i)(a) 10,621.38 - - 10,621.38 11,088.95
Other equity 6,535.58 79.03 48.41 27.57 66.28 334.36 68.85 136.36 70.53 159.14 366.31 442.88 179.90 477.48 20.62 3.3 (i)(b) (7,611.80) - - (7,611.80) 1,401.50
Attributable to equity holders of company 6,557.70 82.43 51.31 29.85 69.95 511.86 118.05 209.76 97.13 196.41 366.31 510.11 179.90 479.48 20.62 3,009.58 - - 3,009.58 12,490.45
Non Controlling Interest - - - - - - - - - - - - - - - 3.2 A (iii) ( c) 0.40 - - 0.40 0.40
Total equity 6,557.70 82.43 51.31 29.85 69.95 511.86 118.05 209.76 97.13 196.41 366.31 510.11 179.90 479.48 20.62 3,009.98 - - 3,009.98 12,490.85
LIABILITIES
Non-Current Liabilities
Financial Liabilities
Borrowings 8,852.01 100.96 71.68 56.26 92.82 1,826.03 516.35 606.23 273.28 277.66 1,557.98 370.04 106.83 197.31 - 3.3 (ii) (1,220.60) - - (1,220.60) 13,684.84
Lease liabilities 64.80 - - - - - - - - - 190.19 196.96 - - - - - - - 451.95
Other financial liabilities 2,000.99 4.00 2.92 2.24 3.62 15.87 4.06 5.26 3.19 56.46 93.77 7.92 - 4.78 - 3.1 (iii) 100.14 - - 100.14 2,305.22
Provisions 2.78 - - - - - - - - - - - - - 6.77 - - - - 9.55
Deferred tax liabilities (Net) 619.25 0.58 - - 2.50 73.15 13.50 22.14 9.14 44.71 460.47 160.00 - 24.45 - - - - - 1,429.89
Other non-current liabilities 101.29 2.86 2.07 1.52 2.58 53.47 17.21 21.88 5.56 34.23 119.25 32.05 - 16.37 - - - - - 410.34
Total non- current liablities 11,641.12 108.40 76.67 60.02 101.52 1,968.52 551.12 655.51 291.17 413.06 2,421.66 766.97 106.83 242.91 6.77 (1,120.46) - - (1,120.46) 18,291.79
Current Liabilities
Financial liabilities
Borrowings 995.10 10.25 9.12 7.18 11.60 33.16 9.91 11.27 9.41 35.85 38.40 95.38 - - - - - - - 1,266.63
Lease liabilities 5.54 - - - - - - - - - - - - - - - - - - 5.54
Trade payables -
Total outstanding dues of micro and small
3.55 - - - - - - - - - - - - - - - - - - 3.55
enterprises
Total outstanding dues of creditors other than
606.81 - - - - - - - - - - - - - - - 10.08 - 10.08 616.89
micro and small enterprises
Other financial liabilities 251.94 1.29 2.14 4.34 3.01 16.70 6.41 41.41 1.94 0.86 2.56 1.66 0.62 0.70 1.66 - (10.08) (4.97) (15.05) 322.19
Other current liabilities 979.59 0.82 0.62 0.49 0.74 9.24 2.62 2.99 0.80 8.09 16.47 10.06 0.06 3.84 7.53 - - - - 1,043.96
Provisions 2.66 - - - - - - - - - - - - - 0.64 - - - - 3.30
Current tax liabilities (Net) 3.36 - - - - - - - - - - - - - 23.00 - - - - 26.36
Total current liabilities 2,848.55 12.36 11.88 12.01 15.35 59.10 18.94 55.67 12.15 44.80 57.43 107.10 0.68 4.54 32.83 - - (4.97) (4.97) 3,288.42
Total equity and liabilities 21,047.37 203.19 139.86 101.88 186.82 2,539.48 688.11 920.94 400.45 654.27 2,845.40 1,384.18 287.41 726.93 60.22 1,889.52 - (4.97) 1,884.55 34,071.06
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
Place : Mumbai Place : Mumbai 470
Date : September 26, 2025 Date : September 26, 2025Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Statement of Profit and loss for the year ended March 31, 2024
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Restated
Consolidated Special
Statement Statement Statement Statement Statement Consolidated Statement Special
Summary Statement of Statement of Statement of Statement of Special Purpose Ind
of profit of Profit of Profit of Profit of Profit Statement of of Profit Purpose Ind
Statement of Profit Profit and Profit and Profit and Profit and Purpose Ind AS AS Carve out
and Loss of and Loss of and Loss of and Loss ofand Loss of Profit and and Loss of AS Statement Unaudited Proforma
and Loss of Loss of Loss Loss of Loss of Statement of Statement of
Infraschool Infraschool Purelearn Purelearn CUIB Loss of Purelearn of Profit and Statement of Profit
Elevate Campuses Infraschool Infraschool Purelearn Infraschool Profit and LossProfit and Loss
Services Services Eduinfra Eduinfra Eduinfra Purelearn Eduinfra Loss of Intragroup and Loss of Elevate
Limited (Formerly Services Services Eduinfra Services of St. Michael's of ZoloStays Regroupings /
Chintamani Tumkur Kanakapur Bangalore Bangalore Eduinfra Hyderabad Purelearn Proforma Note Acquisition elimination Total Campuses Limited
Particulars known as Good Kadiri Korba Ramanagara Gurgaon Educational Property Reclassifications
Private Private a Private Private Private Bowenpally Private Eduinfra Reference Adjustments adjustments Adjustments (formerly known as
Host Spaces Private Private SH Private Private Services Solutions (Note 5)
Limited for Limited for Limited for Limited forLimited for Private Limited for Hisar Private (Note 4) Good Host Spaces
Limited (Formerly Limited for Limited for Limited for Limited for Private Limited Private
the year the year the year the year the year Limited for the year Limited for Limited) for the year
known as Good the year the year the year the year for the year Limited for
ended ended ended ended ended the year ended ended the year ended ended March 31, 2024
Host Spaces ended Marchended March ended March ended March ended March the year ended
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
Private Limited)) 31, 2024 31, 2024 31, 2024 31, 2024 31, 2024 March 31,
2024 2024 2024 2024 2024 2024 2024 2024
for the year ended 2024
March 31, 2024
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Q =
P= A+B+C+D+E+F+G+H
A B C D E F G H I J K L M N O (i) (ii) (iii)
(i)+(ii)+(iii) +I+J+K+L+M+N
+O+P
Income
Revenue from operations 3,470.01 30.04 19.58 14.59 24.03 329.18 83.67 88.01 56.94 91.72 385.76 161.06 - 171.30 286.34 - - - - 5,212.23
Other income 156.07 1.89 1.39 1.05 2.00 8.29 11.09 35.13 0.62 1.10 7.90 3.65 0.09 0.91 0.30 - - - - 231.47
Total income 3,626.08 31.93 20.97 15.64 26.03 337.47 94.76 123.14 57.56 92.82 393.66 164.71 0.09 172.21 286.64 - - - - 5,443.70
Expenses
Employee benefits expense 279.87 - - - - 2.01 - - - - - - - 2.14 106.97 - - - - 390.99
Finance costs 1,092.34 17.89 8.26 7.75 12.62 213.64 59.03 73.95 31.41 50.76 235.86 87.93 33.46 20.07 - 3.2 A (v) (242.03) 168.54 - (73.49) 1,871.47
Depreciation and amortisation expenses 487.62 4.05 4.53 3.81 4.62 34.67 10.24 10.41 3.87 14.99 121.16 - 0.00 17.67 3.41 3.1 (vi) 54.74 - - 54.74 775.80
Other expenses 1,044.26 3.42 3.32 4.59 3.26 70.63 22.16 24.32 5.57 4.22 133.21 11.29 1.22 80.94 89.63 3.3 (iv) 41.50 (168.54) - (127.04) 1,375.02
Total expenses 2,904.09 25.36 16.11 16.15 20.50 320.95 91.43 108.68 40.85 69.97 490.23 99.22 34.68 120.82 200.01 (145.79) - - (145.79) 4,413.28
Profit/( loss) before exceptional items and tax 721.99 6.57 4.86 (0.51) 5.53 16.52 3.33 14.46 16.71 22.85 (96.57) 65.49 (34.59) 51.39 86.63 145.79 - - 145.79 1,030.42
Exceptional items 100.66 - - - - - - - - - - - - - - - - - - 100.66
Profit/( loss) before tax 621.33 6.57 4.86 (0.51) 5.53 16.52 3.33 14.46 16.71 22.85 (96.57) 65.49 (34.59) 51.39 86.63 145.79 - - 145.79 929.76
Tax expenses
Current tax 39.23 - - - - - - - - - - - - - 23.00 - - - - 62.23
Current tax pertaining to earlier years 3.18 - - - - - - - - - - - - - - - - - - 3.18
Deferred tax 190.40 0.58 - - 2.50 6.02 1.14 4.15 6.66 28.17 409.19 18.74 (7.13) 17.41 (1.14) - - - - 676.68
Deferred tax pertaining to earlier years (8.37) - - - - - - - - - - - 0.00 - - - - - - (8.37)
Total tax expense 224.44 0.58 - - 2.50 6.02 1.14 4.15 6.66 28.17 409.19 18.74 (7.13) 17.41 21.86 - - - - 733.72
Profit/( loss) for the year (A) 396.89 5.99 4.86 (0.51) 3.03 10.50 2.19 10.31 10.05 (5.32) (505.76) 46.75 (27.46) 33.98 64.77 145.79 - - 145.79 196.04
Other comprehensive income
Items that will not be reclassified subsequently to
profit and loss
Bargain purchase gain on business combination 521.83 - - - - - - - - - - - - - - - - - - 521.83
Remeasurements gain / (loss) on defined benefit plans (0.06) - - - - - - - - - - - - - - - - - - (0.06)
Tax on Remeasurements gain / (loss) on defined
0.02 - - - - - - - - - - - - - - - - - - 0.02
benefit plans
Total other comprehensive income / (loss) for the
521.79 - - - - - - - - - - - - - - - - - - 521.79
year (net of tax) (B)
Total comprehensive income for the year (A + B) 918.68 5.99 4.86 (0.51) 3.03 10.50 2.19 10.31 10.05 (5.32) (505.76) 46.75 (27.46) 33.98 64.77 145.79 - - 145.79 717.83
Profit / (loss) for the year
Attributable to:-
(a) Equity holders of company 396.89 5.99 4.86 (0.51) 3.03 10.50 2.19 10.31 10.05 (5.32) (505.76) 46.75 (27.46) 33.98 64.77 145.79 - - 145.79 196.04
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - -
Total other comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 521.79 - - - - - - - - - - - - - - - - - - 521.79
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - -
Total comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 918.68 5.99 4.86 (0.51) 3.03 10.50 2.19 10.31 10.05 (5.32) (505.76) 46.75 (27.46) 33.98 64.77 145.79 - - 145.79 717.83
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - -
Earnings per equity share
[Equity shares of face value of INR 1 each]
Attributable to Equity holders of company
(a) Basic 17.94 7 Not quantifiable
(b) Diluted 17.86 7 Not quantifiable
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
471
Place : Mumbai Place : Mumbai
Date : September 26, 2025 Date : September 26, 2025Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Balance sheet as at March 31, 2023
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Special
Special Special
Balance Balance Balance Balance Balance Balance Balance Consolidated Balance Restated Purpose Ind
Restated Consolidated Purpose Ind Purpose Ind AS Unaudited
sheet of sheet of sheet of sheet of sheet of sheet of sheet of Balance sheet sheet of Balance sheet AS Balance
Summary Statement of Balance sheet of AS Balance Carve out Proforma Balance
Balance sheet of Infraschool Infraschool Purelearn Purelearn Purelearn CUIB Infraschool of Purelearn Purelearn of Purelearn sheet of St. Acquisition Acquisition
Assets and Liabilities Infraschool sheet of Balance sheet Intragroup sheet of Elevate
Infraschool Services Services Eduinfra Eduinfra Eduinfra Eduinfra Services Eduinfra Eduinfra Restatement Eduinfra Michael's Adjustments-Adjustments- Regroupings /
of Elevate Campuses Services Purelearn ZoloStays Proforma Note Acquisition elimination Total Campuses Limited
Particulars Services Kadiri Korba Tumkur Kanakapur Ramanagara Bangalore Bangalore Gurgaon Bowenpally Hyderabad Adjustments Hyderabad Educational K12 entities Zolo Reclassifications
Limited (formerly Chintamani Eduinfra Property Reference Adjustments adjustments Adjustments (formerly known
Private Limited as Private Private a Private SH Private Private Private Private Private Private (Note 6) Private Services (refer note (refer note (Note 5)
known as Good Host Private Limited as Hisar Private Solutions (Note 4) as Good Host
at March 31, 2023 Limited as Limited as Limited as Limited as at Limited as Limited as Limited as Limited as at Limited as at Limited as at Private 3.2 (A)) 3.1)
Spaces Limited) as at at March 31, 2023 Limited as at Private Limited Spaces Limited) as
at March at March at March March 31, at March at March at March March 31, March 31, March 31, Limited as at
March 31, 2023 March 31, as at March 31, at March 31, 2023
31, 2023 31, 2023 31, 2023 2023 31, 2023 31, 2023 31, 2023 2023 2023 2023 March 31,
2023 2023
2023
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Q =
P= A+B+C+D+E+F+
A B C D E F G H I J K L(a) L(b) L=(La+Lb) M N O (i) (ii) (i) (ii) (iii)
(i)+(ii)+(iii) G+H+I+J+K+L+
M+N+O+P
ASSETS
Non-Current Assets
Property, plant and equipments 137.85 - - - - - - - - - 5.64 115.91 (115.91) - - - 11.02 3.1(v) - (8.12) (8.12) - (8.12) 146.39
Investment properties 8,249.37 152.94 111.68 82.92 149.00 2,124.09 546.97 575.33 350.52 471.56 499.53 - - 286.80 189.88 - - - - - - - 13,790.59
Investment properties under development - - - - - - - - - - 5.95 - - - - - - - - - - - 5.95
Goodwill 203.82 - - - - - - - - - - - - - - - 3.1(v) - 694.84 694.84 - - 694.84 898.66
Other intangible assets 2,666.32 - - - - - - - - - 1,504.14 - - - - - 3.1(v) - 273.70 273.70 - - 273.70 4,444.16
Financial assets -
Investments - - - - - - - - - - - 43.64 - 43.64 - - - - - - - - - 43.64
Finance lease receivables 4,716.79 - - - - - - - - - - - - - - - - - - - 1,480.98 - 1,480.98 6,197.77
Other financial assets 19.89 25.58 20.02 15.31 25.12 293.31 53.96 59.62 34.33 163.76 549.66 960.68 336.21 1,296.89 - - - - - - (2,355.56) - (2,355.56) 201.89
Non-current tax assets (Net) 2.06 0.76 0.56 0.42 0.72 5.24 1.70 3.86 1.05 1.39 10.54 2.84 - 2.84 - - - - - - - - - 31.14
Deferred tax assets (Net) 347.57 - - - - - - - - - - - - - - - 1.27 - - - - - - 348.84
Other non-current assets 181.71 - - - - 23.32 65.06 229.53 - 2.66 - - - - - - - - - - 874.58 - 874.58 1,376.86
Total Non-current assets 16,525.38 179.28 132.26 98.65 174.84 2,445.96 667.69 868.34 385.90 639.37 2,575.46 1,123.07 220.30 1,343.37 286.80 189.88 12.29 - 960.42 960.42 - - 960.42 27,485.89
Current Assets
Inventories 13.07 - - - - - - - - - - - - - - - - - - - - - - 13.07
Financial assets
Investments 15.25 - - - - - - - - - - - - - - - - 3.1 (iii) - (15.25) (15.25) - - (15.25) -
Trade receivables 7.57 11.34 7.85 5.75 11.81 27.04 2.32 7.70 - 0.06 2.83 - - - - - 35.21 - - - - - - 119.48
Cash and cash equivalents 837.88 1.92 0.74 0.46 0.77 15.41 1.37 21.01 0.33 7.90 0.45 4.56 - 4.56 9.11 9.59 0.44 3.3 (iii) 2,579.03 (837.88) 1,741.15 - - 1,741.15 2,653.09
Other bank balances 421.75 - - - - - - - - - 35.47 31.00 - 31.00 - - - 3.1 (iii) - (48.15) (48.15) - - (48.15) 440.07
Loans - - - - - - - - - - - - - - - - - - - - - - - -
Finance lease receivables 2.76 - - - - - - - - - - - - - - - - - - - - - - 2.76
Other financial assets 632.16 3.39 0.37 0.28 0.41 - - 1.88 1.16 18.13 - 0.17 - 0.17 0.01 0.02 0.52 - - - (1.26) (4.66) (5.92) 652.58
Other current assets 44.14 0.04 0.08 0.03 0.00 0.01 0.09 0.03 - (0.00) 2.83 0.49 - 0.49 0.17 2.68 1.66 - - - 1.26 - 1.26 53.51
Total current assets 1,974.58 16.69 9.04 6.52 12.99 42.46 3.78 30.62 1.49 26.09 41.58 36.22 - 36.22 9.29 12.29 37.83 2,579.03 (901.28) 1,677.75 - (4.66) 1,673.09 3,934.57
Total assets 18,499.96 195.97 141.30 105.17 187.83 2,488.42 671.47 898.96 387.39 665.46 2,617.04 1,159.29 220.30 1,379.59 296.09 202.17 50.12 2,579.03 59.14 2,638.17 - (4.66) 2,633.51 31,420.46
EQUITY AND LIABILITIES
Equity
Equity share capital 22.12 3.40 2.90 2.28 3.67 177.50 49.20 73.40 26.60 36.39 0.00 67.23 - 67.23 0.00 2.00 - 3.3 (i)(a) 10,622.27 - 10,622.27 - - 10,622.27 11,088.95
Other equity 5,747.76 16.68 21.85 11.58 35.37 90.59 17.09 34.99 7.36 61.38 (5.11) 154.76 164.86 319.62 20.13 97.69 41.00 3.3 (i)(b) (5,646.70) (41.00) (5,687.70) - - (5,687.70) 830.28
Attributable to equity holders of company 5,769.88 20.08 24.75 13.86 39.04 268.09 66.29 108.39 33.96 97.77 (5.11) 221.99 164.86 386.85 20.13 99.69 41.00 4,975.57 (41.00) 4,934.57 - - 4,934.57 11,919.23
Non Controlling Interest - - - - - - - - - - - - - - - - - 3.2 A (iii) ( c) 0.40 - 0.40 - - 0.40 0.40
Total Equity 5,769.88 20.08 24.75 13.86 39.04 268.09 66.29 108.39 33.96 97.77 (5.11) 221.99 164.86 386.85 20.13 99.69 41.00 4,975.97 (41.00) 4,934.97 - - 4,934.97 11,919.63
LIABILITIES
Non-Current Liabilities
Financial Liabilities
Borrowings 9,456.50 136.57 92.49 70.72 116.52 1,885.46 523.80 672.87 322.97 410.89 2,021.79 506.31 - 506.31 - 73.73 - 3.3 (ii) (2,396.94) - (2,396.94) - - (2,396.94) 13,893.68
Lease liabilities 70.34 - - - - - - - - - 183.99 191.54 - 191.54 - - - - - - - - - 445.87
Other financial liabilities 237.68 3.21 2.35 1.77 2.92 14.21 3.64 4.71 2.92 50.61 87.41 7.01 - 7.01 - 3.00 - 3.1 (iii) - 100.14 100.14 - - 100.14 521.59
Provisions 1.94 - - - - - - - - - - - - - - - 2.70 - - - - - - 4.64
Deferred tax liabilities (Net) 477.69 - - - - 67.14 12.37 17.99 2.48 16.55 51.29 85.82 55.44 141.26 7.13 7.03 - - - - - - - 800.93
Other non-current liabilities 64.26 3.46 2.50 1.88 3.10 57.30 18.36 23.34 6.04 40.44 125.85 34.28 - 34.28 - - - - - - - - - 380.81
Total non- current liabilities 10,308.41 143.24 97.34 74.37 122.54 2,024.11 558.17 718.91 334.41 518.49 2,470.33 824.96 55.44 880.40 7.13 83.76 2.70 (2,396.94) 100.14 (2,296.80) - - (2,296.80) 16,047.52
Current Liabilities
Financial liabilities
Borrowings 804.65 8.14 8.13 6.09 9.86 62.47 16.52 16.75 8.67 30.02 28.80 89.39 - 89.39 268.67 17.11 - - - - - - - 1,375.27
Lease liabilities 8.84 - - - - - - - - - - - - - - - - - - - - - - 8.84
Trade payables - -
Total outstanding dues of micro and small
enterprises 8.39 - - - - - - - - - - - - - - - - - - - - - - 8.39
Total outstanding dues of creditors other
than micro and small enterprises 333.95 - - - - - - - - - - - - - - - - - - - 8.35 - 8.35 342.30
Other financial liabilities 259.80 23.65 10.43 10.36 15.62 126.03 28.47 52.59 9.54 11.10 105.41 14.02 - 14.02 0.15 0.68 2.25 - - - (8.35) (4.66) (13.01) 657.09
Other current liabilities 992.76 0.86 0.65 0.49 0.77 7.72 2.02 2.32 0.81 8.08 17.61 8.93 - 8.93 0.01 0.93 1.28 - - - - - - 1,045.25
Provisions 2.13 - - - - - - - - - - - - - - - 0.43 - - - - - - 2.56
Current tax liabilities (Net) 11.15 - - - - - - - - - - - - - - - 2.46 - - - - - - 13.61
Total current liabilities 2,421.67 32.65 19.21 16.94 26.25 196.22 47.01 71.66 19.02 49.20 151.82 112.34 - 112.34 268.83 18.72 6.42 - - - - (4.66) (4.66) 3,453.31
Total equity and liabilities 18,499.96 195.97 141.30 105.17 187.83 2,488.42 671.47 898.96 387.39 665.46 2,617.04 1,159.29 220.30 1,379.59 296.09 202.17 50.12 2,579.03 59.14 2,638.17 - (4.66) 2,633.51 31,420.46
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
472
Place: Mumbai Place: Mumbai
Date : September 26, 2025 Date : September 26, 2025Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN:U74994MH2005PLC339336
Unaudited Proforma Statement of Profit and loss for the year ended March 31, 2023
(All amounts in INR Million, unless otherwise stated)
Proforma Adjustments
Restated Special
Statement Statement Statement Statement Statement Statement Statement Special Special
Restated Statement of Statement of Statement of Consolidated Statement Purpose Ind Unaudited
of profit and of profit andof profit and of profit of profit of profit and of profit Purpose Ind Purpose Ind AS
Consolidated profit and profit and profit and Statement of of profit AS Statement Proforma
loss of loss of loss of and loss of and loss of loss of and loss of AS Statement Carve out
Summary Statement loss of loss of loss of profit and loss and loss of of Profit and Statement of
Infraschool Infraschool Purelearn Purelearn CUIB Infraschool Purelearn of profit and Statement of
of Profit and Loss Infraschool Infraschool Purelearn of Purelearn Purelearn Loss of St. Profit and Loss of
Services Services Eduinfra Eduinfra Eduinfra Services Eduinfra loss of profit and loss Intragroup
of Elevate Campuses Services Services Eduinfra Eduinfra Restatement Eduinfra Michael's Proforma Regroupings / Elevate Campuses
Kadiri Tumkur Kanakapura Bangalore Bangalore Gurgaon Hyderabad Purelearn ZoloStays Acquisition elimination Total
Particulars Limited (formerly Chintamani Korba Ramanagara Bowenpally Adjustments Hyderabad Educational Note Reclassifications Limited (formerly
Private Private Private Private Private Private Private Eduinfra Property Adjustments Adjustments Adjustments
known as Good Private Private SH Private Private (Note 6) Private Services Reference (Note 5) known as Good
Limited for Limited for Limited for Limited for Limited for Limited for Limited for Hisar Private Solutions (Note 4)
Host Spaces Limited for Limited for Limited for Limited for Limited for Private Host Spaces
the year the year the year the year the year the year the year Limited for Private Limited
Limited) for the the year the year the year the year the year Limited for Limited) for the
ended ended ended ended ended ended ended the year for the year
year ended March ended March ended March ended March ended March ended the year year ended March
March 31, March 31, March 31, March 31, March 31, March 31, March 31, ended March ended March
31, 2023 31, 2023 31, 2023 31, 2023 31, 2023 March 31, ended March 31, 2023
2023 2023 2023 2023 2023 2023 2023 31, 2023 31, 2023
2023 31, 2023
Currency INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Q =
P= A+B+C+D+E+F+
A B C D E F G H I J K L(a) L(b) L=(La+Lb) M N O (i) (ii) (iii)
(i)+(ii)+(iii) G+H+I+J+K+L+
M+N+O+P
Income
Revenue from operations 2,925.01 26.13 19.03 14.30 23.63 329.82 83.21 87.66 56.93 94.11 351.76 170.29 (11.02) 159.27 - 44.23 130.75 - - - - 4,345.83
Other income 84.16 1.65 1.22 0.93 1.72 10.25 10.92 33.97 0.51 1.20 4.64 4.09 - 4.09 0.01 0.15 - - - - - 155.41
Total income 3,009.17 27.78 20.25 15.23 25.35 340.07 94.13 121.63 57.44 95.31 356.40 174.38 (11.02) 163.36 0.01 44.38 130.75 - - - - 4,501.24
Expenses
Employee benefits expense 203.98 - - - - 2.07 - - - - - - - - - 8.58 64.80 - - - - 279.43
Finance costs 1,036.23 21.08 12.90 9.92 16.37 249.89 57.50 75.95 36.30 61.65 294.37 107.30 - 107.30 4.17 9.01 - 3.2 A (v) (172.78) - - (172.78) 1,819.85
Depreciation and amortisation expenses 438.14 5.49 4.78 4.10 4.97 38.12 10.36 10.61 4.04 15.69 119.08 7.06 (7.06) - - 7.80 2.63 3.1 (vi) 15.46 - - 15.46 681.28
Other expenses 770.50 3.73 2.83 2.78 3.23 30.91 11.31 12.39 7.43 3.94 52.59 21.69 - 21.69 1.07 3.98 57.32 3.3 (iv) 41.50 - - 41.50 1,027.20
Total expenses 2,448.85 30.30 20.51 16.80 24.57 320.99 79.17 98.95 47.77 81.28 466.04 136.05 (7.06) 128.99 5.24 29.37 124.75 (115.82) - - (115.82) 3,807.76
Profit/( loss) before exceptional items and tax 560.32 (2.52) (0.26) (1.57) 0.78 19.08 14.96 22.68 9.67 14.03 (109.64) 38.33 (3.96) 34.37 (5.23) 15.01 6.00 115.82 - - 115.82 693.48
Exceptional items 168.32 - - - - - - - - - - - - - - - - - - - - 168.32
Profit/( loss) before tax 392.00 (2.52) (0.26) (1.57) 0.78 19.08 14.96 22.68 9.67 14.03 (109.64) 38.33 (3.96) 34.37 (5.23) 15.01 6.00 115.82 - - 115.82 525.16
Tax expenses
Current tax 7.99 - - - - - - - - - - - - - - 2.54 2.46 - - - - 12.99
Current tax pertaining to earlier years - - - - - - - 0.93 - - - - - - - - - - - - - 0.93
Deferred tax 92.98 - - - - 16.67 4.35 (5.52) 0.11 4.12 6.98 11.24 (1.00) 10.24 7.13 1.27 (0.95) - - - - 137.39
Deferred tax pertaining to earlier years 1.00 - - - - - - - - - - - - - - - - - - - 1.00
Total tax expense 101.97 - - - - 16.67 4.35 (4.59) 0.11 4.12 6.98 11.24 (1.00) 10.24 7.13 3.81 1.51 - - - - 152.31
Profit/( loss) for the year (A) 290.03 (2.52) (0.26) (1.57) 0.78 2.41 10.61 27.27 9.56 9.91 (116.62) 27.09 (2.96) 24.13 (12.36) 11.20 4.49 115.82 - - 115.82 372.85
Other comprehensive income
Items that will not be reclassified subsequently to profit
and loss
Remeasurements gain / (loss) on defined benefit plans 0.88 - - - - - - - - - - - - - - - - - - - - 0.88
Tax on Remeasurements gain / (loss) on defined benefit
(0.22) - - - - - - - - - - - - - - - - - - - - (0.22)
plans
Total other comprehensive income / (loss) for the year
0.66 - - - - - - - - - - - - - - - - - - - - 0.66
(net of tax) (B)
Total comprehensive income for the year (A + B) 290.69 (2.52) (0.26) (1.57) 0.78 2.41 10.61 27.27 9.56 9.91 (116.62) 27.09 (2.96) 24.13 (12.36) 11.20 4.49 115.82 - - 115.82 373.51
Profit / (loss) for the year
Attributable to:-
(a) Equity holders of company 290.03 (2.52) (0.26) (1.57) 0.78 2.41 10.61 27.27 9.56 9.91 (116.62) 27.09 (2.96) 24.13 (12.36) 11.20 4.49 115.82 - - 115.82 372.85
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - -
Total other comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 0.66 - - - - - - - - - - - - - - - - - - - - 0.66
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - -
Total comprehensive income/ (loss) for the year
Attributable to:-
(a) Equity holders of company 290.69 (2.52) (0.26) (1.57) 0.78 2.41 10.61 27.27 9.56 9.91 (116.62) 27.09 (2.96) 24.13 (12.36) 11.20 4.49 115.82 - - 115.82 373.51
(b) Non Controlling interest - - - - - - - - - - - - - - - - - - - - - -
Earnings per equity share
[Equity shares of face value of INR 1 each]
Attributable to Equity holders of company
(a) Basic 13.11 7 Not quantifiable
(b) Diluted 13.05 7 Not quantifiable
The figures in 0.00 represents figures less than INR 1000/-
The accompanying notes are an integral part of these Unaudited Proforma Financial Information
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
ICAI Firm Registration No. 324982E/E300003
per Abhishek Agarwal Vinod Rao Mukesh Tiwari
Partner Chief Financial Officer & Director Director
Membership No. 112773 DIN: 11291901 DIN: 06599112
Nishthi H. Dharmani
Company Secretary
473
Place of Signature : Mumbai Place of Signature : Mumbai
Date : September 26, 2025 Date : September 26, 2025Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
1. Background
Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (the “Company” or the
“Holding Company”) is a public company domiciled in India and is incorporated under the
provisions of the Companies Act applicable in India. The registered office of the Company is located
at No. 902-906, Tower B, 9th Floor, Naman Midtown, Lower Parel, Mumbai 400013.
The Company together with its subsidiaries is herein after referred to as the “Group”.
The Group is principally engaged in owning, operating and managing on-campus student
accommodation across higher education institutions.
Subsequent to March 31, 2025, the Group has:
• Acquired on-campus hostels and accommodation managing business of ZoloStays Property
Solutions Private Limited (“Zolo”) on April 11, 2025. For details of amount of consideration
and mode of its discharge, refer note 3.1 below;
• Acquired 100% equity shareholding in Elevate UAE Assetco Holdings Pte. Ltd. (“Elevate UAE”)
on September 17, 2025. For details of amount of consideration and mode of its discharge,
refer note 3.2 B below,
(hereinafter ‘Zolo’ and ‘Elevate UAE’ are together referred to as “Completed Acquisitions”);
and
• Entered into Share Purchase Agreements dated September 24, 2025 for acquisition of
Infraschool Services Chintamani Private Limited, Infraschool Services Kadiri Private Limited,
Infraschool Services Korba Private Limited, Infraschool Services Tumkur Private Limited,
Purelearn Eduinfra Kanakapura Private Limited, Purelearn Eduinfra Ramanagara SH Private
Limited, Purelearn Eduinfra Bangalore Private Limited, CUIB Eduinfra Bangalore Private
Limited, Infraschool Services Gurgaon Private Limited, Purelearn Eduinfra Bowenpally Private
Limited (‘PEBPL’) (including Oaktree Infra Developers Private Limited, its wholly owned
subsidiary, which has been merged with PEBPL pursuant to order of Regional Director dated
June 20, 2025), Purelearn Eduinfra Hyderabad Private Limited, Purelearn Eduinfra Chennai
Private Limited, Purelearn Eduinfra Hisar Private Limited, St. Michael's Educational Services
Private Limited, (together referred to as “Proposed Acquisitions”). For details of amount of
consideration and mode of its discharge, refer note 3.2 A below.
Completed Acquisitions and Proposed Acquisitions are together referred to as “Target Entities”.
Elevate UAE and Proposed Acquisitions are entities ultimately controlled by the same group of
shareholders and are together referred as “Common Control Entities”.
The Unaudited Proforma Financial Information were approved by the Board of Directors of the
Company on September 26, 2025.
474Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
2. Basis of Preparation
2.1 The Unaudited Proforma Financial Information comprising of the Proforma Balance Sheet as at
March 31, 2025, March 31, 2024 and March 31, 2023 and Proforma Statement of Profit and Loss
(including other comprehensive income) for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, read with the notes to the Unaudited Proforma Financial Information (together
referred to as “Unaudited Proforma Financial Information”), has been prepared to illustrate the
impact of acquisition of Target Entities on the Holding Company’s financial position and financial
performance as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, as
if the acquisition had taken place:
• on March 31, 2025, March 31, 2024 and March 31, 2023 respectively for the purpose of
unaudited proforma balance sheet as at March 31, 2025, March 31, 2024 and March 31, 2023;
and
• on April 1, 2024, April 1, 2023 and April 1, 2022 respectively for the purpose of unaudited
proforma statement of profit and loss for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023.
2.2 The Unaudited Proforma Financial Information have been voluntarily prepared by the management
of the Company, as permitted by the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) issued by
the Securities and Exchange Board of India (the “SEBI”) for inclusion in the draft red herring
prospectus (“DRHP”) to be filed by the Company with the SEBI, Registrar of Companies, Mumbai,
National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection with the
proposed IPO, considering the acquisition of the Target Entities is significant and important for the
purpose of the business and as advised by the Book Running Lead Managers, although these
Unaudited Proforma Financial Information are not mandatorily required to be included as per SEBI
ICDR Regulations.
2.3 Because of their nature, the Unaudited Proforma Financial Information addresses a hypothetical
situation and therefore do not represent Company’s actual consolidated financial position or
performance. Also, the Unaudited Proforma Financial Information is prepared and presented for
illustrative purposes only, illustrating the results of operations that would have resulted had the
acquisition been completed at the beginning of the period presented and the consolidated financial
position had the acquisition been completed as at year end but are not intended to be indicative
of expected results or operations in the future periods or the future financial position of the
Company and does not reflect the costs of any integration activities or cost savings or synergies
that may be achieved as a result of the acquisition. Accordingly, the Unaudited Proforma Financial
Information does not necessarily reflect what the Company's financial condition or results of
operations would have been, had the acquisitions occurred on the dates indicated and is also not
intended to be indicative of expected financial position or results of operations in future periods.
The actual consolidated balance sheet, consolidated statement of profit and loss may differ
significantly from the proforma amounts reflected herein due to variety of factors.
2.4 The proforma adjustments are based upon available information and assumptions that the
management of the Company believes to be reasonable. Further, such Unaudited Proforma
Financial Information has not been prepared in accordance with standards and practices
acceptable in any other jurisdiction which may vary significantly from basis of preparation
mentioned above and accordingly, should not be relied upon as if it had been carried out in
accordance with those standards and practices in any other jurisdiction. Accordingly, the degree
of reliance placed by anyone on such Unaudited Proforma Financial Information should be limited.
475Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
2.5 The Unaudited Proforma Financial Information has been prepared taking into consideration:
i. the restated consolidated summary statement of assets and liabilities and restated
consolidated summary statement of profit and loss of the Company as at and for each of the
years ended March 31, 2025, March 31, 2024 and March 31, 2023;
ii. Audited General Purpose Ind AS Financial Statements of St. Michael's Educational Services
Private Limited (‘SMESPL’) and Purelearn Eduinfra Hisar Private Limited (‘PEHPL’) for the
year ended March 31, 2025 and Audited Special Purpose Ind AS Financial Statements of
SMESPL and PEHPL for each of the years ended March 31, 2024 and March 31, 2023;
iii. Audited General Purpose Ind AS Financial Statements of Proposed Acquisition Entities, other
than those mentioned in (ii) above, for each of the years ended March 31, 2025, March 31,
2024 and March 31, 2023;
iv. Audited Special Purpose Ind AS Carve Out Financial Statements of Zolo for each of the years
ended March 31, 2025, March 31, 2024 and March 31, 2023;
v. Audited Special Purpose Financial Statements of Elevate UAE Assetco Holdings Pte. Ltd. and
its wholly owned subsidiaries viz. Souk HIS Holdings Pte. Ltd. and Souk NLCS Holdings Pte.
Ltd. for the year ended March 31, 2025 prepared in accordance with Singapore Financial
Reporting Standards (“SFRS”);
vi. Audited Special Purpose Financial Statements of Souk HIS Holdings Limited, which is a wholly
owned subsidiary of Souk HIS Holdings Pte. Ltd. for the year ended March 31, 2025 prepared
in accordance with International Financial Reporting Standards (“IFRS”);
vii. Conversion of Special Purpose Financial Statements of entities mentioned in (v) and (vi)
above, which are located outside India and whose financial statements are prepared under
SFRS and IFRS respectively, to accounting principles generally accepted in India (with no
identified GAAP differences) and its conversion from their functional currency i.e. USD to
the functional currency of the Company i.e. INR, using Closing rate and Average rate for
Unaudited Proforma Balance Sheet and Unaudited Proforma Statement of Profit and Loss
respectively;
viii. Inter-company eliminations between the Company and the Target Entities, as at and for the
years ended March 31, 2025, March 31, 2024 and March 31, 2023; and
ix. Adjustments to recognise the impact of purchase price allocation of purchase consideration
paid / payable by the Company for acquisition of Target Entities.
2.6 The Unaudited Proforma Financial Information are prepared using uniform accounting policies for
the like transactions and other events in similar circumstances. Adjustments, if any, are made in
preparing Unaudited Proforma Financial Information to ensure uniformity of the Target Entities
accounting policies and classifications with the Company’s accounting policies and classifications
respectively. The financial statements of all entities used for the purpose of Unaudited Proforma
Financial Information are drawn up to the same reporting dates as that of the Company, i.e., years
ended on March 31, 2025, March 31, 2024 and March 31, 2023.
2.7 The Unaudited Proforma Financial Information are presented in Indian Rupees which is also the
Company's functional currency. All values are rounded to the nearest million except when
otherwise stated.
2.8 The Unaudited Proforma Financial Information should be read together with the Company's
Restated Consolidated Summary Statements and the audited financial statements of Target
Entities.
476Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
3. Proforma Adjustments
The following adjustments have been made to present the Unaudited Proforma Financial
Information:
3.1 Acquisition adjustments for Zolo
i. On April 10, 2025, Elevate Hostel Management Services Private Limited (‘EHMSPL’), a wholly owned
subsidiary of the Company, has issued 111 equity shares to the Seller, totalling to 10% of its equity
share capital. Further, on April 11, 2025, EHMSPL has acquired the business of managing on-campus
hostels / accommodation units including access to its technology of Zolostays Property Solutions
Private Limited (the “Seller”), on a going concern basis through slump sale.
ii. The business combination of Zolo has been accounted for under the acquisition method in
accordance with Ind AS 103 'Business Combinations'. Accordingly, the Company has provisionally
allocated the purchase consideration to the estimated fair value of assets acquired and liabilities
assumed and recognised the difference between purchase consideration and fair value of net assets
acquired as Goodwill in the Unaudited Proforma Balance Sheet as at March 31, 2025, March 31,
2024 and March 31, 2023, computation of which is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Fair value of assets acquired
Non-current assets
Property, plant and equipment 7.00 2.50 2.90
Deferred tax assets 4.37 2.41 1.27
Intangible assets acquired^ 688.60 509.15 273.70
Current assets 58.10 43.97 37.83
Total assets [A] 758.07 558.03 315.70
Fair value of liabilities assumed
Non-current liabilities 11.71 6.77 2.70
Current liabilities 50.64 32.83 6.42
Total liabilities [B] 62.35 39.60 9.12
Fair value of net assets acquired 695.72 518.43 306.58
[C =A – B]
Consideration paid* [D] 1,001.42 1,001.42 1,001.42
Proforma Goodwill [D – C] 305.70 482.99 694.84
^The Company has used the services of an external expert to carry out a hypothetical provisional
Purchase Price Allocation ("PPA") of the purchase consideration paid for the said acquisition as at
March 31, 2025, March 31, 2024, March 31, 2023 and April 1, 2022. Consequently, the fair value of
assets and liabilities acquired and the resultant goodwill could be materially different once the
PPA is completed. The final PPA could differ materially from the hypothetical provisional PPA used
in the pro forma adjustments. The final PPA shall be performed on the actual acquisition date i.e.
April 11, 2025 and may result in (1) changes in fair values of intangible assets and property, plant
and equipment and resultant change in depreciation and amortisation expense, (2) changes in
allocation to goodwill and (3) other changes to assets and liabilities.
477Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
*Subsequent to March 31, 2025, the Company has paid the said purchase consideration to the seller,
the mode of discharge of which is as under:
(figures in INR Million)
Particulars Tranche 1 Tranche 2 Total
Date of discharge of consideration Apr 11, 2025 July 29, 2025
Cash payment 612.92 288.36 901.28
Optionally convertible debentures (OCDs) of face 68.10 32.04 100.14
value of INR 1 each
Total 681.02 320.40 1,001.42
iii. Details of proforma adjustments on account of discharge of purchase consideration is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Cash and cash equivalents 901.28 774.02 837.88
Current investments - 127.26 15.25
Other bank balances - - 48.15
Non-controlling interest (classified as 100.14 100.14 100.14
liability)*
Total 1,001.42 1,001.42 1,001.42
*The Group holds the call option and has provided a put option to the Seller with respect to the
10% equity stake held by the Seller. Basis the terms and conditions of the put and call option
agreement, the Group has recognised an obligation towards the 10% non-controlling interest at
fair value as at each reporting period end.
iv. Details of proforma adjustments on account of acquisition transaction in equity share capital and
other equity is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Impact in equity share capital
Elimination of equity share capital - - -
Impact in Other equity
Elimination of pre-acquisition (11.47) (20.62) (41.00)
reserves
Total (11.47) (20.62) (41.00)
478Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
v. Impact pursuant to fair valuation of assets
The value of intangible assets recognised pursuant to acquisition and increase / (decrease) in the
fair value of other non-current assets is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Intangible assets recognised
Customer contracts and 688.60 509.15 273.70
relationships* [refer 3.1 (ii)]
Goodwill [refer 3.1 (ii)] 305.70 482.99 694.84
Decrease in the fair value of (4.35) (11.34) (8.12)
Property, plant and equipments
Total 989.95 980.80 960.42
*The underlying contracts entered into by Zolo with its customers are for an average period of 5
years and accordingly, the said intangible assets are amortized over the said useful life.
vi. The increase in the depreciation and amortisation charge is as under:
(figures in INR Million)
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Amortisation expense on intangible 101.83 54.74 15.46
assets recognised pursuant to
acquisition
vii. Acquisition costs amounting to INR 1.50 million has been incurred by the Company in connection
with the Zolo acquisition. Consequently, the same has been considered as Other expenses for each
of the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
3.2 Acquisition of Common Control Entities
The business combination of Common Control Entities have been accounted for in accordance with
Appendix C of Ind AS 103 'Business Combinations'. Accordingly, the Company has accounted all the
assets acquired and liabilities assumed of Common Control Entities at their carrying amounts and
recognised the difference between purchase consideration and net assets acquired / net liabilities
assumed as Capital Reserve in the Unaudited Proforma Balance Sheet as at March 31, 2025, March
31, 2024 and March 31, 2023, computation of which is as under:
479Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
A. Proposed Acquisitions
i. Details of Capital Reserve recognised pursuant to business combination
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Consideration to be paid* 11,066.83 11,066.83 11,066.83
Net assets acquired, incl. reserves 5,763.61 5,647.45 5,556.49
taken over^
Capital Reserve** (5,303.22) (5,419.38) (5,510.34)
*The said consideration shall be discharged in cash, out of proceeds received from IPO. Refer note
3.2 A (ii) for details.
**The same is reflected under other equity in the Unaudited Proforma Balance sheet as at
respective financial year end
^Summary of net assets acquired is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Assets
Non-current assets 16,490.05 10,707.55 9,987.80
Current assets 550.85 371.35 249.06
Cash $ - 1,810.00 2,579.03
Total assets [A] 17,040.90 12,888.90 12,815.89
Liabilities
Non-current liabilities 11,430.86 7,764.35 8,033.20
Current liabilities 426.07 412.00 1,029.87
Less: Liabilities eliminated pursuant (2,006.71) (1,220.60) (2,396.95)
to acquisition
Total liabilities [B] 9,850.22 6,955.75 6,666.12
Net assets [A – B] 7,190.68 5,933.15 6,149.77
Less: Reserves taken over (net of (1,426.67) (285.30) (592.88)
eliminations)
Less: Non-controlling interests share (0.40) (0.40) (0.40)
of net assets
Net assets acquired, incl. reserves 5,763.61 5,647.45 5,556.49
taken over
$ The Company has proposed to acquire all the equity share capital, optionally convertible
debentures (‘OCDs’) and compulsory convertible debentures (‘CCDs’) (together referred to as
“capital instruments”) of the Proposed Acquisition entities outstanding as on the date of the
proposed acquisition, which includes capital instruments issued subsequent to the respective
balance sheet dates (referred to as “subsequent capital infusion”). As stated in Note 2.1, the
proforma financial information is prepared to illustrate the impact of acquisition of Proposed
Acquisition entities as if the acquisition had taken place on March 31, 2025, March 31, 2024 and
480Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
March 31, 2023 respectively. Accordingly, the impact of subsequent capital infusion has been
recognized, as if the capital instruments have been issued on the respective balance sheet dates.
ii. Details of proforma adjustments on account of discharge of purchase consideration is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital - Issue of fresh 11,066.83 11,066.83 11,066.83
equity shares^^
Total 11,066.83 11,066.83 11,066.83
^^the amount of fresh issue is restricted to the amount of consideration payable for acquisition of
Proposed Acquisitions entities. Since the number of shares to be issued under the IPO is currently
not ascertainable in absence of finalization of price at this stage, the entire proceeds from issue
of equity shares is adjusted against Equity share capital.
iii. Details of proforma adjustments on account of acquisition transaction in equity share capital and
other equity is as under:
(a) Equity share capital
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Elimination of Equity share capital (445.05) (445.05) (444.16)
Reclassification as non-controlling (0.40) (0.40) (0.40)
interest
Fresh issue of equity shares 11,066.83 11,066.83 11,066.83
Total 10,621.38 10,621.38 10,622.27
(b) Other equity
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Elimination of CCDs (3,311.84) (2,171.80) -
Elimination of OCDs - - (136.36)
Recognition of Capital Reserve (debit (5,303.22) (5,419.38) (5,510.34)
balance) [refer note 3.2 A (i) above]
Total (8,615.06) (7,591.18) (5,646.70)
(c) Non-controlling interest
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Acquisition of non-controlling interest (0.40) (0.40) (0.40)
[refer note 3.2 A (iii) (a)]
Total (0.40) (0.40) (0.40)
481Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
iv. Details of proforma adjustments on account of acquisition transaction in borrowings is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31,
2023
Elimination of CCDs* 2,006.72 1,220.60 -
Elimination of OCDs* - - 2,396.94
Total 2,006.72 1,220.60 2,396.94
*incl. interest accrued thereon
v. Details of proforma adjustments on account of acquisition transaction in finance cost is as under:
(figures in INR Million)
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Elimination of interest expense on:
- CCDs 148.66 57.58 -
- OCDs - 184.45 172.78
Total 148.66 242.03 172.78
vi. Acquisition costs amounting to INR 40.00 million is expected to be incurred by the Company in
connection with the said acquisition. Consequently, the same has been considered as Other
expenses for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
B. Acquisition of Elevate UAE
i. Subsequent to March 31, 2025, the Company has entered into a Share Purchase Agreement dated
September 17, 2025 and Securities Subscription Agreement dated September 22, 2025 for purchase
of equity shares and subscription to optionally convertible preference shares of Elevate UAE for a
total consideration of USD 124 million.
Consequent to the aforementioned acquisition of Elevate UAE, the Company has also acquired
100% shareholding in below mentioned wholly owned subsidiaries (direct and indirect) of Elevate
UAE:
• Souk HIS Holdings Pte. Ltd.
• Souk NLCS Holdings Pte. Ltd.
• Souk HIS Holdings Limited
Since consolidated financial statements of Elevate UAE is not available, for the purpose of
preparation of Unaudited Proforma Financial Information, standalone financial statements of
respective entities have been considered.
Further, the determination of impact of Elevate UAE acquisition is after incorporating eliminations
of below mentioned inter-group balances and transactions:
482Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
(figures in INR Million)
Particulars As at
March 31, 2025
Unaudited Proforma Balance sheet
Elimination of non-current investments 0.00^
Elimination of other current financial assets – inter group receivables 0.00^
Elimination of equity share capital 0.00^
Elimination of other current financial liabilities – inter group payables 0.00^
^represents amount less than INR 1,000/-
ii. Details of Capital Reserve recognised pursuant to business combination
(figures in INR Million)
Particulars As at
March 31, 2025
Consideration to be paid* 10,520.02
Net assets acquired, incl. reserves taken over^ 10,520.02
Capital Reserve** -
Note: Since Elevate UAE was incorporated on August 23, 2024, its financial information is
incorporated in the Unaudited Proforma Financial Information as at and for the year ended March
31, 2025 only.
*The said consideration has been discharged by the Company in cash, from proceeds raised through
issue of convertible debentures to Genius Rajkot Investment Holdings Pte. Ltd. on September 24,
2025, which has been recognised as a liability as at March 31, 2025, in accordance with the terms
of the said instrument.
**The same is reflected under other equity in the Unaudited Proforma Balance sheet as at March
31, 2025.
^Summary of net assets acquired (on consolidated basis) is as under:
(figures in INR Million)
Particulars As at
March 31, 2025
Assets
Non-current assets
Current assets 0.27
Cash * 10,520.02
Total assets [A] 10,520.29
Liabilities
Non-current liabilities
Current liabilities 29.56
Less: Liabilities eliminated pursuant to acquisition -
Total liabilities [B] 29.56
Net assets [A – B] 10,490.73
Less: Reserves taken over (net of eliminations) 29.29
Net assets acquired, incl. reserves taken over 10,520.02
483Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
*The Company has acquired all the equity share capital and shareholder’s debt of Elevate UAE
outstanding as on the date of the acquisition, which includes CCPSs issued subsequent to March
31, 2025 (“subsequent capital infusion”). As stated in Note 2.1, the proforma financial information
is prepared to illustrate the impact of acquisition of Elevate UAE as if the acquisition had taken
place on March 31, 2025. Accordingly, the impact of subsequent capital infusion has been
recognized, as if the same had taken place on or before March 31, 2025.
iii. Details of proforma adjustments on account of acquisition transaction in equity share capital and
other equity is as under:
(figures in INR Million)
Particulars As at
March 31, 2025
Elimination of Equity share capital 0.00^
Elimination of Other equity - reserves 0.00^
Total 0.00^
^represents amount less than INR 1,000/-
iv. Exchange rate used for translation
The Company has used the average rate for respective years / period for the translation of special
purpose statement of profit and loss and has used the closing rate for translation of special purpose
balance sheet of Elevate UAE, details of which is as under:
Particulars As at / For the As at / For the As at / For the
year ended year ended year ended
March 31, March 31, March 31,
2025 2024 2023
Closing rate 85.5286 NA NA
Average rate 85.1076 NA NA
v. Acquisition costs amounting to INR 61.15 million has been incurred by Proposed Acquisition entities
in connection with the said acquisition. Refer note 4 (iii) for details. Consequently, the same has
been considered as Other expenses for the year ended March 31, 2025.
484Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
3.3 Summary of the impact of acquisitions of Target Entities on the Unaudited Proforma Financial
Information
(i) Details of proforma adjustments on account of acquisition transaction in equity share capital
and other equity is as under:
(a) Equity share capital
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Acquisition of Zolo [refer note 3.1 - - -
(iv)]
Acquisition of Proposed 10,621.38 10,621.38 10,622.27
Acquisitions entities [refer note
3.2 A (iii)(b)]
Acquisition of Elevate UAE [refer 0.00* NA NA
note 3.2 B (iii)]
Total 10,621.38 10,621.38 10,622.27
*represents amount less than INR 1,000/-
(b) Other equity
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Acquisition of Zolo [refer note 3.1 (11.47) (20.62) (41.00)
(iv)]
Acquisition of Proposed (8,615.06) (7,591.18) (5,646.70)
Acquisitions entities [refer note
3.2 A (iii)(b)]
Acquisition of Elevate UAE [refer 0.00* NA NA
note 3.2 B (iii)]
Total (8,626.53) (7,611.80) (5,687.70)
*represents amount less than INR 1,000/-
(ii) Details of proforma adjustments on account of acquisition transaction in borrowings is as
under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Acquisition of Zolo - - -
Acquisition of Proposed (2,006.72) (1,220.60) (2,396.94)
Acquisitions entities [refer note
3.2 A (iv)]
Acquisition of Elevate UAE [refer 10,520.02 NA NA
note 3.2 B (ii)]
Total 8,513.30 1,220.60 2,396.94
485Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
(iii) Details of proforma adjustments on account of acquisition transaction in cash and cash
equivalents is as under:
(figures in INR Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Cash paid pursuant to acquisition (901.28) (774.02) (837.88)
of Zolo [refer note 3.1 (iii)]
Cash acquired pursuant to - 1,810.00 2,579.03
acquisition of Proposed
Acquisitions entities [refer note
3.2 A (i)]
Acquisition of Elevate UAE [refer 10,520.02 NA NA
note 3.2 B (ii)]
Total 9,618.74 1,035.98 1,741.15
(iv) Details of proforma adjustments on account of acquisition cost w.r.t. aforementioned
transactions is as under:
(figures in INR Million)
Particulars For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Acquisition of Zolo [refer note 3.1 1.50 1.50 1.50
(vii)]
Acquisition of Proposed 40.00 40.00 40.00
Acquisitions entities [refer note
3.2 A (vi)]
Acquisition of Elevate UAE * NA NA
Total 41.50 41.50 41.50
*already incurred in financial year ended March 31, 2025. Refer note 4 (iii).
486Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
4. Inter Company Eliminations
These adjustments reflect inter-company transactions between the Company and Target Entities
that have been eliminated from Unaudited Proforma Financial Information, details of which are as
under:
(figures in INR Million)
Particulars As at / For the As at / For the As at / For the
year ended year ended year ended
March 31, March 31, March 31,
2025 2024 2023
Unaudited Proforma Balance sheet
Decrease in Investments (refer note (ii) (1,200.00) - -
below)
Decrease in non-current loans (refer (1,029.36) - -
note (i) below)
Decrease in current loans (refer note (i) (0.72) - -
below)
Decrease in Other current financial (1.50) (4.97) (4.66)
assets (refer note (i) below)
Decrease in Other equity (refer note (ii) (776.53) - -
and (iii) below)
Decrease in Borrowings (refer note (i) (1,452.33) - -
and (ii) below)
Decrease in Other current financial (2.72) (4.97) (4.66)
liabilities (refer note (i) below)
Unaudited Proforma Statement of Profit
and Loss
Decrease in Other income (refer note (i) (5.83) - -
below)
Decrease in Finance costs (refer note (i) (6.68) - -
and (ii) below)
Increase in Other expenses (refer note 61.15 - -
(iii) below)
Note: Inter Company eliminations mainly comprise of below mentioned transactions:
(i) Loans given and taken, including accrued interest thereon amounting to INR 1,031.58 million
between entities forming part of the Group and / or Target Entities, including elimination of
interest income and expense amounting to INR 5.83 million; and
(ii) Investment of INR 1,200.00 million made by the Group in OCDs issued by an entity forming
of Proposed Acquisitions group, along with the related balances / transactions recognised by
the counter entity viz. Borrowings, equity component of OCDs recognised in Other equity and
finance cost on unwinding of borrowings amounting to INR 423.47 million, INR 777.38 million
and INR 0.85 million respectively; and
487Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
(iii) During the financial year ended March 31, 2025, Proposed acquisition entities have incurred
a cost of INR 61.15 million in relation to the acquisition of Elevate UAE entities, which is
debited to Other equity – Retained Earnings, being cost incurred on behalf of its shareholders
(both being common control entities). Accordingly, for the purpose of prepared of the
Unaudited Proforma Financial Information, the said cost has been reclassified to Other
expenses.
5. Regroupings / Reclassifications
These adjustments reflect the regroupings / reclassifications carried out for the like transactions
and other events in similar circumstances to ensure uniformity of the Target Entities groupings /
classifications with that of Company’s groupings / classifications.
Adjustments made w.r.t. regroupings / reclassifications are as under:
(figures in INR Million)
Particulars As at / For the As at / For the As at / For the
year ended year ended year ended
March 31, 2025 March 31, 2024 March 31, 2023
Unaudited Proforma Balance Sheet
Assets
Increase in Finance lease receivables 1,311.46 1,498.45 1,480.98
(refer note (i) below)
Decrease in Other non-current (1,311.46) (2,577.14) (2,355.56)
financial assets (refer note (i) and
(ii) below)
Increase in Other non-current assets - 1,078.69 874.58
(refer note (ii) below)
Decrease in other current financial - (2.12) (1.26)
assets (refer note (iii) below)
Increase in other current assets - 2.12 1.26
(refer note (iii) below)
Liabilities
Increase in Trade payables (refer 14.07 10.08 8.35
note (iv) below)
Decrease in Other current financial (14.07) (10.08) (8.35)
liabilities (refer note (iv) below)
Unaudited Proforma Statement of
Profit and Loss
Increase in Finance costs (refer note - 168.54 -
(v) below)
Decrease in Other expenses (refer - (168.54) -
note (v) below)
Note: Regroupings / reclassifications comprise of the following:
(i) Reclassification of finance lease receivables from other financial assets to finance lease
receivables;
488Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
(ii) Reclassification of lease equalization reserve from other financial assets to other assets;
(iii) Reclassification of balances with government authorities from other current financial assets
to other current assets
(iv) Reclassification of accrual of expense from other current financial liabilities to trade
payables; and
(v) Reclassification of loss on de-recognition / settlement of financial liability from other
expense to finance costs.
6. Restatements
Purelearn Eduinfra Hyderabad Private Limited (‘PEHPL’) has taken a land on lease for a period of
22 years effective from July 1, 2017. Subsequently on October 10, 2017, PEHPL has entered into a
sub-lease agreement of the said land for a period of 19 years and 11 months. Till March 31, 2023,
the management had classified the said sub-lease arrangement as an operating lease. During the
year ended March 31, 2024, the management of PEHPL re-assessed the sub-lease agreement terms
and concluded the said arrangement as a finance lease. Accordingly, the management has restated
financial statements for the year ended March 31, 2023 in accordance with the requirements of
Ind AS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’.
The impact of the restatement pursuant to rectification on the financial statements for the year
ended March 31, 2023 is as under:
(figures in INR Million)
Particulars As reported in Restatement As per
General Restated
Purpose Financial
Financial Statements
Statements
Balance sheet
Property, plant and equipment 115.91 (115.91) -
Other non-current financial assets 960.68 336.21 1,296.89
Other equity 154.76 164.86 319.62
Deferred tax liabilities (net) 85.82 55.44 141.26
Statement of profit and loss
Revenue from operations 170.29 (11.02) 159.27
Depreciation and amortisation expense 7.06 (7.06) -
Deferred tax charge 11.24 (1.00) 10.24
7. Earnings per share
The acquisition of Target Entities does not involve issue of equity shares to the acquiree company
in lieu of the acquisition. While the amount raised from the proposed IPO would be used to fund
the acquisition of Target Entities, the number of shares to be issued under the IPO is currently not
ascertainable in absence of finalization of price at the current stage. As a result, Proforma Basic
EPS and Proforma Diluted EPS is not quantifiable for each of the years ended March 31, 2025, March
31, 2024 and March 31, 2023.
489Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
8. Other than those mentioned above, no additional adjustments or reclassifications have been made
to the Unaudited Proforma Financial Information to reflect any other transactions of the Company
or the Target Entities subsequent to March 31, 2025.
9. Qualifications / EOM in component audit reports
• In the audited financial statements of Purelearn Eduinfra Hyderabad Private Limited for
the year ended March 31, 2024:
“We draw attention to Note 36 of the Ind AS financial statements which describes the
impact of the adjustment related to the rectification of incorrect accounting treatment
of land lease which has led to a restatement of the financial statements as at and for the
year ended March 31, 2023 and as at April 1, 2022. Our opinion is not modified in respect
of this matter.”
• In the audited special purpose carve out Ind AS financial statements of on-campus hostels
and accommodation managing business of Zolostays Property Solutions Private Limited for
the year ended March 31, 2025:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial Statements
which describes the purpose and basis of accounting the Special Purpose Carve Out Ind AS
Financial Statements. The Special Purpose Carve Out Financial Statements have been
prepared by the Company for the purpose of preparation of the Unaudited Proforma
Financial Information of Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) (“ECL”) for the year ended March 31, 2025 for inclusion in the Draft Red Herring
Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus (collectively, the
“Offer Documents”) to be filed by ECL with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI
ICDR Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed initial public
offering (‘IPO") of equity shares of face value of Rs. 1 each of the ECL. As a result, the
Special Purpose Carve Out Ind AS Financial Statements may not be suitable for another
purpose.
Our report is intended solely for your information and for use of ECL (the “Issuer”) in
connection with their preparation of Proforma Financial Information and for reliance,
reference and use of S R B C & CO LLP, in connection with their Report on the Compilation
of Unaudited Proforma Financial Information included in the Offer Documents in
connection with the proposed initial public offer of the Issuer. Our report should not be
used, referred to, or distributed for any other purpose except with our prior consent in
writing.
Our opinion is not qualified with respect to the above matters.”
490Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
• In the audited special purpose carve out Ind AS financial statements of on-campus hostels
and accommodation managing business of Zolostays Property Solutions Private Limited for
the year ended March 31, 2024:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial Statements
which describes the purpose and basis of accounting the Special Purpose Carve Out Ind AS
Financial Statements. The Special Purpose Carve Out Financial Statements have been
prepared by the Company for the purpose of preparation of the Unaudited Proforma
Financial Information of Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) (“ECL”) for the year ended March 31, 2024 for inclusion in the Draft Red Herring
Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus (collectively, the
“Offer Documents”) to be filed by ECL with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI
ICDR Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed initial public
offering (‘IPO") of equity shares of face value of Rs. 1 each of the ECL. As a result, the
Special Purpose Carve Out Ind AS Financial Statements may not be suitable for another
purpose.
Our report is intended solely for your information and for use of ECL (the “Issuer”) in
connection with their preparation of Proforma Financial Information and for reliance,
reference and use of S R B C & CO LLP, in connection with their Report on the Compilation
of Unaudited Proforma Financial Information included in the Offer Documents in
connection with the proposed initial public offer of the Issuer. Our report should not be
used, referred to, or distributed for any other purpose except with our prior consent in
writing.
Our opinion is not qualified with respect to the above matters.”
• In the audited special purpose carve out Ind AS financial statements of on-campus hostels
and accommodation managing business of Zolostays Property Solutions Private Limited for
the year ended March 31, 2023:
“We draw attention to Note 2.1 to Special Purpose Carve Out Ind AS Financial Statements
which describes the purpose and basis of accounting the Special Purpose Carve Out Ind AS
Financial Statements. The Special Purpose Carve Out Financial Statements have been
prepared by the Company for the purpose of preparation of the Unaudited Proforma
Financial Information of Elevate Campuses Limited (formerly known as Good Host Spaces
Limited) (“ECL”) for the year ended March 31, 2023 for inclusion in the Draft Red Herring
Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus (collectively, the
“Offer Documents”) to be filed by ECL with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI
ICDR Regulations”), Registrar of Companies, Mumbai, National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed initial public
offering (‘IPO") of equity shares of face value of Rs. 1 each of the ECL. As a result, the
Special Purpose Carve Out Ind AS Financial Statements may not be suitable for another
purpose.
491Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
Our report is intended solely for your information and for use of ECL (the “Issuer”) in
connection with their preparation of Proforma Financial Information and for reliance,
reference and use of S R B C & CO LLP, in connection with their Report on the Compilation
of Unaudited Proforma Financial Information included in the Offer Documents in
connection with the proposed initial public offer of the Issuer. Our report should not be
used, referred to, or distributed for any other purpose except with our prior consent in
writing.
Our opinion is not qualified with respect to the above matters.”
• In the audited special purpose financial statements of Elevate UAE Assetco Holdings Pte.
Ltd. for the period August 23, 2024 to March 31, 2025:
“We draw attention to Note 2.1 to the financial statements, which describes the basis of
accounting. The financial statements have been prepared for the financial period from
23 August 2024 (date of incorporation) to 31 March 2025, which is not the Company’s usual
financial year end of 31 December, in order to meet the requirements of the Company’s
stakeholder. As a result, the financial statements may not be suitable for another
purpose. Our opinion is not modified in respect of this matter.”
• In the audited special purpose financial statements of Souk HIS Holdings Pte. Ltd. for the
period August 23, 2024 to March 31, 2025:
“We draw attention to Note 2.1 to the financial statements, which describes the basis of
accounting. The financial statements have been prepared for the financial period from
23 August 2024 (date of incorporation) to 31 March 2025, which is not the Company’s usual
financial year end of 31 December, in order to meet the requirements of the Company’s
stakeholder. As a result, the financial statements may not be suitable for another
purpose. Our opinion is not modified in respect of this matter.“
• In the audited special purpose financial statements of Souk NLCS Holdings Pte. Ltd. for the
period August 23, 2024 to March 31, 2025:
“We draw attention to Note 2.1 to the financial statements, which describes the basis of
accounting. The financial statements have been prepared for the financial period from
23 August 2024 (date of incorporation) to 31 March 2025, which is not the Company’s usual
financial year end of 31 December, in order to meet the requirements of the Company’s
stakeholder. As a result, the financial statements may not be suitable for another
purpose. Our opinion is not modified in respect of this matter.“
• In the audited special purpose Ind AS financial statements of Purelearn Eduinfra Hisar
Private Limited for the year ended March 31, 2024:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial Statements 2024 which
describes the purpose and basis of accounting the Special Purpose Ind AS Financial
Statements 2024. The Special Purpose Financial Statements have been prepared by the
Company for the purpose of preparation of the Proforma Combined Financial Information
of Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for inclusion in the
Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus
(collectively, the “Offer Documents”) to be filed by ECL with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
492Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of INR 1 each of the ECL. As a
result, the Special Purpose Financial Statements may not be suitable for another purpose,
Company is proposed to be taken over by the Elevate Campuses Limited (formerly known
as Good Host Spaces Limited) as part of objects of the proposed IPO.
Our report is intended solely for the use of Company’s Board of Directors for the purpose
as specified above and should not be distributed to or used by other parties. We shall not
be liable to the Company or to any other concerned for any claims, liabilities or expenses
relating to this assignment. 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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
• In the audited special purpose Ind AS financial statements of Purelearn Eduinfra Hisar
Private Limited for the year ended March 31, 2023:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial Statements 2023 which
describes the purpose and basis of accounting the Special Purpose Ind AS Financial
Statements 2023. The Special Purpose Financial Statements have been prepared by the
Company for the purpose of preparation of the Proforma Combined Financial Information
of Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for inclusion in the
Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus
(collectively, the “Offer Documents”) to be filed by ECL with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of INR 1 each of the ECL. As a
result, the Special Purpose Financial Statements may not be suitable for another purpose,
Company is proposed to be taken over by the Elevate Campuses Limited (formerly known
as Good Host Spaces Limited) as part of objects of the proposed IPO.
Our report is intended solely for the use of Company’s Board of Directors for the purpose
as specified above and should not be distributed to or used by other parties. We shall not
be liable to the Company or to any other concerned for any claims, liabilities or expenses
relating to this assignment. 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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
493Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
• In the audited special purpose Ind AS financial statements of SMESPL for the year ended
March 31, 2024:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial Statements 2024 which
describes the purpose and basis of accounting the Special Purpose Ind AS Financial
Statements 2024. The Special Purpose Financial Statements have been prepared by the
Company for the purpose of preparation of the Proforma Combined Financial Information
of Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for inclusion in the
Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus
(collectively, the “Offer Documents”) to be filed by ECL with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of Rs. 1 each of the ECL. As a
result, the Special Purpose Financial Statements may not be suitable for another purpose,
Company is proposed to be taken over by the Elevate Campuses Limited (formerly known
as Good Host Spaces Limited) as part of objects of the proposed IPO.
Our report is intended solely for the use of Company’s Board of Directors for the purpose
as specified above and should not be distributed to or used by other parties. We shall not
be liable to the Company or to any other concerned for any claims, liabilities or expenses
relating to this assignment. 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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
• In the audited special purpose Ind AS financial statements of SMESPL for the year ended
March 31, 2023:
“We draw attention to Note 2.1 to Special Purpose Ind AS Financial Statements 2023 which
describes the purpose and basis of accounting the Special Purpose Ind AS Financial
Statements 2023. The Special Purpose Financial Statements have been prepared by the
Company for the purpose of preparation of the Proforma Combined Financial Information
of Elevate Campuses Limited (formerly known as Good Host Spaces Limited) (“ECL”) for
the years ended March 31, 2025, March 31, 2024 and March 31, 2023 for inclusion in the
Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and prospectus
(collectively, the “Offer Documents”) to be filed by ECL with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the “SEBI ICDR Regulations”), Registrar of Companies, Mumbai, National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in connection with Proposed
initial public offering (‘IPO") of equity shares of face value of Rs. 1 each of the ECL. As a
result, the Special Purpose Financial Statements may not be suitable for another purpose,
Company is proposed to be taken over by the Elevate Campuses Limited (formerly known
as Good Host Spaces Limited) as part of objects of the proposed IPO.
494Elevate Campuses Limited (formerly known as Good Host Spaces Limited)
CIN: U74994MH2005PLC339336
Notes to the Unaudited Proforma Financial Information as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023
Our report is intended solely for the use of Company’s Board of Directors for the purpose
as specified above and should not be distributed to or used by other parties. We shall not
be liable to the Company or to any other concerned for any claims, liabilities or expenses
relating to this assignment. 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 without our prior consent in writing.
Our opinion is not modified in respect of this matter.”
As per our report of even date For and on behalf of the Board of Directors of
For S R B C & CO LLP Elevate Campuses Limited (formerly known
Chartered Accountant as Good Host Spaces Limited)
ICAI Firm Registration No.: 324982E/E300003
Abhishek Agarwal Mukesh Tiwari Vinod Rao
Partner Director Chief Financial Officer
Membership No.: 112773 DIN: 06599112 & Director
DIN: 11291901
Place: Mumbai
Date: September 26, 2025
Nishthi H. Dharmani
Company Secretary
Place: Mumbai
Date: September 26, 2025
495FINANCIAL STATEMENTS FOR K-12 ENTITIES AND CAMPUSES
The audited financial statements of K-12 Entities and Campuses as at and for the financial years ended March 31,
2025, March 31, 2024, and March 31, 2023, are available on the website of our Company at
https://elevatecampuses.com/investors.
Additionally, please scan this QR code to view the audited financial statements of K-12 Entities and Campuses
as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023:
496OTHER FINANCIAL INFORMATION
The audited standalone financial statements of (i) our Company; and (ii) our Material Subsidiary, Good Host
Spaces (Sonipat) Private Limited as at and for the financial years ended March 31, 2025, March 31, 2024, and
March 31, 2023 and Good Host Spaces (Jagdishpur) Private Limited as at and for the financial year ended March
31, 2025 (“Standalone Financial Statements”) are available on the website of our Company at
https://elevatecampuses.com/investors. The Standalone Financial Statements and the reports thereon, do not and
will not constitute, (i) a part of this Draft Red Herring Prospectus, (ii) the Red Herring Prospectus, or (iii) the
Prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement,
an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The
Standalone Financial Statements and the reports thereon, should not be considered as part of information that any
investor should consider to subscribe for or purchase any securities of our Company, or any entity in which it or
its shareholders have significant influence (collectively, the “Group”) and should not be relied upon or used as a
basis for any investment decision. Due caution is advised when accessing and placing reliance on any historic or
other information available in the public domain. None of its advisors, nor any Book Running Lead Managers 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 Standalone Financial
Statements, or the opinions expressed therein.
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given
below:
As at and for the Fiscal ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated Basic earnings per Equity Share(1) (in ₹) 23.81 17.94 13.11
Restated Diluted earnings per Equity Share(2) (in ₹) 23.81 17.86 13.05
EBITDA (2A)(in ₹ million) 2,593.16 2,201.29 1,866.37
Earnings before Interest, Tax, Depreciation and 2,699.88 2,301.95 2,034.69
amortisation and exceptional items(3) (in ₹million)
Net Worth (in ₹million) 7,027.09 6,557.70 5,769.88
Return on Net Worth(4) (%) 7.49% 6.05% 5.03%
Net Asset Value per Equity Share(5) (in ₹) 317.90 291.27 256.28
Notes:
(1)Restated Basic EPS (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of shares outstanding
during the year.
(2) Restated Diluted EPS (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of dilutive equity shares.
(2A)EBITDA = Profit/ (loss) for the year plus total tax expense plus depreciation & amortisation expense plus finance costs during the year.
(3) Earnings before Interest, Tax, Depreciation and amortisation and exceptional items = Profit/ (loss) for the year plus total tax expense plus
depreciation & amortisation expense plus finance costs plus exceptional items during the year
(4) Return on net worth (%) = Profit/loss for the period attributable to owners / Net worth at the end of the period.
(5) Net asset value per Equity Share (₹) = Net worth as at the end of the year / closing number of equity shares as at the end of the year.
Reconciliation of Non-GAAP Financial Measures
Also see, “Risk Factor - Certain non-generally accepted accounting principle financial measures and other
statistical information relating to our operations and financial performance have been included in this Draft 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 with those presented by other companies.” on page 70.
(A) On restated basis:
Reconciliation from Restated profit for the year to EBIT and Earnings before Interest, Tax and
exceptional items
Particulars For the year ended
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million)
Restated profit for the year (A) 290.03 396.89 526.51
Total tax expense (B) 101.97 224.44 298.88
Restated profit before tax (C=A+B) 392.00 621.33 825.39
Finance costs (D) 1,036.23 1,092.34 1,255.42
EBIT (E=C+D) 1,428.23 1,713.67 2,080.81
Exceptional items (F) 168.32 100.66 106.73
497Earnings before Interest, Tax and exceptional items (G=E+F) 1,596.55 1,814.33 2,187.54
Reconciliation from Restated profit for the year to Earnings before Interest, Tax, Depreciation
and amortisation and exceptional items, EBITDA Margin (in %) and % margin of Earnings
before Interest, Tax, Depreciation and amortisation and exceptional items
Particulars For the year ended
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million, unless otherwise stated)
Restated profit for the year (A) 290.03 396.89 526.51
Total tax expense (B) 101.97 224.44 298.88
Restated profit before tax (C=A+B) 392.00 621.33 825.39
Finance costs (D) 1,036.23 1,092.34 1,255.42
Depreciation and amortisation expenses (E) 438.14 487.62 512.35
EBITDA (F=C+D+E) 1,866.37 2,201.29 2,593.16
Exceptional items (G) 168.32 100.66 106.73
Earnings before Interest, Tax, Depreciation and 2,034.69 2,301.95 2,699.89
amortisation and exceptional items (H=F+G)
Revenue from operations (I) 2,925.01 3,470.01 3,698.11
Other Income (J) 84.16 156.07 243.16
Total Income (K=I+J) 3,009.17 3,626.08 3,941.27
EBITDA Margin (in %) (F / K) 62.02% 60.71% 65.80%
% Margin of Earnings before Interest, Tax, Depreciation and 67.62% 63.48% 68.50%
amortisation and exceptional items (H / K) (in %)
Reconciliation of restated profit margin
Particulars For the year ended
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million, unless otherwise stated)
Restated profit for the year (A) 290.03 396.89 526.51
Total Income (B) 3,009.17 3,626.08 3,941.27
Restated profit margin (in %) (A/B) 9.64% 10.95% 13.36%
Reconciliation of Net Debt and Net Debt to EBITDA ratio
Particulars As at and for the year ended
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million, unless otherwise stated)
Non-current liabilities - Financial liabilities - Borrowings (A) 9,456.50 8,852.01 11,837.29
Current liabilities - Financial liabilities - Borrowings (B) 804.65 995.10 228.67
Total Borrowings (C=A+B) 10,261.15 9,847.11 12,065.96
Cash and cash equivalents (D) 837.88 774.02 3,067.30
Other bank balances - Fixed deposits having original maturity of 421.75 867.63 234.44
more than three months but less than twelve months (E)
Other financial assets - Current - Fixed deposits with remaining 572.96 574.93 1,073.34
maturity for less than 12 months (F)
Other financial assets - Non current - Fixed deposits with more than 13.49 39.32 15.24
12 months maturity (G)
Current Assets - Financial Assets - Investments (H) 15.25 288.14 722.75
Net Debt (I=C-D-E-F-G-H) 8,399.82 7,303.07 6,952.89
EBITDA (J) 1,866.37 2,201.29 2,593.16
Net Debt to EBITDA ratio (I / J) (in times) 4.50 3.32 2.68
Reconciliation of Adjusted Capital Employed and Return on Adjusted Capital Employed (in %)
Particulars As at and for the year ended
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million, unless otherwise stated)
Equity share capital (A) 22.12 22.12 22.11
Other equity (B) 5,747.76 6,535.58 7,004.98
Total Equity (C=A+B) 5,769.88 6,557.70 7,027.09
498Non-current liabilities - Financial liabilities - Borrowings (D) 9,456.50 8,852.01 11,837.29
Current liabilities - Financial liabilities - Borrowings (E) 804.65 995.10 228.67
Total Borrowings (F=D+E) 10,261.15 9,847.11 12,065.96
Deferred Tax Liability (Net) (G) 130.12 327.68 624.25
Deferred Purchase Consideration (H) 169.90 1,926.07 2,110.00
Adjusted Capital Employed (I=C+F+G+H) 16,331.05 18,658.56 21,827.30
Earnings before Interest, Tax and exceptional items (J) 1,596.55 1,814.33 2,187.54
Return on Adjusted Capital Employed (in %) (J / I) 9.78% 9.72% 10.02%
Reconciliation of Net Asset Value per Equity Share
Particulars As at
31-Mar-23 31-Mar-24 31-Mar-25
(₹ million, unless otherwise stated)
Equity share capital (A) 22.12 22.12 22.11
Other equity (B) 5,747.76 6,535.58 7,004.98
Net Worth (C=A+B) 5,769.88 6,557.70 7,027.09
Closing Number of Equity Shares as at the end of the year (in Nos) 22.51 22.51 22.10
Net Asset Value per Equity Share (in INR) 256.28 291.27 317.90
(B) On Pro forma basis
Reconciliation of Proforma profit for the year to EBIT and Earnings before Interest, Tax and
exceptional items
Proforma
Partic ulars FY25 FY24 FY23
(₹ million)
Profit for the year (A) 903.42 196.04 372.85
Total tax expense (B) 465.88 733.72 152.31
Profit before tax (C=A+B) 1,369.30 929.76 525.16
Finance costs (D) 1,848.96 1,871.47 1,819.85
EBIT (E=C+D) 3,218.26 2,801.23 2,345.01
Exceptional items (F) 106.73 100.66 168.32
Earnings before Interest, Tax and exceptional items 3,324.99 2,901.89 2,513.33
(G=E+F)
Reconciliation of Proforma profit for the year to Earnings before Interest, Tax, Depreciation and
amortisation and exceptional items, EBITDA Margin (in %) and % margin of Earnings before
Interest, Tax, Depreciation and amortisation and exceptional items
Proforma
Partic ulars FY25 FY24 FY23
(₹ million)
Restated profit for the year (A) 903.42 196.04 372.85
Total tax expense (B) 465.88 733.72 152.31
Restated profit before tax (C=A+B) 1,369.30 929.76 525.16
Finance costs (D) 1,848.96 1,871.47 1,819.85
Depreciation and amortisation expenses (E) 858.31 775.80 681.28
EBITDA (F=C+D+E) 4,076.57 3,577.03 3,026.29
Exceptional items (G) 106.73 100.66 168.32
Earnings before Interest, Tax, Depreciation and 4,183.30 3,677.69 3,194.61
amortisation and exceptional items (H=F+G)
Revenue from operations (I) 5,591.55 5,212.23 4,345.83
Other Income (J) 322.63 231.47 155.41
Total Income (K=I+J) 5,914.18 5,443.70 4,501.24
EBITDA Margin (in %) (F / K) 68.93% 65.71% 67.23%
% Margin of Earnings before Interest, Tax, 70.73% 67.56% 70.97%
Depreciation and amortisation and exceptional items
(H / K) (in %)
Reconciliation of proforma profit / (loss) margin
Proforma
Particulars FY25 FY24 FY23
499(₹ million)
Restated profit for the year (A) 903.42 196.04 372.85
Total Income (B) 5,914.18 5,443.70 4,501.24
Restated profit / (loss) margin (in %) 15.28% 3.60% 8.28%
Reconciliation of Net Debt and Net Debt to EBITDA ratio
Proforma
Partic ulars FY25 FY24 FY23
(₹ million)
Non-current liabilities - Financial liabilities - 28,672.90 13,684.84 13,893.68
Borrowings (A)
Current liabilities - Financial liabilities - Borrowings (B) 541.80 1,266.63 1,375.27
Total Borrowings (C=A+B) 29,214.70 14,951.47 15,268.95
Cash and cash equivalents (D) 12,980.48 1,998.19 2,653.09
Other bank balances - Fixed deposits having original 234.44 867.63 440.07
maturity of more than three months but less than twelve
months (E)
Other financial assets - Current - Fixed deposits with 1,073.34 574.93 590.99
remaining maturity for less than 12 months (F)
Other financial assets - Non current - Fixed deposits with 222.77 273.27 189.45
more than 12 months maturity (G)
Other financial assets - Non current - Fixed deposit with 42.34 - -
bank (lien against the term loan) (H) - Restricted deposits
(H)
Current Assets - Financial Assets - Investments (I) 722.75 160.88 -
Acquisition Adjustments - K12 entities - Cash component - 1,810.00 2,579.01
of CCD in K12 (J)
Net Debt (K=C-D-E-F-G-H-I+J) 13,938.58 12,886.56 13,974.38
EBITDA (L) 4,076.57 3,577.03 3,026.29
Net Debt to EBITDA ratio (K / L) (in times) 3.42 3.60 4.62
Reconciliation of Adjusted Capital Employed (in %)
Proforma
Partic ulars FY25 FY24 FY23
(₹ million)
Equity share capital (A) 11,088.94 11,088.95 11,088.96
Other equity (B) 2,322.61 1,401.50 830.28
Total Equity (C=A+B) 13,411.55 12,490.45 11,919.24
Non-current liabilities - Financial liabilities - Borrowings 28,672.90 13,684.82 13,893.68
(D)
Current liabilities - Financial liabilities - Borrowings (E) 541.80 1,266.63 1,375.27
Total Borrowings (F=D+E) 29,214.70 14,951.45 15,268.95
Acquisition adjustment of Dubai Entity (G) 10,520.02 - -
Adjusted Borrowings (H=F-G) 18,694.68 14,951.45 15,268.95
Deferred Tax Liability (Net) (I) 1,554.06 1,135.91 452.09
Deferred Purchase Consideration (J) 2,110.00 1,926.07 169.90
Adjusted Capital Employed (K=C+G+H+I) 35,770.29 30,503.90 27,810.18
Earnings before Interest, Tax and exceptional items (L) 3,324.99 2,901.89 2,513.33
Return on Adjusted Capital Employed (in %) (K / L) 9.30% 9.51% 9.04%
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 Transactions read with 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 Statement, see
“Restated Consolidated Summary Statement – Note – 39 – Related Party Transactions” on page 439.
500MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Unless otherwise stated, references in this section to “we”, “our”, or “us” are to our Company and our
Subsidiaries as at and during March 31, 2025, 2024 and 2023 (on restated basis) (collectively, the “Balance
Sheet Date Group”). We have acquired (i) acquired (a) student accommodation management business and related
assets (“ScholarZ”), and (b) Elevate UAE Assetco Holdings Pte. Ltd. (including its subsidiaries, Souk HIS
Holdings Limited (“Souk HIS UAE”), Souk NLCS Holdings Limited (“Souk NLCS UAE”), Souk HIS Holdings
Pte. Ltd. (“Souk HIS Singapore”) and Souk NLCS Holdings Pte. Ltd. (“Souk NLCS Singapore”)); and (ii)
transferred our rights, title and interest in the student accommodation business at one HEI in Karnataka (“HEI
Karnataka”) between April 1, 2025 and the date of this Draft Red Herring Prospectus (collectively with the
Balance Sheet Date Group, the “Pre-Acquisition Group”). For further details in relation to the acquisitions and
transfers of rights, title and interest, see “History and Certain Corporate Matters - Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in
the last 10 years” on page 338. Further, we have entered into securities purchase agreements to acquire IS
Chintamani, IS Tumkur, IS Kadiri, IS Korba, IS Gurgaon, SMESPL, PE Kanakapura, PE Bangalore, PE
Ramanagara, PE Hyderabad, PE Bowenpally, PE Hisar, PE Chennai and CE Bangalore (collectively, the “K-12
Entities and Campuses”) with the Net Proceeds of the Issue (the “Proposed Acquisitions”). For further details,
see “Objects of the Issue” and “Proposed Acquisitions” on pages 123 and 270, respectively. Upon completion
of the Proposed Acquisitions, the K-12 Entities and Campuses will become the subsidiaries of our Company.
Among the K-12 Entities and Campuses, PE Ramanagara and CE Bangalore, own student accommodation
facilities, managed by the respective higher education institutions (“HEIs”), i.e., SET Hostel and IFIM College
Hostel, respectively. References to the “Post-Acquisition Group” are to the Pre-Acquisition Group and the K-12
Entities and Campuses, collectively. Unless otherwise indicated or the context otherwise requires, we have
provided all operational information included herein as of or for the Academic Years 2025, 2024 and 2023, for
the Balance Sheet Date Group.
You should read the following discussion of our financial condition and results of operations together with our
restated consolidated financial statements as of and for the Financial Years ended March 31, 2025, 2024 and
2023, including the related notes, schedules and annexures. These restated consolidated financial statements are
based on our audited consolidated financial statements and are restated in accordance with the Companies Act,
2013, and the ICDR Regulations. Our audited consolidated financial statements are prepared in accordance with
Indian Accounting Standards (“Ind AS”), which differs in certain material respects with IFRS and U.S. GAAP.
See “Risk Factors – Risks Related to India – Significant differences exist between Ind AS used to prepare our
financial information and other accounting principles, such as IFRS and U.S. GAAP, with which investors may
be more familiar” on page 79. Unless otherwise stated, the discussions and analysis of financial condition and
results of operations in this section do not take into account the Proposed Acquisitions, which will take place after
March 31, 2025. Additionally, we have presented unaudited pro forma financial information for Financial Years
2025, 2024 and 2023 in this section, which are based on Unaudited Proforma Financial Information, to illustrate
the impact of the acquisition of ScholarZ, Elevate UAE Asset Holdings Pte. Ltd. (including its subsidiaries Souk
HIS UAE, Souk NLCS UAE, Souk HIS Singapore and Souk NLCS Singapore) and the Proposed Acquisitions on
our financial position, as if the acquisitions had taken place (i) on March 31, 2025, March 31, 2024 and March
31, 2023, respectively, for the purpose of unaudited proforma balance sheet as at March 31, 2025, March 31,
2024 and March 31, 2023; and (ii) on April 1, 2024, April 1, 2023 and April 1, 2022, respectively, for the purpose
of unaudited proforma statement of profit and loss for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023.
Our Financial Year ends on March 31 of each year, and all references to a particular Financial Year are to the
twelve-month period ended March 31 of that year. This discussion contains forward-looking statements that
involve risks and uncertainties and reflects our current view with respect to future events and financial
performance.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Industry Report on the K-12 Education & Student Accommodation Sector in India” dated September 26, 2025
(collectively, the “CBRE Report”), prepared and released by CBRE South Asia Private Limited (“CBRE”),
which have been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to
an engagement letter dated January 28, 2025. A copy of the CBRE Report is available on the website of our
Company at www.elevatecampuses.com/investors. Unless otherwise indicated, financial, operational, industry
and other related information derived from the CBRE Report and included herein with respect to any particular
year refers to such information for the relevant calendar year. The information included in this section includes
excerpts from the CBRE Report and may have been re-ordered by us for the purposes of presentation. For more
501information, see “Risk Factors – This Draft Red Herring Prospectus contains information from third parties,
including an industry report prepared by an independent third-party research agency, CBRE, which we have
exclusively commissioned and paid for to confirm our understanding of our industry exclusively in connection
with the Issue and reliance on such information for making an investment decision in the Issue is subject to
inherent risks.” on page 70.. Also see, “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Industry and Market Data” on page 33.
Overview of the Balance Sheet Date Group
We own, operate and manage on-campus student accommodation across HEIs. We enable HEIs to offer quality
learning environments that support student development and foster all-round growth. Our mission is to build
inclusive educational communities by delivering modern student accommodation that nurture student wellbeing
and holistic development. Our portfolio comprises both owned and managed assets.
Our comprehensive operating capabilities including deal sourcing, site selection, development, asset acquisition,
asset repositioning and community engagement, enable us to streamline non-core operations for HEIs, allowing
them to focus on delivering academic outcomes, ensuring skill development and managing academic curriculum
which is core to their business. We believe being an institutionalized, independent, scaled operator early on affords
us strategic advantages, including enhanced credibility and trust with HEIs and K-12 Operators. We also benefit
from increased operational efficiency and superior service quality. We collaborate with leading educational
institutions known for their academic outcomes, accreditations, faculty credentials, research contributions and
placement records.
For our student accommodation business, we deliver a comprehensive suite of services that create a “home-away-
from-home” experience for students. Our offerings extend beyond quality modern accommodation to include
dining, laundry, gym, sports amenities, medical care, campus security and other services. We further enhance
campus ecosystems with retail outlets and recreation facilities, supporting overall student convenience and
engagement.
For student accommodation in our Owned Portfolio, we typically enter into long-term contracts with HEIs with
minimum occupancy guarantees, providing strong cash flow predictability and resilience against externalities. For
our Managed Portfolio in student accommodation business, our management contracts typically range from three
to five years, where applicable, enabling us to expand our footprint in the student accommodation sector through
an asset-light model that enhances our brand presence and operating margins.
For details of the Post-Acquisition Group, see “Our Business – Overview” on page 234.
Significant Factors Affecting Our Results of Operations
Our results of operations and financial condition are affected by a number of important factors, including:
Student accommodation in our Owned Portfolio
We own, operate and manage on-campus student accommodation across HEIs. Our portfolio comprises both
owned and managed assets. During the past three Financial Years, substantially all of our revenue was derived
from student accommodation in our Owned Portfolio, as set out below:
For the Financial For the Financial For the Financial
Particulars
Year 2025 Year 2024 Year 2023
3,670.01 3,460.15 2,925.01
Revenue from student accommodation in
our Owned Portfolio (in ₹ million)
Revenue from student accommodation in 99.24% 99.72% 100.00%
our Owned Portfolio, as a percentage of
revenue from operations of the Balance
Sheet Date Group for the relevant Financial
Year (in %)
502For the Financial For the Financial For the Financial
Particulars
Year 2025 Year 2024 Year 2023
Revenue from our student accommodation 28.10 9.86 -
in our Managed Portfolio (in ₹ million)
Revenue from our student accommodation 0.76% 0.28% -
in our Managed Portfolio, as a percentage
of revenue from operations of the Balance
Sheet Date Group for the relevant Financial
Year (in %)
As of March 31, 2025, our student accommodation for ‘Owned Portfolio’ comprised six student accommodation
campuses totalling 17,995 beds. Revenues from our student accommodation for Owned Portfolio are primarily
derived from revenue from lease rentals, comprising rental income and interest income on finance lease, and
revenue from contracts with customers, comprising facility management fees. Other than for County, which is
vacant as of August 31, 2025 and Woodstock, which remains vacant and unleased with effect from September 28,
2025, we typically enter into long-term contracts with HEIs (which generally range from 50 to 60 years) which
include minimum occupancy guarantees and/or lock-ins, providing strong cash flow predictability and resilience
against externalities across economic cycles. For example, during the COVID-19 pandemic, the minimum
occupancy guarantees in our hostel service agreements with HEIs protected our revenue streams and cushioned
the overall adverse effect of the pandemic on our business during the Academic Years 2021 and 2022.
Further, the terms of contracts with Manipal University, Jaipur, provide for specified annual fee escalations during
the entire tenure of the contracts, and the terms of our contracts with one of the HEIs in our Owned Portfolio
located in Himachal Pradesh (“HEI Himachal Pradesh”) and one of the HEIs in our Owned Portfolio located in
Haryana (“HEI Haryana”), the terms of the contract provide for annual fee escalations capped at annual inflation
rates or agreed-upon escalation rates (between 5% and 6%), as applicable, subject to specified terms in the
respective contracts. Fee escalations have contributed significantly to our growth in revenue over the past three
Financial Years. To support our fee structure and drive fee expansion, we also provide ancillary services and
amenities such as mess and laundry services, vending machines, campus events, retail outlets, cafeteria and gym
facilities. Our revenue from operations increased to ₹3,698.11 million during the Financial Year 2025 from
₹3,470.01 million during the Financial Year 2024, of which an increase of ₹169.35 million was attributable to
escalations in student hostel fees across HEIs during the Financial Year 2025. Our revenue from operations
increased to ₹3,470.01 million during the Financial Year 2024 from ₹2,925.01 million during the Financial Year
2023, of which an increase of ₹217.21 million was attributable to escalations in student hostel fees across HEIs
during the Financial Year 2024.
Further, with respect to student accommodation in our Owned Portfolio, we regularly incur capital expenditure to
maintain and upkeep the student accommodation campuses. Our capital expenditure incurred for purchase of
property, plant and equipment and investment property and purchase of intangible assets amounted to ₹69.88
million and ₹0.27 million respectively in the Financial Year 2025, ₹94.28 million and ₹6.97 million respectively
in the Financial Year 2024 and ₹104.63 million and ₹0.27 million respectively in the Financial Year 2023. Going
forward, our capital expenditure incurred towards maintaining and upkeeping the student accommodation
campuses may increase, particularly as the campuses become older and require more maintenance and repairs.
Thus, any decrease in occupancy rates (particularly when such decrease takes place above the minimum occupancy
guarantee, pursuant to our contracts with HEIs) may adversely affect our results of operations. See “Risk Factors
– The Balance Sheet Date Group derived 100.00% of its revenue from operations in the last three Financial Years,
from the student accommodation business. Any inability to maintain occupancy rates or uphold our contractual
terms may adversely affect our business, results of operations, financial condition and cash flows.” on page 40.
Going forward, through the acquisition of ScholarZ on April 11, 2025, which has strengthened our capabilities
relating to services for administration and management of student accommodation facilities, we expect our revenue
from Managed Portfolio for student accommodation business to increase in the future.
Our recent acquisitions and our expansion plans
We have over time completed a number of acquisitions. During the Financial Year 2024, we acquired the business
of a hostel block from HEI Haryana, thereby increasing our number of beds by 1,320 during the Financial Year
5032024. Further, since April 1, 2025, we have acquired ScholarZ, Souk HIS UAE and Souk NLCS UAE, enabling
us to expand our existing student accommodation business, our presence in the K-12 Assets vertical and our
geographical presence to Dubai. For details, see “Our Business – Description of Our Business – Recent
Acquisitions” on page 314. Further, we intend to utilize a portion of the Net Proceeds of the Issue towards acquiring
the K-12 Entities and Campuses.
We aim to expand our footprint within the education services sector through strategic acquisitions. Our acquisition
strategy for the student accommodation business is to target HEIs based on academic reputation, historical
enrolment patterns, governance standards and anticipated growth. For the K-12 Assets business, we target schools
that have a proven track record, strong local community reputation and demonstrated enrolment growth potential.
Acquiring new businesses can expand our presence in existing and adjacent business verticals, both in and outside
of India. However, acquiring new businesses require significant efforts resulting in additional costs and require
significant management time.
Pre-acquisition
• We have incurred significant costs in identifying suitable acquisition opportunities and conducting due
diligence on potential targets, including in cases where we did not eventually complete the acquisition; and
• We had availed (i) a loan of ₹6,000 million from HDFC Bank for financing the acquisition of 5,575 beds in
GHS Sonipat in the Financial Year 2020; (ii) a loan of ₹418.27 million from Axis Bank for financing the
acquisition of 1,604 beds in HEI Himachal Pradesh in the Financial Year 2020; and (iii) a loan of
₹5,003.40 million from IDFC First Bank for financing the acquisition of 5,920 beds in Manipal University,
Jaipur, 1,010 beds in County, 1,061 beds in one HEI in Karnataka (“HEI Karnataka”) and 1,162 beds in
Woodstock, in the Financial Year 2018. During the Financial Year 2025, each of these loans were refinanced,
with the relevant lending institutions being replaced with other lending institutions, to optimize the terms of
financing under each of these loans for our Company;
• The acquisition of the business of a hostel block from HEI Haryana during the Financial Year 2024 has
increased our number of beds by 1,320 during the Financial Year 2024, thereby expanding our presence in
the student accommodation business. The increase in our revenue from operations to ₹3,698.11 million for
the Financial Year 2025 from ₹3,470.01 million for the Financial Year 2024 and ₹2,925.01 million for the
Financial Year 2023, was partially attributable to the increase in revenue attributable to operations of a hostel
block in Haryana, which we acquired in August 2023. For details, see “- Our Results of Operations –
Financial Year 2025 compared to Financial Year 2024” and “- Our Results of Operations – Financial Year
2024 compared to Financial Year 2023” on pages 510 and 512, respectively.
Post- acquisition
• The acquisition of ScholarZ on April 11, 2025 has strengthened our capabilities relating to services for
administration and management of student accommodation facilities, including dining, laundry, mess and
facilities management services. We expect this acquisition to contribute to an increase in our revenue from
Managed Portfolio for student accommodation business, and improve our return on capital employed
through a more asset-light business model, going forward;
• The acquisitions of Souk HIS UAE and Souk NLCS UAE on September 23, 2025, have enabled us to expand
our geographical presence in Dubai. Expanding our presence beyond our geographical presence outside India
to Dubai, can diversify our revenue sources and have an impact on our overall revenue and profitability;
• We expect the acquisition of the K-12 Entities and Campuses to significantly grow and expand our presence
in the K-12 Assets vertical, which in turn will diversify our revenue sources beyond the student
accommodation business. We expect to leverage our existing industry expertise and relationships in the
education services sector to grow and expand our K-12 Assets vertical through the acquisition of the K-12
Entities and Campuses. For details, see “Our Business – Description of Our Business – Portfolio – K-12
Assets” on page 310;
• During the Financial Years 2025, 2024 and 2023, the pro forma revenue from operations of the Post-
Acquisition Group was ₹5,591.55 million, ₹5,212.23 million and ₹4,345.83 million, respectively; and
• In relation to these acquisitions, we expect to incur costs going forward for:
504o maintaining, refurbishing and upgrading the acquired student accommodation campuses;
o increasing student engagement through value-added services, such as gym facilities, mess and
laundry services, and amenities such as on-campus retail outlets; and
o expanding capacity of student accommodation campuses, including by increasing the number of
available beds.
The performance of the business of the Post-Acquisition Group will be subject to its ability to achieve anticipated
synergies, strategic benefits and operational efficiencies, across businesses that it recently acquired and intend to
acquire in the future. Integrating acquired businesses exposes the Post-Acquisition Group to a variety of potential
risks, including increased costs and disruption of existing operations. See “Risk Factors – Our Company proposes
to utilize 43.14% of the Gross Proceeds of the Issue for the Proposed Acquisition. We may not be able to achieve
operational efficiencies following the Proposed Acquisition, which may adversely affect our business, results of
operations, financial condition, and cash flows.” and “Risk Factors – If we are unable to successfully integrate
and realize the anticipated benefits from the businesses that we acquired or intend to acquire, including K-12
Entities and Campuses, our business, results of operations, financial condition, and cash flows could be adversely
affected.” on pages 43 and 48, respectively.
Macroeconomic conditions in the education services industry
Our results of operations are affected by macroeconomic conditions that affect the education services industry.
With a median age of 28.4 years in calendar year 2024 and forecasted to be 30.8 years in calendar year 2030, India
stands out as the youngest nation among the world’s largest economies by gross domestic product (“GDP”)
(Source: CBRE Report). In higher education, India has the highest number of HEIs in the world, with 58,642 HEIs
as of Academic Year 2022 (Source: CBRE Report). According to the CBRE Report, as income rise, household
allocations towards education are expected to increase, with the top 5% spending fractile (comprising
approximately 9.4 million households) dedicating approximately 8% of its budget to education, as compared to
approximately 3% for the bottom fractile, demonstrating a higher propensity to spend on education as income
increases.
Further, according to the CBRE Report, India’s HEI segment presents a significant opportunity for increased
penetration, with Gross Enrolment Ratio, which measures the enrolment at a specific level of education relative
to the population of the age group that is most appropriate for that level of education, of 31.0% (estimated) in
Academic Year 2024, as compared to 76.3% in Germany and 74.6% in China. Further, private HEI enrolments
grew at a CAGR of 7.4% between Academic Year 2012 and Academic Year 2022, according to the CBRE Report.
Further, according to the CBRE Report, as of calendar year 2024, state and deemed private universities comprised
approximately 44% of the top 200 NIRF-ranked universities, up from 33% in calendar year 2017. These factors
are expected to positively affect the education services industry and consequently our business and results of
operations. For details, see “Our Business – Our Market Opportunity” on page 300.
In addition to the above factors, the potential threats and challenges associated with the education sector include
economic uncertainty, inflation, interest rate fluctuations, geopolitical tension, trade tariffs, competition risk and
regulatory policy changes, among others (Source: CBRE Report). As we focus exclusively on the education
services segment, any adverse developments or regulatory restrictions towards the education services industry
may adversely affect our business and results of operations. Further, the education services industry in India was
severely affected by the outbreak of the COVID-19 pandemic in 2020 and 2021 due to a decrease in-person
teachings by educational institutions, on account of government-mandated restrictions on gathering and movement.
With the subsequent easing of COVID-19 related restrictions, our number of students, number of beds and
occupancy rates across our Owned and Managed student accommodation portfolio improved during the last three
Financial Years, as set out in the table below for the years indicated:
For the Academic For the Academic For the Academic
Particulars
Year 2025 Year 2024 Year 2023
Number of beds across student
17,995 17,995 16,540
accommodation (Owned Portfolio)^
Number of students across student
17,900 17,981 16,499
accommodation (Owned Portfolio)^
505For the Academic For the Academic For the Academic
Particulars
Year 2025 Year 2024 Year 2023
Occupancy rates across student
99.47% 99.92% 99.75%
accommodation (Owned Portfolio)*^ (%)
Number of beds under Elevate Campuses
Limited (Formerly known as Good Host 6,231 3,783 -
Spaces Limited) (Managed Portfolio)
*The occupancy rate (Owned Beds) is calculated as Total Owned Beds occupied during the year / Total Owned
Beds during the year.
^Includes HEI Karnataka. On April 9, 2025, we transferred our rights, title and interest in the student
accommodation business at HEI Karnataka and surrendered the leasehold rights over the underlying land to it.
For details, see “Risk Factors – The sale of our student accommodation business at HEI Karnataka, including the
surrender of leasehold rights over the underlying land, may affect our business, results of operations, financial
condition and cash flows.” on page 44.
Access to cost effective financing
Our continued growth and ability to execute our strategic objectives are dependent on access to cost-effective
financing. Our principal sources of financing comprise internally generated cash flows, supplemented by financing
arrangements, including term loans and overdrafts. As of March 31, 2025, 2024 and 2023, our total borrowings
was ₹12,065.96 million, ₹9,847.11 million and ₹10,261.15 million, respectively. For the Financial Year 2025,
2024 and 2023, our finance costs were ₹1,255.42 million, ₹1,092.34 million and ₹1,036.23 million, respectively,
representing 41.72%, 37.61% and 42.31% of our total expenses, respectively.
Our costs of financing and debt service obligations are influenced by a range of external factors, including
prevailing conditions in the Indian and global credit markets, interest rate movements and the availability of
liquidity in the debt markets. All of our borrowings are at variable interest rates, which are periodically reset based
on benchmark rates such as marginal cost of funds based lending rate, repo-linked lending rates, or other market-
linked indices. Consequently, any upward movement in these benchmark rates directly increases our interest
obligations, exposing us to volatility arising from macroeconomic factors such as changes in the Reserve Bank of
India’s monetary policy, inflationary trends, liquidity conditions, and shifts in market expectations. An increase
in interest rates, absent a commensurate increase in our operating income or cash inflows, may adversely impact
our profitability and liquidity, potentially reducing the funds available for capital expenditures, expansion plans,
or shareholder distributions. Further, higher interest rates may constrain our ability to refinance existing debt on
favorable terms or access additional capital, thereby affecting our growth prospects. Moreover, as we are required
to comply with certain key financial ratios (such as net debt to EBITDA ratio and interest coverage ratio) in
accordance with the financial covenants clauses in our borrowing agreements, higher interest rates may potentially
result in our breach of such financial covenants clauses, which may in turn entitle the lenders to demand immediate
or accelerated repayment of outstanding borrowings, thereby adversely affecting our liquidity and growth
prospects. During the Financial Years 2025, 2024 and 2023, an increase in interest rate on our loan and borrowings
of 0.50% would have resulted in a decrease in our restated profit before tax amounting to ₹(60.33) million,
₹(49.24) million and ₹(51.31) million, respectively.
Our ability to secure cost-effective financing is also closely linked to our credit ratings, which serve as a key
indicator for lenders in assessing our creditworthiness. We have received the following credit ratings on our
financing facilities as of March 31, 2025, 2024 and 2023:
As of March 31, Long term
Particulars loans/Short term
2025 2024 2023 loans
Company
Elevate Campuses Limited A+ A A Long Term Loans
506As of March 31, Long term
Particulars loans/Short term
2025 2024 2023 loans
(Formerly known as Good Host Spaces Limited)
Subsidiaries
Good Host Spaces (Shoolini) Pvt. Ltd. A- A- BBB+ Long Term Loans
Good Host Spaces (Sonipat) Pvt. Ltd. A A A- Long Term Loans
We have not experienced any downgrades to our credit ratings over the past three Financial Years. However, any
future downgrade of our credit ratings could significantly increase our finance costs, which in turn may adversely
affect our results of operations and cash flows. See “Risk Factors – A downgrade in our credit ratings may
adversely affect our ability to raise capital in the future” on page 73.
Competition
We operate in a highly competitive, rapidly evolving and largely fragmented student accommodation market.
According to the CBRE Report, the education market in many regions, including India, is becoming increasingly
competitive, with new entrants and established players expanding with high-grade infrastructure and specialized
programs, which in turn can pose a significant threat to the student intake and profitability of existing educational
institutions. Further, according to the CBRE Report, as competition intensifies, many established school chains
are also embracing private equity partnerships to scale infrastructure and associated services faster. Our success
is dependent on our ability to compete on a number of factors such as room rates, quality of accommodation,
service standards and brand recognition.
In addition, according to the CBRE Report, the unorganised rental and paying guest market, which currently caters
to a significant share of migrant students, typically operate at lower fees compared to the organised sector, and
therefore pose a significant threat to off-campus professionally managed student accommodation operators,
particularly in cost sensitive markets where tuition fees in HEIs may be low. If we respond to such pricing
pressures by reducing rental rates, offering promotional incentives or increasing spending on value-added services,
marketing and technology, our operating margins and profitability could be adversely affected. Conversely, if we
maintain or raise our rentals in the face of aggressive discounting by competitors, we may experience lower
occupancy rates. Further, such pricing pressure may also limit our ability to escalate or raise fees in the future,
which may adversely affect our growth prospects. For details, see “Risk Factors – The education infrastructure
industry is competitive and our inability to compete effectively may adversely affect our business, results of
operations, financial condition, and cash flows.” on page 51.
Significant accounting judgments, estimates and assumptions
The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply
judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical
estimate if: (1) we must make assumptions that were uncertain when the judgment was made, and (2) changes in
the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on our
financial position and the results that we report in our Restated Consolidated Financial Information. While we
believe that our estimates, assumptions, and judgments are reasonable, they are based on information available
when the estimate was made.
The preparation of our Restated Consolidated Summary Statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying 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.
Judgements
In the process of applying our accounting policies, our management has made the following judgements, which
have the most significant effect on the amounts recognised in the financial statements:
507Determining whether the hostel accommodation services (part of the hostel service agreement entered into by the
Group with the universities) is a finance lease arrangement – The Group as a lessor
We enter into long term non-cancellable hostel service agreements (generally for a period of 50 to 60 years) with
certain universities, whereby we provide hostel accommodation, facility management and related ancillary
services to the students of the universities. Further, throughout the agreement tenure, the universities have
committed minimum occupancy ranging from 80% to 100% of the overall hostel capacity. We apply judgement
in identification of lease component in whole arrangement, determination of minimum lease payment and
allocation of consideration into non lease component.
Estimates and assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that 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 assumptions and estimates on parameters available
when the financial statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond our control. Such changes
are reflected in the assumptions when they occur.
a) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits together with future tax planning strategies.
b) Defined benefit plans (gratuity and compensated absences benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits 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 where remaining maturity of
such bond correspond to expected term of defined benefit obligation.
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 and gratuity increases are based on expected
future inflation rates.
Further details about gratuity obligations are given in the notes to the Restated Consolidated Summary Statements.
c) Useful lives of property, plant and equipment and investment properties
We use our technical expertise along with historical and industry trends for determining the economic life of an
asset / component of an asset. The useful lives are reviewed by management periodically and revised, if appropriate.
In case of a revision, the unamortized depreciable amount is charged over the remaining useful life of the assets.
Key Components of our Restated Summary Statement of Profit and Loss
The key components of our restated summary statement of profit and loss are described below:
Income
Revenue from operations. Revenue from operations comprises revenue from lease rentals and revenue from
contracts with customers.
508Revenue from lease rentals consists of rental income and interest income on finance lease, which is primarily
derived from our student accommodation business (Owned Portfolio). The properties with respect to our Owned
Portfolio for student accommodation business are located on a mix of leasehold land (with a land lease tenure
ranging from 30 to 60 years) and freehold land. A sub-lease which we enter with clients is classified as a finance
lease where the sub-lease is for the whole of the head-lease term.
Revenue from contracts with customers consist of facility management fees and other operating income, which is
primarily derived from our Owned and Managed Portfolios for student accommodation business. Our facility
management services include hostel facilities and amenities, mess-cum-dining services, laundry, gardening,
horticulture and landscaping, pest control, waste disposal, security and other related services. Other operating
income includes recovery from fines towards students (for example, to compensate for duplicate keys requested
or damages sustained to rooms) and reversals of certain excess accruals from previous years based on updated
commercial understanding with HEIs.
Other income. Other income comprises fair value gains on financial instruments measured at FVTPL, gain from
the sale of investments, and interest income (on bank deposits, loan to related parties, unwinding of financial assets,
and income tax refund), lease liability written back, provision no longer required written back, sundry balances
written back, insurance claim received, gain on sale of property, plant and equipments and miscellaneous income.
Interest income on unwinding of financial assets refers to interest income arising from finance lease accounting,
as per Ind AS 116.
Expenses
Employee benefit expenses. Our employee benefits expenses consist of salaries and wages, including bonus,
gratuity expense, contribution to provident and other funds, staff welfare expenses and employee share based
payments.
Finance cost. Our finance cost consists of interest expense (on borrowings from banks, lease liabilities and
unwinding of financial liabilities), and bank charges. Interest expense on unwinding of financial liabilities refers
to interest expense arising from finance lease accounting, as per Ind AS 116.
Depreciation and amortisation expenses. Our depreciation and amortisation expenses consist of depreciation and
amortisation on property, plant and equipments, investment properties, and intangible assets.
Other expenses. Other expenses consist of housekeeping and maintenance charges, utility charges, legal and
professional fees, mess charges, rent expense, rates and taxes, insurance, repairs and maintenance (buildings, plant
and machinery, and others), other operating expenses, loss on modification of finance lease receivable, provision
for doubtful deposits, events and onboarding expenses, travelling and conveyance expenses, business support
services, corporate social responsibility, miscellaneous expenses, and payment to auditor. Other operating
expenses include laundry and other miscellaneous expenses.
Exceptional items. Exceptional items include repairs and maintenance expense, contractual damages, transaction
cost incurred pursuant to business combination, additional consideration payable in business combination, gain on
sale of land and incentive payable.
Tax expenses. Tax expenses include current tax, current tax pertaining to earlier years, deferred tax and deferred
tax pertaining to earlier years.
Our results of operations
The following table sets forth select financial data from our restated summary statement of profit and loss for the
Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income
for such years:
Financial Year
2025 2024 2023
Particulars
(₹ in (% of Total (₹ in (% of Total (₹ in (% of Total
millions) income) millions) income) millions) income)
Income
509Financial Year
2025 2024 2023
Particulars
(₹ in (% of Total (₹ in (% of Total (₹ in (% of Total
millions) income) millions) income) millions) income)
Revenue from operations 3,698.11 93.83% 3,470.01 95.70% 2,925.01 97.20%
Other income 243.16 6.17% 156.07 4.30% 84.16 2.80%
Total income 3,941.27 100.00% 3,626.08 100.00% 3,009.17 100.00%
Expenses
Employee benefits expenses 263.23 6.68% 279.87 7.72% 203.98 6.78%
Finance costs 1,255.42 31.85% 1,092.34 30.12% 1,036.23 34.44%
Depreciation and amortisation
512.35 13.00% 487.62 13.45% 438.14 14.56%
expenses
Other expenses 978.15 24.82% 1,044.26 28.80% 770.50 25.61%
Total expenses 3,009.15 76.35% 2,904.09 80.09% 2,448.85 81.38%
Restated profit before
932.12 23.65% 721.99 19.91% 560.32 18.62%
exceptional items and tax
Exceptional items 106.73 2.71% 100.66 2.78% 168.32 5.59%
Restated profit before tax 825.39 20.94% 621.33 17.14% 392.00 13.03%
Tax expenses
Current tax 2.33 0.06% 39.23 1.08% 7.99 0.27%
Current tax pertaining to earlier
- - 3.18 0.09% - -
years
Deferred tax 254.28 6.45% 190.40 5.25% 92.98 3.09%
Deferred tax pertaining to earlier
42.27 1.07% (8.37) (0.23)% 1.00 0.03%
years
Total tax expense 298.88 7.58% 224.44 6.19% 101.97 3.39%
Restated profit for the year 526.51 13.36% 396.89 10.95% 290.03 9.64%
Financial Year 2025 compared to Financial Year 2024
Income
Our total income increased by 8.69% to ₹3,941.27 million for the Financial Year 2025, up from ₹3,626.08 million
for the Financial Year 2024, primarily due to higher revenue from operations and other income.
Revenue from operations. Our revenue from operations increased by 6.57% to ₹3,698.11 million for the Financial
Year 2025 from ₹3,470.01 million for the Financial Year 2024, primarily attributable to an increase in facility
management fees to ₹1,599.68 million for the Financial Year 2025 from ₹1,360.48 million for the Financial Year
2024. The increase in revenue from operations was also on account of (i) weighted average escalation of student
hostel fees across HEIs of between 5-6% during the Financial Year 2025, which resulted in an increase in revenue
of ₹169.35 million during the Financial Year 2025; (ii) the acquisition of the business of a hostel block in Haryana
in August 2023, which was recognized for the entire 12-months period during the Financial Year 2025, as
510compared to the eight-month period between August 1, 2023 to March 31, 2024 only for the Financial Year 2024,
which resulted in an increase in revenue of ₹128.70 million during the Financial Year 2025 and (iii) an increase
in revenue from ancillary services (such as laundry and health club membership) in Manipal University, Jaipur of
₹23.95 million during the Financial Year 2025. These increases were partially offset by a decrease in revenue
pursuant to a modification of our operating arrangement with one of our HEIs, under which we provided the HEI
with the license to provide certain ancillary services (which we previously provided to the HEI) with effect from
February 1, 2025, thereby resulting in a decrease in our revenue of ₹171.21 million during the Financial Year
2025.
Other income. Our other income increased by 55.80% to ₹243.16 million for the Financial Year 2025 from
₹156.07 million for the Financial Year 2024, primarily attributable to an increase in gain on sale of investments
to ₹77.22 million for the Financial Year 2025 as compared to nil for the Financial Year 2024, on account of an
increase in investments in fixed deposits and mutual funds.
Expenses
Employee benefits expense. Our employee benefits expense decreased by 5.95% to ₹263.23 million for the
Financial Year 2025 from ₹279.87 million for the Financial Year 2024, primarily attributable to (i) a decrease in
salaries and wages, including bonus, to ₹228.90 million for the Financial Year 2025 from ₹252.81 million for the
Financial Year 2024, on account of additional bonus of ₹57.77 million paid (as a one-time transaction closure
bonus to employees, as approved by the existing shareholders of our Company) during the Financial Year 2024.
The decrease in salaries and wages, including bonus, was partially offset by an increase in staff welfare expenses
to ₹20.95 million for the Financial Year 2025 from ₹15.17 million for the Financial Year 2024, primarily due to
an increase in employee insurance costs, on account of higher insurance premiums paid due to an increase in
employee headcount during the Financial Year 2025.
Finance costs. Our finance costs increased by 14.93% to ₹1,255.42 million for the Financial Year 2025 from
₹1,092.34 million for the Financial Year 2024, primarily attributable to (i) an increase in interest expense on
unwinding of financial liabilities to ₹220.72 million for the Financial Year 2025 from ₹130.20 million for the
Financial Year 2024, on account of unamortized transaction costs, which are loan processing fees, that were treated
as expenses due to our refinancing of borrowings, (ii) an increase in interest expense on borrowings from banks
to ₹993.57 million for the Financial Year 2025 from ₹940.76 million for the Financial Year 2024, on account of
the marginally higher interest rates incurred on our borrowings which were refinanced, and (iii) an increase in
bank charges, including prepayment charges to ₹38.18 million for the Financial Year 2025 from ₹14.55 million
for the Financial Year 2024, on account of prepayment charges incurred due to our refinancing of borrowings.
Our borrowings were refinanced primarily to increase our available funds to facilitate future acquisitions.
Depreciation and amortisation expenses. Our depreciation and amortisation expenses increased by 5.07% to
₹512.35 million for the Financial Year 2025 from ₹487.62 million for the Financial Year 2024, primarily
attributable to (i) an increase in depreciation on property, plant, and equipments to ₹44.87 million for the Financial
Year 2025 from ₹40.04 million for the Financial Year 2024, (ii) an increase in depreciation on investment
properties to ₹250.96 million for the Financial Year 2025 from ₹236.32 million for the Financial Year 2024, and
(iii) an increase in amortisation on intangible assets to ₹216.52 million for the Financial Year 2025 from
₹211.26 million for the Financial Year 2024, all of which were on account of an increase in amortisation charge
on assets recognized pursuant to our acquisition of the business of a hostel block in Haryana in August 2023,
which was recognized for the entire 12-months period during the Financial Year 2025, as compared to the period
between August 1, 2023 to March 31, 2024 only for the Financial Year 2024.
Other expenses. Our other expenses decreased by 6.33% to ₹978.15 million for the Financial Year 2025 from
₹1,044.26 million for the Financial Year 2024, primarily attributable to (i) a decrease in repairs and maintenance
on buildings to ₹51.86 million for the Financial Year 2025 from ₹91.82 million for the Financial Year 2024, on
account of substantial repairs and maintenance expenditure incurred during the Financial Year 2024 for diesel
generator conversion and restoration of buildings, (ii) a decrease in mess charges to ₹181.40 million for the
Financial Year 2025 from ₹217.45 million for the Financial Year 2024, on account of a decrease in mess, laundry
and security services provided by us to one of our HEIs since February 1, 2025, and (iii) a decrease in other
operating expenses to ₹31.30 million for the Financial Year 2025 from ₹49.15 million for the Financial Year 2024,
on account of a decrease in laundry, housekeeping and mess expenses, due to a modification of our operating
arrangement with one of our HEIs, under which we provided to the HEI with the license to provide certain ancillary
services (which we previously provided to the HEI) with effect from February 1, 2025.
511Exceptional items. Our exceptional items increased by 6.03% to ₹106.73 million for the Financial Year 2025 from
₹100.66 million for the Financial Year 2024, primarily attributable to an increase in incentive payable to
employees of ₹282.30 million for the Financial Year 2025 as compared to nil for the Financial Year 2024, on
account of a one-time incentive bonus payable to certain key managerial personnels during the Financial Year
2025 to recognize their contributions to the growth of our Company. This increase was offset by a gain on sale of
land of ₹175.57 million during the Financial Year 2025 as compared to nil for the Financial Year 2024, on account
of the sale of a parcel of surplus land at County.
Tax expenses. Our total tax expenses increased by 33.17% to ₹298.88 million for the Financial Year 2025 from
₹224.44 million for the Financial Year 2024. For the Financial Year 2025, we had a current tax expense of
₹2.33 million, deferred tax expense of ₹254.28 million and deferred tax pertaining to earlier years of
₹42.27 million. For the Financial Year 2024, we had a current tax expense of ₹39.23 million, current tax pertaining
to earlier years of ₹3.18 million, deferred tax charge of ₹190.40 million, and deferred tax adjustment pertaining to
the earlier years of ₹(8.37) million. The increase in total tax expenses was primarily on account of our higher
restated profit before tax of ₹825.39 million for the Financial Year 2025 as compared to ₹621.33 million for the
Financial Year 2024.
Restated profit for the year. As a result of the foregoing, our restated profit for the year increased by 32.66%, to
₹526.51 million for the Financial Year 2025 from ₹396.89 million for the Financial Year 2024. For the Financial
Year 2024, our restated profit for the year includes the following expenses: (i) additional bonuses of ₹57.77 million
paid (as a one-time transaction closure bonus to employees, approved by the existing shareholders of our
Company), (ii) one-time expenses incurred in relation to transaction closure of ₹24.46 million, and (iii) loss on
modification of finance lease receivable of ₹10.77 million.
Financial Year 2024 compared to Financial Year 2023
Income
Our total income increased by 20.50% to ₹3,626.08 million in the Financial Year 2024 from ₹3,009.17 million in
the Financial Year 2023, primarily due to an increase in revenue from operations and other income.
Revenue from operations. Our revenue from operations increased by 18.63% to ₹3,470.01 million for the Financial
Year 2024 from ₹2,925.01 million for the Financial Year 2023, primarily attributable to an increase in rental
income to ₹1,600.76 million for the Financial Year 2024 from ₹1,206.32 million for the Financial Year 2023, and
an increase in facility management fees to ₹1,360.48 million for the Financial Year 2024 from ₹1,208.24 million
for the Financial Year 2023, both of which were on account of (i) weighted average escalation of student hostel
fees of between 5-6% across our university campuses during the Financial Year 2024, which resulted in an increase
in revenue of ₹217.21 million during the Financial Year 2024, (ii) the increase in revenue by ₹237.97 million
attributable to operations of a hostel block in Haryana, which we acquired in August 2023 and (iii) an increase in
revenue derived from Manipal University, Jaipur, as a result of an increase in number of beds arising from the
conversion of double beds to triple beds, and the conversion of in-house beds for use by students to accommodate
an increase in occupancy rates, which resulted in an increase in revenue of ₹79.25 million during the Financial
Year 2024.
Other income. Our other income increased by 85.44% to ₹156.07 million for the Financial Year 2024 from
₹84.16 million for the Financial Year 2023, primarily attributable to an increase in interest income on bank
deposits to ₹140.91 million for the Financial Year 2024 from ₹80.43 million for the Financial Year 2023, on
account of an increase in investments in fixed deposits and mutual funds.
Expenses
Employee benefits expense. Our employee benefits expense increased by 37.20% to ₹279.87 million for the
Financial Year 2024 from ₹203.98 million for the Financial Year 2023, primarily attributable to an increase in
salaries and wages, including bonuses, to ₹252.81 million for the Financial Year 2024 from ₹180.13 million for
the Financial Year 2023, on account of (i) additional bonuses paid out to employees ₹57.77 million paid (as a one-
time transaction closure bonus to employees, as approved by the existing shareholders of our Company), (ii) an
increase in fixed term employee costs (on account of an increase in headcount of fixed term employees to manage
and operate HEI Haryana), and (iii) an overall increase in salaries and wages, during the Financial Year 2024.
Finance costs. Our finance costs increased by 5.41% to ₹1,092.34 million for the Financial Year 2024 from
₹1,036.23 million for the Financial Year 2023, primarily attributable to (i) an increase in interest expense on
512unwinding of financial liabilities to ₹130.20 million for the Financial Year 2024 from ₹8.37 million for the
Financial Year 2023, on account of the unwinding of deferred purchase consideration with respect to our
acquisition of the business of a hostel block in Haryana in August 2023, and (ii) an increase in bank charges,
including prepayment charges to ₹14.55 million for the Financial Year 2024 from ₹0.17 million for the Financial
Year 2023, on account of prepayment charges incurred with respect to the replacement of the existing lender under
the loan entered into with our Subsidiary, GHS Sonipat, with another lender.
Depreciation and amortisation expenses. Our depreciation and amortisation expenses increased by 11.29% to
₹487.62 million for the Financial Year 2024 from ₹438.14 million for the Financial Year 2023, primarily
attributable to (i) an increase in depreciation on property, plant, and equipments to ₹40.04 million for the Financial
Year 2024 from ₹28.31 million for the Financial Year 2023, (ii) an increase in depreciation on investment
properties to ₹236.32 million for the Financial Year 2024 from ₹208.98 million for the Financial Year 2023, and
(iii) an increase in amortisation on intangible assets to ₹211.26 million for the Financial Year 2024 from
₹200.85 million for the Financial Year 2023, all of which were on account of an increase in amortisation charge
on assets recognized pursuant to our acquisition of the business of a hostel block in Haryana in August 2023,
which was recognized for the period between August 1, 2023 to March 31, 2024 for the Financial Year 2024.
Other expenses. Our other expenses increased by 35.53% to ₹1,044.26 million for the Financial Year 2024 from
₹770.50 million for the Financial Year 2023, primarily attributable to (i) an increase in utility charges to
₹189.35 million for the Financial Year 2024 from ₹90.58 million for the Financial Year 2023, on account of an
increase in power and fuel expenses incurred at Manipal University, Jaipur, (ii) an increase in repairs and
maintenance on buildings to ₹91.82 million in Financial Year 2024 from ₹72.11 million in Financial Year 2023,
on account of substantial repairs and maintenance expenditure incurred during the Financial Year 2024 for diesel
generator conversion and restoration of building, (iii) an increase in legal and professional fees to ₹114.33 million
in Financial Year 2024 from ₹66.72 million in Financial Year 2023, primarily due to legal and professional fees
paid for facilitating new acquisitions during the Financial Year 2024. The increase in other expenses was also on
account of (iv) an increase in mess charges to ₹217.45 million in Financial Year 2024 from ₹197.04 million in
Financial Year 2023, (vi) an increase in manpower cost to ₹193.13 million in Financial Year 2024 from ₹180.96
million in Financial Year 2023, and (vii) other operating expenses to ₹49.15 million in Financial Year 2024 from
₹33.19 million in Financial Year 2023, all of which were on account of our acquisition of the business of a hostel
block in Haryana in August 2023.
Exceptional items. Our exceptional items decreased by 40.20% to ₹100.66 million for the Financial Year 2024,
compared to ₹168.32 million for the Financial Year 2023, primarily attributable to a decrease in additional
consideration payable in business combination to nil during the Financial Year 2024 from ₹168.32 million during
the Financial Year 2023, on account of additional consideration payable to HEI Haryana pursuant to a one-time
adjustment in purchase consideration made in relation to our acquisition of HEI Haryana’s student housing assets
in 2020. This decrease was partially offset by (i) an increase in repairs and maintenance expense to ₹72.00 million
for the Financial Year 2024 as compared to nil during the Financial Year 2023, on account of the reparation of
damages sustained to hostel buildings due to the occurrence of an earthquake, and (ii) an increase in contractual
damages to ₹15.30 million for the Financial Year 2024 as compared to nil for the Financial Year 2023, on account
of damages payable for termination of service agreement with a third party service provider.
Tax expenses: Our total tax expenses increased significantly to ₹224.44 million for the Financial Year 2024 from
₹101.97 million for the Financial Year 2023. For the Financial Year 2024, we had a current tax expense of
₹39.23 million, current tax pertaining to earlier years of ₹3.18 million, deferred tax of ₹190.40 million, and
deferred tax pertaining to earlier years of ₹(8.37) million. For the Financial Year 2023, we had a current tax
expense of ₹7.99 million, deferred tax of ₹92.98 million, and deferred tax pertaining to the earlier years of
₹1.00 million. The increase in total tax expenses was primarily on account of our higher restated profit before tax
of ₹621.33 million for the Financial Year 2024 as compared to ₹392.00 million for the Financial Year 2023.
Restated profit for the year. As a result of the foregoing, our restated profit for the year increased by 36.84%, to
₹396.89 million for the Financial Year 2024 from ₹290.03 million in the Financial Year 2023. For details relating
to certain expenses included in our restated profit for the year for the Financial Year 2024, see “- Our Results of
Operations – Financial Year 2025 compared to Financial Year 2024” on page 510.
Liquidity and Capital Resources
We believe we have sufficient sources of financing to meet our business requirements for the next 12 months.
Existing cash balances and cash generated from operations, supplemented by borrowings from banks, have been
our primary source of liquidity for financing our business requirements. Our future capital requirements and the
513adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” on page
39. As at March 31, 2025, 2024 and 2023, we had cash and cash equivalents of ₹3,067.30 million, ₹774.02 million
and ₹837.88 million, respectively, other bank balances of ₹234.44 million, ₹867.63 million and ₹421.75 million,
respectively, investment in mutual funds of ₹722.75 million, ₹288.14 million and ₹15.25 million, respectively,
and fixed deposits (current and non-current) of ₹1,088.58 million, ₹614.25 million and ₹586.45 million,
respectively. As at March 31, 2025, 2024 and 2023, our total monetary assets as a % of net tangible assets was
117.78%, 69.59% and 64.19%, respectively. We have in the past, and will in the future continue to hold a portion
of liquid monetary assets to facilitate inorganic growth through acquisitions, in line with our growth strategy.
Pursuant to a business transfer agreement dated May 27, 2024 and supplemental agreement dated May 29, 2025
(“HEI Gujarat BTA”), our subsidiary, GHS West, is proposing to acquire the business undertaking of a HEI
located in Gujarat (“HEI Gujarat”), as a going concern on a slump sale basis, which shall be subject to certain
adjustments as mentioned in the HEI Gujarat BTA. Further, on April 9, 2025, we entered into a cancellation and
transfer agreement with MAHE to transfer the student accommodation business at HEI Karnataka. In addition, we
have also entered into arrangements to acquire (i) the student accommodation undertaking of a HEI located in
Uttarakhand, and (ii) Jain International Residential School. For details, see “History and certain corporate matters
– Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years” on page 338.
Our short-term requirements include operating expenses such as manpower, electricity and repairs and
maintenance expenses. Our long-term requirements include our capital expenditure requirements to refurbish and
upgrade infrastructure and facilities across our portfolio. We may have additional obligations as part of our
ordinary course of business, beyond those committed for capital expenditures. In addition, we monitor rolling
forecasts of our liquidity position comprising cash and cash equivalents on the basis of expected cash flows. Our
liquidity management policy involves monitoring forecasts and actual cash flows and matching the maturity
profiles of financial assets and liabilities.
Cash Flows
The following table sets forth our cash flows and cash equivalents for the years indicated:
Financial Year
Particulars 2025 2024 2023
(₹ in millions)
Net cash flow from operating activities (A) 2,187.08 2,644.51 2,452.27
Net cash flow from / (used in) investing activities (B) (1,040.07) (1,194.80) 261.65
Net cash flow from / (used in) in financing activities
1,146.27 (1,513.57) (2,390.13)
(C)
Net increase / (decrease) in cash and cash
2,293.28 (63.86) 323.79
equivalents (A + B + C)
Cash and cash equivalents at the beginning of the
774.02 837.88 514.09
year
Cash and cash equivalents at the end of the year 3,067.30 774.02 837.88
Operating Activities
Net cash flow from operating activities was ₹2,187.08 million for the Financial Year 2025. While our restated
profit before tax was ₹825.39 million, we recorded an operating profit before working capital changes of ₹2,493.10
million, primarily due to adjustments made to reconcile profit before tax to net cash flows. These adjustments
comprised interest expense of ₹1,255.42 million, depreciation and amortisation expenses of ₹512.35 million, and
exceptional items of ₹106.73 million. The movement in working capital for the Financial Year 2025 primarily
consisted of a decrease in trade payables of ₹320.64 million, an increase in other liabilities of ₹37.45 million, an
increase in other financial assets of ₹27.41 million, and an increase in other financial liabilities of ₹31.93 million.
514Operating profit after working capital changes was ₹2,228.03 million, before adjustment for the income tax paid
(net of refunds) amounting to ₹40.95 million. Our net cash flows from operating activities decreased to ₹2,187.08
million for the Financial Year 2025 from ₹2,644.51 million for the Financial Year 2024, primarily attributable to
a decrease in trade payables of ₹320.64 million during the Financial Year 2025 as compared to an increase in trade
payables of ₹271.25 million during the Financial Year 2024, on account of discharge of liabilities pertaining to
investment banking services availed by our Company during the Financial Year 2024.
Net cash flow from operating activities was ₹2,644.51 million for the Financial Year 2024. While our restated
profit before tax was ₹621.33 million, we recorded an operating profit before working capital changes of
₹2,089.22 million, primarily due to adjustments made to reconcile profit before tax to net cash flows. These
adjustments comprised interest expense of ₹1,092.34 million, depreciation and amortisation expenses of
₹487.62 million, and interest income (other than interest on finance lease) of ₹142.01 million. The movement in
working capital for the Financial Year 2024 primarily consisted of an increase in other liabilities of
₹295.71 million, an increase in other trade payables of ₹271.25 million, and a decrease in other financial assets of
₹58.27 million. Operating profit after working capital changes was ₹2,697.31 million, before adjustment for the
income tax paid (net of refunds) amounting to ₹52.80 million.
Net cash flow from operating activities was ₹2,452.27 million for the Financial Year 2023. While our restated
profit before tax was ₹392.00 million, we recorded an operating profit before working capital changes of ₹1,964.54
million, primarily due to adjustments made to reconcile profit before tax to net cash flows. These adjustments
comprised interest expense of ₹1,036.23 million, depreciation and amortisation expenses of ₹438.14 million, and
exceptional items of ₹168.32 million. The movement in working capital for the Financial Year 2023 primarily
consisted of an increase in other liabilities of ₹388.54 million, an increase in trade payables of ₹94.35 million, an
increase in other financial liabilities of ₹80.41 million and an increase in other financial assets of ₹56.90 million.
Operating profit after working capital changes was ₹2,460.50 million, before adjustment for the income tax paid
(net of refunds) amounting to ₹8.23 million.
Investing Activities
Net cash used in investing activities was ₹1,040.07 million for the Financial Year 2025, primarily comprising
investment in fixed deposits of ₹11,769.98 million, loans and investment in optionally convertible debentures of
₹1,200.00 million, investment in mutual funds of ₹4,750.95 million, loans given of ₹81.00 million, and purchase
of property, plant and equipment and investment property of ₹69.88 million and purchase of intangible assets of
₹0.27 million. These were partially offset by proceeds from redemption of fixed deposits of ₹11,933.63 million,
proceeds from redemption of mutual funds of ₹4,398.35 million, proceeds from sale of property, plant and
equipment and investment property of ₹362.92 million, interest received of ₹133.11 million, and receipt of loans
given of ₹4.00 million.
Net cash used in investing activities was ₹1,194.80 million for the Financial Year 2024, primarily comprising
investment in fixed deposits of ₹8,888.84 million, consideration paid on business combination of ₹619.08 million,
investment in mutual funds of ₹761.50 million, purchase of property, plant and equipment and investment property
of ₹94.28 million, and purchase of intangible assets of ₹6.97 million. These were partially offset by proceeds from
redemption of fixed deposits of ₹8,415.16 million, proceeds from redemption of mutual funds of ₹501.53 million,
interest received of ₹140.91 million, and proceeds from sale of property, plant and equipment and investment
property of ₹118.27 million.
Net cash from investing activities was ₹261.65 million for the Financial Year 2023, primarily comprising
investment in fixed deposits of ₹5,250.09 million, proceeds from redemption of fixed deposits of ₹5,548.84 million
and interest received of ₹83.05 million. These were partially offset by decreases purchase of property, plant and
equipment and investment property of ₹104.63 million, investment in mutual funds of ₹320.00 million, proceeds
from redemption of mutual funds of ₹304.75 million and purchase of intangible assets of ₹0.27 million.
Financing Activities
Net cash flow from financing activities was ₹1,146.27 million for the Financial Year 2025, primarily comprising
proceeds from borrowings of ₹11,750.43 million, partially offset by repayment of borrowings ₹9,531.58 million,
interest paid of ₹1,011.13 million, payment pursuant to forfeiture of partly paid-up equity shares of ₹57.20 million,
and payment of lease liabilities of ₹4.25 million.
Net cash flow used in financing activities was ₹1,513.57 million for the Financial Year 2024, primarily comprising
interest paid of ₹958.37 million, repayment of borrowings ₹561.47 million, deemed distribution to shareholder of
515₹130.86 million, and payment of lease liabilities of ₹2.01 million, partially offset by proceeds from borrowings of
₹139.14 million.
Net cash flow used in financing activities was ₹2,390.13 million for the Financial Year 2023, primarily comprising
repayment of borrowings ₹1,363.08 million, interest paid of ₹1,026.28 million, and payment of lease liabilities of
₹2.33 million, partially offset by proceeds from call on partly paid shares of ₹1.56 million.
Indebtedness
The following table sets forth our financial indebtedness as of March 31, 2025:
As of March 31, 2025
Borrowings
(₹ in millions)
Non-current borrowings
Measured at amortised cost
Secured - From banks and financial institutions
Indian rupee loan from banks 11,837.29
Total non-current borrowings (A) 11,837.29
Current borrowings
Measured at amortised cost
Secured - From banks and financial institutions
Current maturities of long term borrowings 228.67
Secured - From banks
Total current borrowings (B) 228.67
Total Borrowings (A+B) 12,065.96
Notes:
1. Term loan including overdraft facility amounting to ₹4,418.05 million (March 31, 2024: ₹4,040.42
million, March 31, 2023: ₹4,181.42 million is repayable in quarterly instalments till March 2040. The
facility, consisting of term loan and overdraft, is secured by first and exclusive charge by way of
hypothecation of entire movable properties, including movable plant and machinery, machinery spares,
tools and accessories, furniture, fixture, vehicle, raw material, stock in hand and other traded goods etc.,
escrow account balances, cashflows, receivables, book debt, revenues and intangible assets of the
Holding Company. The aforementioned loans carry a rate of interest of one year MCLR, plus spread
ranging from 0.25% (March 31, 2024: 0.35% - 0.40%, March 31, 2023: 0.35% - 0.40%) i.e. 9.45% as
at March 31, 2025 (March 31, 2024: 9.35%, March 31, 2023: 8.75%). The interest is to be serviced as
and when charged.
2. Loan amounting to ₹356.13 million (March 31, 2024: ₹378.27 million, March 31, 2023: ₹378.77 million)
is repayable in 32 quarterly instalments till February 2032. The instalments are unequal and increases
over the loan tenure. The facility is secured by HEI Himachal Pradesh’s land and buildings, leased land,
entire movable property (including movable plant and machinery, machinery spares, tools and
516accessories, furniture, fixture, vehicle, raw material, stock in hand and other traded goods), entire cash
flows, receivables, book debts and other intangible assets. The loan is also secured by way of a pledge
of shares by our Group of its investment made in HEI Himachal Pradesh. The aforementioned loans
carry a rate of interest of six months MCLR plus spread i.e. 9% as at March 31, 2025 (March 31, 2024:
9 %, March 31, 2023: 9%). The interest is to be serviced as and when charged.
3. Loan amounting to ₹7,291.78 million (March 31, 2024: ₹5,428.42 million, March 31, 2023: ₹5,700.96
million) is repayable in quarterly instalments with last instalment falling due in June 2039. The
instalments are unequal and increases over the loan tenure. The facility is secured by exclusive charge
by way of mortgage of leasehold rights over land and ownership of hostel building of Good Host Sonipat,
entire movable property, including movable plant and machinery, machinery spares, tools and
accessories, furniture, fixture, vehicle, raw material, stock in hand and other traded goods, intangible
assets etc., entire cash flows, receivables, book debts and other intangible assets. The loan is also secured
by way of a pledge of shares by our Group of its investment made in Good Host Sonipat. The
aforementioned loans carry a rate of interest of six month MCLR, plus 50 bps spread i.e. 9.40% as at
March 31, 2025 (March 31, 2024: 8.85% to 9.60%, March 31, 2023: 8.85% to 10.25%) The interest is
to be serviced as and when charged.
4. Our Group is required to comply with certain key financial ratios in accordance with the financial
covenants clause of the borrowing agreement, breach of which entitles the banks to demand immediate /
accelerated repayment of the outstanding borrowings. For the year ended March 31, 2024 and March
31, 2023, a subsidiary company was non-compliant with respect to certain debt covenants attached to its
loan agreement. Accordingly, our Group has classified the said borrowings outstanding as current. Our
Group has satisfied all other debt covenants prescribed in the terms of bank loan. Further, our Group
has not defaulted on any loans payable during all the years presented.
Contingent Liabilities
The following is a table of our contingent liabilities as at March 31, 2025 as per Ind AS 37 basis the Restated
Consolidated Financial Statements:
(₹ in million)
S. Particulars As at March
No. 31, 2025
1. Pursuant to amendment in GST Act vide Notification No. 04/2022 - Central Tax Nil
(Rate) dated July 13, 2022, the management of our Company, based on legal opinion
from independent subject matter expert, believes that the hostel accommodation
services provided to the University students by the Company continues to be eligible
for exemption from levy of GST. Subsequently, through Notification No. 04/2024 -
Central Tax (Rate), the Government of India has added a new Entry 12A to
Notification no 12/2017 Central Tax Rate dated July 28, 2017 specifically exempting
supply of accommodation services less than or equal to twenty thousand rupees per
month provided service is provided for a minimum continuous period of ninety days.
For the supply of accommodation services prior to July 15, 2024 which had a value of
more than 20,000 per month, the Company believes that it is in the nature of residential
accommodation services and hence exempt from levy of GST, which is supported by
judgment of the Karnataka High Court in Taghar Vasudeva Ambrish case in February
2022 and Thai Mookambikaa Ladies Hostel case, Madras High Court in March 2024.
For further details of the contingent liabilities as per Ind AS 37 as at March 31, 2025, see “Restated Consolidated
Financial Information – Note 34 – Contingent liabilities and Capital commitments” on page 431
Capital Expenditure
517Our historical capital expenditures have been primarily used for upgrades and enhancements to our student
accommodation facilities. Our capital expenditure requirements are primarily funded through cash generated from
operations and borrowings from banks. Our capital expenditure incurred for purchase of property, plant and
equipment and investment property and purchase of intangible assets amounted to ₹69.88 million and ₹0.27
million respectively in the Financial Year 2025, ₹94.28 million and ₹6.97 million respectively in the Financial
Year 2024 and ₹104.63 million and ₹0.27 million respectively in the Financial Year 2023. For details relating to
our expected capital expenditure of pipeline assets, see “Our Business – Our Growth Strategies – Pursue organic
and inorganic growth with prudent capital allocation” on page 306.
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 have engaged in the past, and may engage in the future, in transactions with related parties. For details of our
related party transactions, see “Summary of Issue Document – Summary of Related Party Transactions” on page
21.
Quantitative and Qualitative Analysis of Market, Credit and Liquidity Risks
Our business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk.
Our Board have the overall responsibility for the establishment and oversight of our risk management framework.
Our risk management policies are established to identify and analyse the risks faced by us, to set and monitor
appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes
in the policy accordingly. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and its activities.
Our Board oversees how management monitors compliance with risk management policies and procedures, and
reviews the adequacy of the risk management framework in relation to the risks faced by us. Our Board is assisted
in its oversight role by internal audit. Internal audit undertakes both regular and ad-hoc reviews of risk
management controls and procedures, the results of which are reported to our Board. Our principal financial
liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to
finance the our operations. Our principal financial assets include finance lease receivable, trade receivables and
cash and cash equivalents that is derived directly from its operations.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities that are proposed to be settled by delivering cash or other financial asset. Our financial planning has
ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.
We regularly monitor the rolling forecasts to ensure we have sufficient cash on an on-going basis to meet
operational needs. Any short-term surplus cash generated, over and above the amount required for working capital
management and other operational requirements, is retained as cash and cash equivalents (to the extent required)
and any excess is invested in interest bearing term deposits with appropriate maturities to optimise the cash returns
on investments while ensuring sufficient liquidity to meet our liabilities.
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.
Currency risk
There are no significant exchange rate risks as all of our financial assets and financial liabilities are denominated
in Indian Rupees. We do not have any unhedged foreign currency exposure as on March 31, 2025.
Interest rate risk
518Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in interest rates. Our exposure to the risk of changes in interest rates relates primarily to the long-term
debt obligations with floating interest rates. As of March 31, 2025, all of our borrowings are variable rate
borrowings and is thus susceptible to interest rate fluctuations.
Credit Risk
Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from our receivables from customers, loans and cash and cash
equivalents. The carrying amount of financial assets represents the maximum credit exposure. We have established
a process of dealing with only reputed counterparties as a means of mitigating the risk of financial loss from
defaults. The credit risk is restricted as the entire fees for the academic term / year are collected in advance from
the students on semi-annual or annual basis. Further, we collect security deposits from university students from
Manipal University, Jaipur and HEI Himachal Pradesh before commencement of the academic year and from
commercial outlets before commencement of the lease and therefore does not foresee any significant credit loss
risk.
Significant Economic Changes
Other than as described above under “— Significant Factors Affecting our Results of Operations” on page 502, to
the knowledge of our management, there are no other significant economic changes that materially affect or are
likely to affect our income from continuing operations.
Unusual or Infrequent Events or Transactions
Except as disclosed in this Draft 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” on page 502 and the uncertainties described in “Risk
Factors” on page 39. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus,
there are no known factors which we expect will have an adverse impact on our revenues or income from
continuing operations.
Future Relationship Between Cost and Income
Other than as described in this Draft Red Herring Prospectus, to the knowledge of our management, there are no
known factors that might affect the future relationship between costs and revenues.
New Products or Business Vertical
Other than as described in “Our Business — Our Growth Strategies” on page 305, there are no new products or
business verticals in which we operate or propose to operate.
Significant Developments subsequent to March 31, 2025
Except as disclosed in this Draft Red Herring Prospectus, no circumstances have arisen since the date of the last
financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely affect or are
likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities
within the next 12 months.
- During the Financial Year ended March 31, 2025, the Group, through its subsidiary, Elevate Hostel
Management Services Private Limited (formerly known as Good Host Spaces Management Services
Private Limited), entered into a Business Transfer Agreement with Zolostays Property Solutions Private
Limited to acquire their business of managing on-campus hostels / accommodation units, including
access to its technology, on a going concern basis through slump sale, for a consideration of
₹1,001.14 million. Subsequently, this acquisition was consummated on April 10, 2025 and the purchase
consideration was paid in full through issuance of 100.14 million optionally convertible debentures of
face value ₹1 each, at par aggregating to ₹100.14 million, issuance of 111 equity shares of Elevate Hostel
519Management Services Private Limited of face value of ₹1 each, at par and the balance ₹901.28 million
in cash.
- Subsequent to the Financial Year ended March 31, 2025, our Company acquired a 1% equity stake (432
equity shares) in Zolostays Property Solutions Private Limited.
- During the Financial Year ended March 31, 2025, the Group, through its wholly owned subsidiary, Good
Host Spaces (West) Private Limited, had entered into a Business Transfer Agreement (‘BTA’) and other
related documents dated March 27, 2024 for the acquisition of a hostel business as a going concern,
wherein the business will be transferred to the Group through a slump sale for a consideration of
₹2,536.00 million. The transaction includes the transfer of the associated hostel land and hostel buildings
through a lease arrangement in conjunction with the BTA. Subsequently, on May 29, 2025, the Group
has executed additional documents related to the BTA. However, the completion of the transaction and
payment of consideration is pending as on the date of approval of the consolidated financial statements.
- In addition, subsequent to the Financial year ended March 31, 2025, our Subsidiary, GHS North, along
with our Company, pursuant to a share purchase agreement dated September 23, 2025, is proposing to
acquire 100.00% equity share capital of an entity engaged in the business of owning and /or leasing
academic and hostel facilities and managing the campuses located in the HEI located in Uttarakhand,
from certain third party sellers. As on the date of this Draft Red Herring Prospectus, the acquisition is yet
to be completed pending satisfaction of condition precedents, including furnishing of a valuation report
by the seller.
Recent accounting pronouncements
As on the date of this Draft Red Herring Prospectus, there are no recent accounting pronouncements, which, we
believe, would have a material effect on our financial conditions or results of operations
520CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, on the basis of amounts derived
from our Restated Consolidated Summary Statement, and as adjusted for the Issue. This table should be read in
conjunction with the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, on pages 39 and 501, respectively.
(in ₹million, except ratios)
Particulars Pre-Issue as at As adjusted for the
March 3 1, 2025 Issu e*
Borrowings
Current borrowings(I) 228.67 [●]
Non-current borrowings (II) 11,837.29 [●]
Total borrowings (III = I + II) 12,065.96 [●]
Equity
Equity share capital (IV) 22.11 [●]
Other equity (V) 7,004.98 [●]
Total equity (VI = IV + V) 7,027.09 [●]
Total capitalization (IX = III + VI) 19,093.05 [●]
Ratio: Non-current borrowings / Total equity (II /VI) (in times) 1.68 [●]
Ratio: Total borrowings / Total equity (III / VI) (in %) 171.71% [●]
* The corresponding post-Issue capitalization 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 have not been provided in the above statement and to be updated upon
finalization of the Issue Price.
For details of change in the share capital since March 31, 2025, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Significant Developments subsequent to March 31, 2025” and
“Capital Structure – Notes to the Capital Structure – Share capital history of our Company –History of Equity
Share capital of our Company” on pages 519 and 105, respectively.
521FINANCIAL INDEBTEDNESS
Our Company and our Subsidiaries avail credit facilities in the ordinary course of business, including for meeting
working capital requirements and other business requirements. For details regarding the borrowing powers of our
Board, in accordance with Section 179 and Section 180 of the Companies Act 2013, and our Articles of
Association, see “Our Management – Borrowing Powers” on page 363.
Set forth below is a summary of the aggregate outstanding borrowings of (i) our Company and our Subsidiaries
(excluding UAE Subsidiaries) on a consolidated basis, as at August 31, 2025; and (ii) UAE Subsidiaries, i.e., Souk
HIS UAE and Souk NLCS UAE as at August 31, 2025:
Nature of borrowing Sanctioned amount Amount outstanding
as at August 31, 2025
Company and Subsidiaries (except UAE Subsidiaries)
Secured borrowings
Term loans 4,500.00 4,497.51
Cash Credit/ Overdraft 350.00 -
Total 4,850.00 4,497.51
Note: As certified by N B T and Co, Chartered Accountants (FRN No. 140489W) by their certificate dated September 28, 2025
Nature of borrowing Sanctioned amount Amount outstanding
as at August 31, 2025
UAE Subsidiaries(1)(2)
Secured borrowings
Term loans 10,150.40 9,823.52
Total 10,150.40 9,823.52
Note: As certified by N B T and Co, Chartered Accountants (FRN No. 140489W) by their certificate dated September 28, 2025
(1) Pursuant to our acquisition of Elevate UAE AssetCo on September 23, 2025, the UAE Subsidiaries, i.e., Souk HIS UAE and Souk NLCS
UAE became our Step-down Subsidiaries. For details regarding the acquisition of the UAE Subsidiaries, see “History and Certain
Corporate Matters - Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years - Acquisition of Elevate UAE AssetCo Holdings Pte. Ltd.” on page 339.
(2) The Souk HIS Singapore and Souk NLCS Singapore are co-borrowers to a loan amounting to USD 65,258,194 availed by Elevate
Assetco. Pte. Ltd., an affiliate entity of our Promoter. However, pursuant to a letter dated September 25, 2025, Elevate Assetco. Pte. Ltd
has confirmed that it shall as a Borrower act as if it were the primary party with responsibility in discharging losses, liabilities, costs
and claims under the signed facility agreement.
Key terms of borrowings availed by our Company and our Subsidiaries:
1. Tenor and interest rate: The tenor of the term loans and working capital facilities ranges from 9 year to
15 years. The interest rates for the facilities are typically linked to benchmark rates varying from 8.02%
p.a. to 9.45% p.a., such as the repo rate prescribed by the RBI, treasury bill rate and marginal cost of
funds-based lending rate of the specific lender plus a spread per annum is charged above these benchmark
rates.
2. Repayment: The term of repayment for our facilities varies basis the terms provided in the agreements
entered into in relation to the facilities.
3. Prepayment: Our Company has the option to prepay the lenders, subject to payment of prepayment
charges at such rate as may be stipulated under the loan documents which ranges from 0 to 1%.
4. Penal interest: Our Company is required to pay additional interest to the lenders for non-compliance of
sanction terms including defaults in the payment of interest or other monies due and payable. This
additional interest is charged as per the terms of the loan agreements and is typically 1% to 2% over the
applicable interest rate.
5. Security: In terms of our borrowings where security needs to be created, we are typically required to
create security by way of mortgage over rights, title and interest on the entire immovable assets of our
Company and certain Subsidiaries, charge on assignment by way of creating security on the intellectual
properties and immovable assets, pledge over shares issued and certain Subsidiaries. Further, security
needs to be created, by way of hypothecation on moveable and immovable property of our Company and
certain Subsidiaries.
5226. Restrictive covenants: As per the terms of the borrowing arrangements, certain corporate actions for
which our Company requires prior written consent of the lenders include:
a) Entering into any scheme of merger, amalgamation or undertaking a buyback;
b) Any change in the capital structure (including, where the shareholding of the existing promoters
gets diluted below their current level of shareholding or leads to dilution in controlling stake for
any reason, whichever is lower); and
c) Any occurrence of change of control.
7. Events of Default: Our borrowing arrangements prescribe the following events of default, including the
following:
a) non-payment or default in payment of any amounts due under the loan facilities;
b) sale or disposal of security;
c) appointment of a receiver or liquidator;
d) failure to create security, or security created is in jeopardy or ceases to have effect, failure to
furnish documents/information or failure to avail inadequate insurance of properties and assets
offered as security;
e) cessation or threat to cease carrying on the business, change in the business or change in control;
f) attachment or distrainment on project/ secured project; and
g) breach of any covenants, conditions, undertakings, representations or warranties.
8. Consequences of occurrence of events of default: Our borrowing arrangements prescribe the following
consequences of occurrence of events of default, including the following:
a) payment and reimbursement of all out-of-pocket costs and expenses (including all taxes, duties
fees and other charges) payable;
b) payment of additional interest ranging from 0% to 1% for such period of default;
c) acceleration of the maturity date of the facility and declaration all amounts payable in respect of
the facility to be due and payable immediately;
d) cancellation and suspension of further disbursement of the facility and declaration of the
commitment to be cancelled;
e) security interest created to be enforceable;
f) exercise of the right to disclose or publish the names of the parties and its directors as wilful
defaulters through such medium as the facility agent or RBI deems fit in its absolute discretion;
and
g) performance of covenants, including but not limited to sale or disposal of property.
This is an indicative list and there may be additional terms that may require the consent of the relevant lender and/
or bond trustee, the breach of which may amount to an event of default under various borrowing arrangements
entered into by us, and the same may lead to consequences other than those stated above. We have obtained the
necessary consents required under the relevant loan documentation for undertaking activities in relation to the
Issue. For risks in relation to the financial and other covenants required to be complied with in relation to our
borrowings, see “Risk Factors – Our inability to meet our obligations, including financial and restrictive
covenants, under our financing arrangements may adversely affect our business, results of operations, financial
condition, and cash flows” on page 61.
523SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters at the
first information reports stage where no / some cognizance has been taken by any court or judicial authority)
involving our Company, K-12 Entities and Campuses, Subsidiaries, Directors or Promoters (collectively,
“Relevant Parties”); (ii) all actions not limited to penalties and show cause notices by regulatory and statutory
authorities (including any judicial, quasi-judicial, administrative or enforcement authorities against the Relevant
Parties; (iii) claims related to direct or indirect taxes involving the Relevant Parties, in a consolidated manner,
giving the total number of claims and the total amounts involved;(iv) disciplinary actions including penalties
imposed by SEBI or the Stock Exchanges against our Promoters in the last five financial years, including
outstanding action; and (v) other pending litigation involving the Relevant Parties as determined to be material
pursuant to the Materiality Policy. Further, except as disclosed in this section, there are no criminal proceedings
(including first information reports for which no cognizance has been taken by any court or any judicial authority)
and actions by regulatory and statutory authorities involving our Key Managerial Personnel and Senior
Management. In addition, there is no pending litigation involving our Group Companies, the adverse outcome of
which may have a material impact on our Company.
Pursuant to the Materiality Policy, for the purposes of (v) above, any outstanding litigation involving the Relevant
Parties (including tax matters mentioned in point (iv) above), has been considered ‘material’ and accordingly
disclosed in this Draft Red Herring Prospectus where the monetary amount of claim/ amount in dispute, to the
extent quantifiable exceeds, (a) two percent of turnover, for the most recent financial year based on the Restated
Consolidated Summary Statement; or (b) two percent of net worth, as at the end of the most recent financial period
based on the Restated Consolidated Summary Statement; or (c) five percent of the average of absolute value of
profit or loss after tax, for the last three financial years based on the Restated Consolidated Summary Statement,
whichever is lower (“Materiality Threshold”).
Accordingly, 5% of the average of absolute value of profit or loss after tax, based on the Restated Consolidated
Summary Statement for the last three Fiscals is ₹404.48 million, i.e., ₹20.22 million has been considered as the
Materiality Threshold.
Further, litigation 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 Materiality Threshold shall also be considered
material litigation in relation to the Relevant Parties. In addition, any outstanding civil litigation/ arbitration
proceedings involving the Relevant Parties wherein the monetary liability is not quantifiable, or does not exceed
the Materiality Threshold, shall be considered ‘material’ and shall be disclosed in this Draft Red Herring
Prospectus, if the outcome of such litigation could have a material adverse effect on the business, operations,
performance, prospects, financial position or reputation of our Company.
For the above purposes, pre-litigation notices received by the Relevant Parties from third parties (excluding
notices from statutory, regulatory or tax authorities or regulatory/ statutory notices in relation to any criminal
action) shall not be evaluated for materiality until such persons are impleaded as defendants or respondents in
proceedings before any judicial/arbitral forum or is notified by any governmental, statutory, or regulatory
authority of any such proceeding that may be commenced. For abundant clarity, pre-litigation notices issued by
statutory or regulatory authorities, including taxation authorities, against the Relevant Parties, and the key
managerial personnel and senior management which are by its nature information request shall not be disclosed.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in
terms of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor
is equal to or exceeds 5% of total outstanding dues (trade payables) of our Company, as on the date of the most
recent financial period in the Restated Consolidated Summary Statement as disclosed in this Draft Red Herring
Prospectus (“Material Creditors”). Accordingly, as on March 31, 2025, any outstanding dues exceeding ₹14.21
million have been considered as material outstanding dues for the purposes of identification of material creditors
and related information in this section. For outstanding dues to any party which is a micro, small or medium
enterprise (“MSME”), the disclosure will be based on information available with the Company regarding the
status of the creditor as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended
read with the rules and notifications thereunder.
524I. Litigation involving our Company
A. Litigation against our Company
a) Criminal proceedings
Nil
b) Actions taken by regulatory and statutory authorities
Nil
c) Material civil proceedings
Nil
B. Litigation by our Company
a) Criminal proceedings
Nil
b) Material civil proceedings
Nil
c) Other matters involving our Company
Our Company has filed an adjudication application dated September 18, 2025 under Section 454
of the Companies Act, 2013 and the Companies (Adjudication of Penalties) Rules, 2014, with
the RoC, (“Adjudication Application”) in connection with a temporary and inadvertent
reduction in the number of members below the statutory minimum required for a private limited
company under the Companies Act, 2013. The deficiency in membership occurred during the
period from April 1, 2024 to July 28, 2025, as a result of the forfeiture of partly paid-up shares,
which led to the cessation of membership of certain shareholders and consequently reduced the
number of members below two. Subsequent to the deficiency, our Company promptly initiated
steps to restore compliance and the membership was restored to the statutory minimum as of
July 29, 2025. Our Company has inter alia prayed before the RoC to consider the bona fide and
inadvertent nature of the default, the prompt remedial actions taken, and the financial position
of the Company, and to either waive the penalty in relation to the violations or levy a reasonable
monetary penalty. The matter is currently pending.
C. Tax proceedings involving our Company
Particulars Number of cases Aggregate amount involved* (in
₹million)
Direct tax Nil N.A.
Indirect tax 1 526.28*#
Total 1 526.28*
* To the extent quantifiable.
#Our Company received an audit observation notice dated August 7, 2025 from the Karnataka Commercial Taxes Department
(“KCTD”) under Section 65(6) of the KGST Act, for the Fiscal 2022 to which our Company has filed replies dated July 14, 2025
and August 14, 2025. Further, our Company has received a show cause notice dated September 25, 2025 from the KCTD under
Section 73 of the CGST Act and KGST Act ("Notice") for FY 2021-22, alleging unpaid goods and service tax and interest. The
matter is currently pending and our Company is in the process of responding to the Notice.
II. Litigation involving our Subsidiary
A. Litigation against our Subsidiary
a) Criminal proceedings
Nil
525b) Actions taken by regulatory and statutory authorities
Nil
c) Material civil proceedings
Nil
B. Litigation by our Subsidiary
(a) Criminal proceedings
Nil
(b) Material civil proceedings
Nil
C. Tax proceedings involving our Subsidiary
Particulars Number of cases Aggregate amount involved*
(in ₹million)
Direct tax Nil N.A.
Indirect tax Nil N.A.
Total Nil N.A.
* To the extent quantifiable.
III. Litigation involving our K-12 Entities and Campuses
A. Litigation against our K-12 Entities and Campuses
a) Criminal proceedings
Nil
b) Actions taken by regulatory and statutory authorities
1. Pursuant to a notice dated August 2, 2023, issued by the Dammaiguda Municipality,
(“Impugned Notice”), Oaktree Infra Developers Private Limited (now merged with
our Subsidiary, PE Bowenpally) (“Oaktree”) was directed to stop all construction
activity on its property (“Property”) on the allegation that the Property lay within a
lake buffer zone. Thereafter, Oaktree filed a suit before the High Court of Telangana
impugning the legality of the Impugned Notice. Further, the High Court of Telangana
by way of an order dated August 11, 2023 (“Order”) dismissed the operation of the
Impugned Notice for three weeks. Subsequently by way of orders dated September 6,
2023, October 4, 2023, and November 1, 2023, and November 22, 2023, the High Court
of Telangana repeatedly extended the interim suspension of operation of the Impugned
Notice. The matter is currently pending before the High Court of Telangana.
2. A notice, each dated June 14, 2024, was issued to PE Bowenpally and Oaktree Infra
Developers Private Limited (now merged with our Subsidiary, PE Bowenpally)
(together referred to as “K-12 Entity”) under section 19 of the Prohibition of Benami
Property Transactions Act, 1988 by the Deputy Commissioner of Income Tax, Benami
Prohibition Unit (“DCIT” and such notice “Notice”) thereby requiring the K-12 Entity
to attend a hearing on June 20, 2024, and to produce evidence, books of accounts, and
other documents, including proof of identification, a personal deposition of the
Managing Director, among others. The matter is currently pending.
c) Material civil proceedings
Nil
526B. Litigation by our K-12 Entities and Campuses
a) Criminal proceedings
Nil
b) Material civil proceedings
Nil
C. Tax proceedings involving our K-12 Entities and Campuses
Particulars Number of cases Aggregate amount involved*
(in ₹million)
Direct tax Nil Nil
Indirect tax 6 109.90
Total 6 109.90
* To the extent quantifiable.
IV. Litigation involving our Directors
A. Litigation against our Directors
a) Criminal proceedings
Nil
b) Actions taken by regulatory and statutory authorities
Nil
c) Material civil proceedings
Nil
B. Litigation by our Directors
a) Criminal proceedings
Nil
b) Material civil proceedings
Nil
C. Tax proceedings involving our Directors
Particulars Number of cases Aggregate amount involved
(in ₹million)
Direct tax Nil Nil
Indirect tax 2 0.61
Total 2 0.61
V. Litigation involving our Promoters
A. Litigation against our Promoters
a) Criminal proceedings
Nil
b) Actions taken by regulatory and statutory authorities
Nil
527c) Material civil proceedings
Nil
d) Disciplinary actions including penalties imposed by SEBI or stock exchanges in the last five
financial years preceding the date of this Draft Red Herring Prospectus including outstanding
actions
Nil
B. Litigation by our Promoters
a) Criminal proceedings
Nil
b) Material civil proceedings
Nil
C. Tax proceedings involving our Promoters
Particulars Number of cases Aggregate amount involved
(in ₹million)
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
VI. Litigation involving our Key Managerial Personnel and Senior Management
A. Litigation against our Key Managerial Personnel and Senior Management
a) Criminal proceedings
Nil
b) Actions taken by regulatory and statutory authorities
Nil
B. Litigation by our Key Managerial Personnel and Senior Management
a) Criminal proceedings
Nil
VII. Outstanding dues to creditors
In accordance with the Materiality Policy, a creditor to whom ₹14.21 million which is 5% of the total trade
payables of our Company as at the end of the latest period of the Restated Consolidated Summary Statement as at
March 31, 2025, is due by our Company, have been considered as ‘material’ creditors.
Based on the above, the details of outstanding dues (trade payables) owed to micro and small enterprises, material
creditors and other creditors, as at March 31, 2025, are set out below:
Type of creditors Number of creditors Amount involved
(in ₹million)*
Material creditors 37 6.51
Micro, Small and Medium Enterprises 96 220.72^
Other creditors 2 56.99
Total 135 284.23
* To the extent quantifiable
^including provisions and amounts not attributable to individual creditors.
528In furtherance to the above table, the name and amounts involved for the material creditor is available on the
website of our Company at https://elevatecampuses.com/investors.
VIII. Material developments
Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 501, there have been no material developments, since the date of the last financial statements disclosed in
this Draft Red Herring Prospectus, which materially and adversely affect or are likely to affect our profitability
taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12
months.
529GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, consents, licenses, registrations and permits issued by relevant
governmental and regulatory authorities of the respective jurisdiction under applicable rules and regulations. Set
out below is an indicative list of such consents, licenses, registrations, permissions, and approvals obtained by (a)
our Company; and (b) our material Subsidiaries, being GHS Sonipat and GHS Jagdishpur (“Material
Subsidiaries”), which are considered material and necessary for the purposes of undertaking their respective
businesses and operations (“Material Approvals”). In addition, certain Material Approvals may have lapsed or
expired or may lapse in their ordinary course of business, from time to time, and our Company and our Material
Subsidiaries 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 law and
requirements and procedure. Unless otherwise stated, these approvals are valid as of the date of this Draft Red
Herring Prospectus.
Pursuant to the change in name of our Company from Good Host Spaces Private Limited and subsequent
conversion of our Company into a public limited company and the consequent change in name of our Company,
to Elevate Campuses Limited, our Company is in the process of changing our Company’s name as it appears on
various approvals, to the extent required under applicable law.
For details in connection with the regulatory and legal framework within which we operate, see the section titled
“Key Regulations and Policies” on page 329. For details of risks associated with not obtaining or delay in
obtaining the requisite approvals, please see, “Risk Factors – Failure to obtain, maintain or renew the statutory
and regulatory licenses, permits, and approvals required for our business and operations may adversely affect
our business, results of operations, financial condition and cash flows ” on page 66.
I. General Details
A. Incorporation details
For details of the incorporation of our Company and our Subsidiaries, see “History and Certain Corporate
Matters” and “Our Subsidiaries” on pages 336 and 343, respectively.
B. Issue related approvals
For details of the corporate and authorizations obtained by our Company in relation to the Issue, see
“Other Regulatory and Statutory Disclosures – Authority for the Issue – Corporate Approvals” on page
535.
C. Tax related approvals
Our Company and our Material Subsidiaries are required to obtain registrations under various national
tax laws and state specific tax laws such as the Income Tax Act, 1961, Central Goods and Services Tax
Act, 2017 and any other tax legislation as applicable, state wise. We have obtained the following Material
Approvals from the appropriate regulatory and governing authorities in relation to such tax laws:
a) Permanent account number issued by the Income Tax Department under the Income Tax Act,
1961.
b) Tax deduction account number issued by the Income Tax Department under the Income Tax
Act, 1961.
c) Goods and services tax registrations under various central and state goods and services tax
legislations.
d) Professional tax certificates, to the extent applicable, for the states where our Company
and Material Subsidiaries business operations are situated.
II. Material Approvals obtained in relation to the business and operations of our Company and
Material Subsidiaries
As on the date of this Draft Red Herring Prospectus, our Company and Material Subsidiaries have
operations in various states and cities in India. Our Company and Material Subsidiaries requires various
530Material Approvals under several central or state acts, rules and regulations, in order to carry on its
business operations. These Material Approvals may differ based on the locations.
An indicative list of the material approvals required by our Company to undertake our business is set out
below:
A. Labour and employment related approvals
Our Company has obtained registrations under the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, the Employees’ State Insurance Act, 1948, and the Payment of Gratuity Act, 1972,
ensuring statutory benefits and protections for its employees.
B. Approvals relating to owned premises in Woodstock and County
Our Company owns the hostel properties situated at Woodstock and County pursuant to which we are
required to obtain and maintain various material approvals. These include consent to operate under Water
(Prevention & Control of Pollution) Act, 1974, consent to operate under Air (Prevention & Control of
Pollution) Act, 1981, building premises clearances and occupancy certificate issued by the state
government of Karnataka, no objection certificate from Hindustan Aeronautics Limited, Bengaluru^,
trade license registration issued under local municipality laws, registrations issued under Shops and
Establishments Act*, fire clearance issued by the Department of Fire and Emergency Services^ and no
objection certificate for operation of lifts under Karnataka Lift, Elevators and Passengers Act.
^Applicable only for County
*Applicable only for Woodstock
C. Approvals relating to owned and leased premises in MUJ
Our Company holds sub-leasehold rights over the land parcel situated at MUJ and owns the hostel
buildings. While MUJ has obtained primary building structure related and operations related approvals,
such as building occupancy, consent to operate, fire clearances, lift NoCs and other environmental
approvals, our Company periodically ensures that such approvals are in force and are renewed by MUJ,
as applicable. Additionally, our Company has obtained material approvals required for its operations in
MUJ such as commercial establishment under the Rajasthan Shops and Commercial Establishments Act
and registration under the Contract Labour Act for vendors operating in the University.
III. Material Approvals in relation to the business and operations of the Material Subsidiaries
Our Material Subsidiaries, GHS Sonipat and GHS Jagdishpur, collectively own eleven hostel buildings
within HEI Haryana and hold leasehold rights over the underlying land in HEI Haryana. Since the
operations are being conducted in fully constructed hostel buildings, HEI Haryana has obtained the
primary building structure related and operations related approvals such as building occupancy, consent
to operate, fire clearances, consent to operate lift and other environmental approvals. Our Material
Subsidiaries periodically ensure such approvals are in force. Additionally, our Material Subsidiaries are
required to obtain and maintain various statutory registrations and approvals to ensure compliance for
their operations in HEI Haryana such as registration under Punjab Shops and Commercial Establishments
Act, 1958 and contractor license issued by labour department of Haryana under the Contact Labour
(Regulations & Abolition) Act, 1970.
IV. Material Approvals applied for, including applications for renewal, for which applications are
pending
Sr. No. Description Authority Date of
application
GHS (Jagdishpur)
1. Application for shops and establishments license Labour September 24, 2025
Department,
Haryana
Certain approvals for our properties, which are in name of HEIs, may not have been renewed or obtained,
which may impact our operations. For details, see “Risk Factors – Failure to obtain, maintain or renew
the statutory and regulatory licenses, permits, and approvals required for our business and operations
may adversely affect our business, results of operations, financial condition and cash flows” on page 66.
531V. Material Approvals which have expired and renewal to be applied for
Except as stated below, as on the date of this Draft Red Herring Prospectus, there are no Material
Approvals which are required by our Company and Material Subsidiaries which have expired and have
not been obtained:
Sr. No. Description Authority
Woodstock
1. Renewal of license to operate lifts Government of Karnataka, Electrical
under Karnataka Lift, Elevators and Inspectorate
Passengers Act
Certain approvals for our properties, which are in name of HEIs, may not have been renewed or obtained,
which may impact our operations. For details, see “Risk Factors – Failure to obtain, maintain or renew
the statutory and regulatory licenses, permits, and approvals required for our business and operations
may adversely affect our business, results of operations, financial condition and cash flows ” on page 66.
VI. Material Approvals required but not obtained or applied for
Except as stated below, as on the date of this Draft Red Herring Prospectus, there are no Material
Approvals which are required by our Company and Material Subsidiaries which have not been obtained:
Sr. No. Description Authority
GHS (Jagdishpur)
1. Contract license issued by labour Office of Labour Commissioner,
department of Haryana Haryana
VII. Intellectual Property
As of the date of this Draft Red Herring Prospectus, we have six registered trademarks registered in India
including for our logo “GHS” under classes 37 and 43.
Further, we have filed trademarks applications for our name “Elevate Campuses” and for our logo
“ELEVATE” under classes 9, 35, 36, 37, 42, 43 and 99. Further, in relation to the brand ‘Scholar-Z’, we
have filed trademark application for work mark ‘Scholar Z’ under classes 9, 35, 37, 42, 43 and 99 and
device mark for the logo of ‘Scholar Z’ under classes 9, 35, 37, 42, 43 and 99.
For further details, see “Our Business – Our Intellectual Property” on page 327 and for risks associated
with the use of intellectual property, see “Risk Factors – Internal Risks - We may be unable to protect
our intellectual property rights and may be exposed to misappropriation and infringement claims by third
parties, which may adversely affect our reputation, business, results of operations, financial condition,
and cash flows” on page 71.
532OUR GROUP COMPANIES
For the purpose of disclosure in this Draft Red Herring Prospectus, the following shall be considered as Group
Companies of our Company, in accordance with SEBI ICDR Regulations: (i) such companies (other than our
Promoters and Subsidiaries) with which there were related party transactions, during the period for which financial
information is disclosed in this Draft Red Herring Prospectus, as covered under Ind AS 24 – Related Party
Transactions; and (ii) any other companies as may be considered material by our Board of Directors.
In relation to (ii) above, in accordance with our Materiality Policy, for the purposes of disclosure in this Draft Red
Herring Prospectus, our Company has considered as material, the companies (other than our Promoters and
Subsidiaries), forming part of the Promoter Group with which our Company has had transactions in the most
recent financial year or the relevant stub period for which financial information is disclosed in this Draft Red
Herring Prospectus, as applicable, which individually or in the aggregate, exceed 10% of the total restated
consolidated revenue from operations of our Company for the most recent financial year or the stub period, as the
case may be, based on the Restated Consolidated Summary Statement.
Based on the parameters mentioned above, as on the date of this Draft Red Herring Prospectus, we have identified
the following as Group Companies, the details of which are set forth below:
S. No. Name Registered Office
1. Goldman Sachs (India) Securities Private Limited 9th and 10th Floor, Ascent-Worli, Sudam Kalu Ahire
Marg, Worli, Mumbai – 400 025
2. Purelearn Eduinfra Chennai Private Limited Sy. No.403/1 (Old), 120 (New), 4th Floor, Niharika
Jubilee One, Road no.1, Jubilee Hills, Hyderabad 500
033, Telangana, India.
3. Educap Elevate Advisors India Private Limited 8C/601, Alica, Lokhandwala Township, Kandivali East,
Kandivali East, Mumbai- 400101, Maharashtra
4. Ecobox Industrial Development Private Limited HD-909, Plot C 20 G Block, WeWork Enam Sambhav,
Near MCA, BKC, Bandra East Mumbai 400051
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit/(loss) after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net
asset value, of our top five Group Companies determined on the basis of their annual turnover, based on their
respective financial statements for the preceding three years shall be hosted on the website of the respective Group
Companies or the website of our Company#, as indicated below:
S. No. Name Website
1. G oldman Sachs (India) Securities Private Limited# https://elevatecampuses.com/investors
2. P urelearn Eduinfra Chennai Private Limited#* https://elevatecampuses.com/investors
3. E cobox Industrial Development Private Ltd#* https://elevatecampuses.com/investors
4. E ducap Elevate Advisors India Private Limited#* https://elevatecampuses.com/investors
# The financial information in relation to these companies has been hosted on the website of our Company.
* Since these companies have been incorporated in Fiscal 2025, accordingly financial statements for the Financial Year 2023 and 2024 are unavailable.
Our Company has provided links to such websites solely to comply with the requirements specified under the
SEBI ICDR Regulations. The information provided on the websites given above should not be relied upon or used
as a basis for any investment decision. The financial information in relation to the Group Companies made
available on their respective websites, do not constitute, a part of (i) this Draft Red Herring Prospectus; (ii) the
Red Herring Prospectus; or (iii) Prospectus, (iv) a statement in lieu of a prospectus , (v) an offering circular, an
offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase
or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in
India or elsewhere in the world. Such information should not be considered as part of information that any investor
should consider in order to subscribe for or purchase any securities of our Company, its Subsidiaries or any entity
in which it or its shareholders have significant influence (collectively, the “Group”) and should not be relied upon
or used as a basis for any investment decision. None of the Group or any of its advisors, nor any of the 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 financial information in relation to the top 5 Group Companies
made available on their respective websites, as detailed below.
533Common pursuits
There are no common pursuits between our Group Companies and our Company, as on the date of this Draft Red
Herring Prospectus. We shall adopt necessary procedures and practices as permitted by law to address any
instances of conflict of interest, as and when they may arise.
Related business transactions with our Group Companies and their significance on the financial
performance of our Company
Except for the transactions set forth in “Other Financial Information - Related Party Transactions” on page 500,
there are no related business transactions between our Group Companies and our Company.
Nature and interests of our Group Companies
As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the
promotion of our Company.
Our Group Companies do not have any interest in any property acquired by our Company in the three years
preceding the date of filing this Draft Red Herring Prospectus or proposed to be acquired by our Company as on
the date of this Draft Red Herring Prospectus.
Further, our Company proposes to acquire PE Chennai through the Net Proceeds. For more details, please see
“Objects of the Issue” on page 140.
Except as disclosed below, our Group Companies do not have an interest in any transaction by our Company
pertaining to acquisition of land, construction of building, supply of machinery, etc.:
Our Company holds optionally convertible debentures in PE Chennai. For further details please see section titled
“Proposed Acquisitions – Purelearn Eduinfra Chennai Private Limited” on page 273.
Except as disclosed in “Other Financial Information - Related Party Transactions” on page 500, and in the ordinary
course of business, our Group Companies do not have or currently propose to have any business interest in our
Company.
Litigation
As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies
which may have a material impact on our Company.
Other confirmations
As on date of this Draft Red Herring Prospectus, our Group Companies are not listed on any stock exchange in
India or abroad. Further, our Group Companies have not made any public, rights issue or composite issue (as
defined under the SEBI ICDR Regulations) of securities in the preceding three years.
534OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Corporate Approvals
• The Issue has been authorised by our Board pursuant to resolution dated September 26, 2025, and by our
Shareholders pursuant to a special resolution dated September 26, 2025.
• Our Board has pursuant to its resolution dated September 28, 2025, and the IPO Committee pursuant to
its resolution dated September 28, 2025 have approved this Draft Red Herring Prospectus for filing with
SEBI and the Stock Exchanges.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant
to letters dated [●] and [●], respectively.
Prohibition by SEBI, RBI or governmental authorities
Our Company, our Promoters, members of our Promoter Group, our Directors and the persons in control of our
Promoters or our Company confirm that they 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 authority or court having jurisdiction over them.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Each of our Company, our Promoters and members of our Promoter Group, confirm that they are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable to them in respect of
their holding in our Company, as on the date of this Draft Red Herring Prospectus.
Directors associated with the securities market
None of our Directors are associated with the securities market in any manner and there are no outstanding actions
initiated by the SEBI against any of our Directors in the five years immediately preceding the date of this Draft
Red Herring Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with the eligibility criteria provided in Regulation 6(2) of the
SEBI ICDR Regulations, which states the following:
“An issuer not satisfying the condition stipulated in sub-regulation (1) shall be eligible to make an initial public
offer only if the issue is made through the book-building process and the issuer undertakes to allot at least seventy
five percent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to
do so.”
We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1)(a) of the SEBI ICDR
Regulations of having net tangible assets of at least ₹30.00 million, calculated on a restated and consolidated basis,
in each of the preceding three full years (of twelve months each), of which not more than fifty per cent. are held
in monetary assets, and is therefore required to meet the conditions as detailed under Regulation 6(2) of the SEBI
ICDR Regulations.
We are therefore required to allot not less than 75% of the 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. Further, not more than 15% of the Issue shall be available for allocation to Non-Institutional Investors
of which one-third of the Non-Institutional Portion will 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 will 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 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
535received at or above the Issue Price. Further, not more than 10% of the Issue shall be available for allocation to
Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Issue Price.
Our Company confirms that it is in compliance with the following conditions specified 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, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Issue shall be not less than 1,000, failing which, the entire Bid money will be
refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws. Our Company is in
compliance with the conditions specified in Regulations 5, to the extent applicable, of the SEBI ICDR Regulations
Our Company is in compliance with the following conditions specified in Regulation 5 of the SEBI ICDR
Regulations:
(a) neither our Company nor our Directors or Promoters or members of our Promoter Group, are debarred
from accessing the capital markets by SEBI;
(b) neither our Promoters nor our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI;
(c) neither our Company nor any of our Directors or Promoters or members of the Promoter Group is a
Wilful Defaulter or a Fraudulent Borrower;
(d) none of our Directors is a Fugitive Economic Offender under Section 12 of the Fugitive Economic
Offenders Act, 2018; and
(e) as on the date of this Draft Red Herring Prospectus, other than the options to be granted in terms of the
ESOP Schemes, there are no outstanding warrants, options or rights to convert debentures, loans or other
instruments convertible into, or any other right which would entitle any person any option to receive
Equity Shares. See “Capital Structure” on page 104.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO 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 THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS BEING, JM FINANCIAL LIMITED, IIFL
CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) AND
MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THIS 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. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLMS, JM FINANCIAL LIMITED, IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS
IIFL SECURITIES LIMITED) AND MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED
HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 28, 2025 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.
536THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
OUR COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMS, ANY IRREGULARITIES OR
LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to this Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC including in terms of Section 32 of the Companies Act 2013. All legal requirements
pertaining to this Issue will be complied with at the time of filing of the Prospectus with the RoC including in
terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act 2013.
Disclaimer from our Company, our Directors and the BRLMs
Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this
Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s
instance and anyone placing reliance on any other source of information, or any website of our Promoters,
Subsidiaries or our Group Companies, 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.
All information, to the extent required in relation to the Issue, shall be made available by our Company, and the
BRLMs to the public and investors at large and no selective or additional information would be available for a
section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at Bidding Centres or elsewhere.
Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company,
the Underwriters and their respective directors, partners, designated partners, trustees, officers, agents, affiliates,
and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, 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, Underwriters and their respective directors, officers, partners, designated partners, trustees agents,
affiliates, 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 Subsidiaries, our Group Companies, our Promoters,
members of our Promoter Group and their directors and officers, their group companies, 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 Subsidiaries, our Group Companies, our
Promoters, members of our Promoter Group and their directors and officers, group companies, affiliates or
associates or third parties (as applicable), 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.
Disclaimer in respect of jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872), Hindu Undivided Families (“HUFs”), companies,
other corporate bodies and societies registered under the applicable laws in India and authorized to invest in equity
shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to permission from the RBI), systemically important non-banking
financial companies or trusts under the applicable trust laws, and who are authorized under their respective
constitutions to hold and invest in equity shares, public financial institutions as specified under Section 2(72) of
the Companies Act 2013, multilateral and bilateral development financial institutions, state industrial development
corporations, venture capital funds, permitted insurance companies registered with IRDAI, 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, permitted provident funds
(subject to applicable law) and permitted pension funds (subject to applicable law), National Investment Fund,
insurance funds set up, and managed by army, navy or air force of Union of India, insurance funds set up and
537managed by the Department of Posts, Government of India (“GoI”), to permitted Non-Residents including Eligible
NRIs, Alternative Investment Funds (“AIFs”), Foreign Portfolio Investors registered with SEBI (“FPIs”) and
QIBs. This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe
to or purchase the Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make
an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus
comes is required to inform himself or herself about, and to observe, any such restrictions.
Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) at, Mumbai at
Maharashtra, India only.
Neither the delivery of this Draft Red Herring Prospectus nor the issue of the issued shares shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the date
of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent
to this date.
Invitations to subscribe to the Equity Shares in the Issue will be made only pursuant to the Red Herring Prospectus
if the recipient is in India or the preliminary offering memorandum for the Issue, which comprises the Red Herring
Prospectus and the preliminary international wrap for the Issue, if the recipient is outside India.
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.
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 Draft Red Herring Prospectus has been filed with the SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft
Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction.
Eligibility and Transfer Restrictions
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 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 in the United States. Accordingly, the Equity Shares are only
being offered and sold (i) within the United States to persons reasonably believed to be “qualified institutional
buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red Herring Prospectus
as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor
defined under applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”)
pursuant to Section 4(a) of the U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as
defined in, and in compliance with, Regulation S under the U.S. Securities Act and, in each case, in compliance
with the applicable laws of the jurisdictions where those offers and sales are made.
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.
Until the expiry of 40 days after the commencement of this Issue, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in this Issue) may violate the registration requirements
of the U.S. Securities Act, unless made pursuant to Rule 144A or another available exemption from the registration
requirements of the U.S. Securities Act and in accordance with applicable state securities laws in the United States.
Disclaimer clause of BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus, and the Prospectus prior to filing with the RoC.
538Disclaimer clause of NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus, and the Prospectus prior to filing with the RoC.
Listing
The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and the Prospectus are proposed
to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission
to deal in and for an official quotation of the Equity Shares being issued and [●] is the Designated Stock Exchange,
with which the Basis of Allotment will be finalized for the Issue.
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 Bidders in pursuance of the 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 of the Bid/ Issue Closing Date or such other period as may be prescribed by the
SEBI. If our Company does not Allot the Equity Shares within two Working Days from the Bid/ Issue Closing
Date or within such timeline as prescribed by SEBI, all amounts received in the Public Issue Accounts will be
transferred to the Refund Account and it shall be utilised to repay, without interest, all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders as prescribed under applicable law. If such
money is not repaid within the prescribed time, then our Company and every officer in default shall be liable to
repay the money, with interest, as prescribed under applicable laws.
Consents
Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, the legal counsel to
our Company, the bankers to our Company, lenders to our Company (wherever applicable), industry report
provider, independent chartered accountant, independent architect, the BRLMs and Registrar to the Issue have
been obtained; and (b) the Syndicate Members, Bankers to the Issue (Escrow Collection Bank, Public Issue
Account Bank, Sponsor Bank(s) and Refund Bank) and Monitoring Agency to act in their respective capacities,
will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the
Companies Act 2013, and such consents shall not be withdrawn up to the time of filing of the Red Herring
Prospectus with the RoC.
Experts
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red
Herring Prospectus:
Our Company has received written consent dated September 28, 2025 from S R B C & CO LLP, Chartered
Accountants to include their name as required under Section 26(1) of the Companies Act 2013 read with SEBI
ICDR Regulations, in this Draft 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 (i)
examination report dated September 26, 2025 on our Restated Consolidated Summary Statement; and (ii) report
dated September 26, 2025 on the statement of possible special tax benefits, included in this Draft 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 written consent dated September 28, 2025 from N B T and Co, Chartered Accountants,
bearing firm registration number 140489W, to include their name as required under Section 26 of the Companies
Act 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined
under Section 2(38) of the Companies Act 2013 in respect of various certifications issued by them in their capacity
as independent chartered accountant to our Company and details derived therefrom as included in this Draft Red
Herring Prospectus.
Our Company has received written consent dated September 22, 2025 from architect, R. Laxman, bearing
membership number CA/2004/33750 to include their name as required under Section 26 of the Companies Act
2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined under
Section 2(38) of the Companies Act 2013 to the extent and in its capacity as an independent architect, in respect
of information certified by it, as included in this Draft Red Herring Prospectus.
539Our Company has received written consent dated September 24, 2025 from architect, PNC Architect, bearing
Registration No. 72383/2023 to include its name as required under Section 26 of the Companies Act 2013 read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as defined under Section
2(38) of the Companies Act 2013 to the extent and in its capacity as an independent architect, in respect of
information certified by it, as included in this Draft Red Herring Prospectus.
Our Company has received written consent dated September 23, 2025 from architect, Quantum ProjectInfra Ltd.
bearing membership number CA/2019/116678 to include their name as required under Section 26 of the
Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an “expert”, as
defined under Section 2(38) of the Companies Act 2013 in respect of various certifications issued by them in their
capacity as an independent architect and details derived therefrom as included in this Draft Red Herring
Prospectus.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Particulars regarding public or rights issues during the last five years
Except as disclosed in the section “Capital Structure - Notes to the Capital Structure – Share capital history of
our Company – History of Equity Shares capital of our Company” on page 105, there has been no public issues
or rights issues undertaken by our Company, during the five years preceding the date of this Draft Red Herring
Prospectus.
Commission or brokerage on previous issues in the last five years
Since this is an initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years immediately preceding the date of this Draft Red Herring Prospectus.
Capital issues in the preceding three years, by our Company our listed Group Companies, Subsidiaries
and associates of our Company
Except as disclosed in “Capital Structure - Notes to the Capital Structure – Share capital history of our Company
– History of Equity Shares capital of our Company” on page 105, our Company has not made any capital issues
during the three years immediately preceding the date of this Draft Red Herring Prospectus. Further, as on the date
of this Draft Red Herring Prospectus, our Company does not have any associates, listed Group Companies or listed
Subsidiaries.
Particulars regarding public/rights issue of our Company and performance vis-à-vis objects
Except as disclosed in the section “Capital Structure - Notes to the Capital Structure – Share capital history of
our Company – History of Equity Shares capital of our Company” on page 105, there has been no public issues/
rights issues undertaken by our Company, during the five years preceding the date of this Draft Red Herring
Prospectus.
Performance vis-à-vis objects – Public/rights issue of the listed Promoters / Subsidiaries of our Company
As on date of the Draft Red Herring Prospectus, none our Subsidiaries or Promoters are listed on any stock
exchange.
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 Offer.
540Price information of past issues handled by the BRLMs
JM Financial Limited
1. 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 Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Listing Date closing benchmark] - closing benchmark] - closing benchmark] -
(in ₹) 30th calendar days from 90th calendar days from 180th calendar days from
listing listing listing
1. Urban Company Limited*12 19,000.00 103.00 September 17, 2025 162.25 Not Applicable Not Applicable Not Applicable
2. Vikram Solar Limited* 20,793.69 332.00 August 26, 2025 338.00 -1.48% [1.40%] Not Applicable Not Applicable
3. JSW Cement Limited* 36,000.00 147.00 August 14, 2025 153.50 1.17% [1.96%] Not Applicable Not Applicable
4. Brigade Hotel Ventures Limited*11 7,596.00 90.00 July 31, 2025 81.10 -3.22% [-1.38%] Not Applicable Not Applicable
5. GNG Electronics Limited* 4,604.35 237.00 July 30, 2025 355.00 42.55% [-1.42%] Not Applicable Not Applicable
6. Indiqube Spaces Limited*7 7,000.00 237.00 July 30, 2025 216.00 -9.64% [-1.42%] Not Applicable Not Applicable
7. Anthem Biosciences Limited#9 33,950.00 570.00 July 21, 2025 723.10 43.54% [-0.68%] Not Applicable Not Applicable
8. Smartworks Coworking Spaces 5,825.55 407.00 July 17, 2025 435.00 11.79% [-1.91%] Not Applicable Not Applicable
Limited*10
9. HDB Financial Services Limited* 1,25,000.00 740.00 July 2, 2025 835.00 2.51% [-2.69%] Not Applicable Not Applicable
10. Kalpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 -2.83% [-2.69%] -9.66% [0.44%] Not Applicable
Source: www.nseindia.com, 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.
7. A discount of Rs. 22 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. 50 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 37 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 3 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
12. A discount of Rs. 9 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
5412. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
JM Financial Limited.
Financial Total no. Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year of raised discount on as on 30th premium on as on 30th discount as on 180th calendar premium as on 180th calendar
IPOs (` Millions) calendar days from listing date calendar days from listing date days from listing date days from listing date
Over Between Less than Over 50% Between Less than Over Between Less than Over Between Less than
50% 25% - 50% 25% 25%-50% 25% 50% 25%-50% 25% 50% 25%-50% 25%
2025-2026 15 3,67,872.20 - 1 4 - 3 4 - - - - - -
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
IIFL Capital Services Limited (Formerly known as IIFL Securities Limited)
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by IIFL Capital Services
Limited (Formerly known as IIFL Securities Limited).
Sr. No. Issuer Name Issue Size Issue Price Designated Listing Date Opening +/- % change in +/- % change in +/- % change in
(in Rs. Mn) (Rs.) Stock Exchange Price on closing price*, [+/- % closing price*, [+/- closing price*, [+/-
as disclosed in Listing change in closing % change in closing % change in
the red herring Date benchmark]- 30th benchmark]- 90th closing
prospectus filed calendar days from calendar days from benchmark]-
listing listing 180th calendar
days from listing
1. Oswal Pumps 13,873.40 614.00 NSE June 20, 2025 634.00 +17.96%, [-0.57%] +29.28%, [+0.87%] N.A.
Limited
2. Arisinfra 4,995.96 222.00 NSE June 25, 2025 205.00 -33.84%, [-0.72%] -23.21%, [+0.33%] N.A.
Solutions Limited
3. Ellenbarrie 8,525.25 400.00 NSE July 1, 2025 486.00 +41.09%, [-2.69%] +21.75%, [-3.47%] N.A.
Industrial Gases
Limited
4. HDB Financial 1,25,000.00 740.00 NSE July 2, 2025 835.00 +2.51%, [-2.69%] N.A. N.A.
Services Limited
5. Smartworks 5,825.55 407.00(1) NSE July 17, 2025 435.00 +11.79%, [-1.91%] N.A. N.A.
Coworking
Spaces Limited
6. GNG Electronics 4,604.35 237.00 NSE July 30, 2025 355.00 +42.55%, [-1.42%] N.A. N.A.
Limited
7. Aditya Infotech 1,300.00 675.00(2) NSE August 5, 2025 1,015.00 +101.14%, [+0.27%] N.A. N.A.
Limited
542Sr. No. Issuer Name Issue Size Issue Price Designated Listing Date Opening +/- % change in +/- % change in +/- % change in
(in Rs. Mn) (Rs.) Stock Exchange Price on closing price*, [+/- % closing price*, [+/- closing price*, [+/-
as disclosed in Listing change in closing % change in closing % change in
the red herring Date benchmark]- 30th benchmark]- 90th closing
prospectus filed calendar days from calendar days from benchmark]-
listing listing 180th calendar
days from listing
8. Bluestone 15,406.50 517.00 NSE August 19, 510.00 +15.13%, [+1.40%] N.A. N.A.
Jewellery and 2025
Lifestyle Limited
9. iValue 5,602.95 299.00 NSE September 25, 284.95 N.A. N.A. N.A.
Infosolutions 2025
Limited
10. GK Energy 4,642.60 153.00 NSE September 26, 171.00 N.A. N.A. N.A.
Limited 2025
Source: www.nseindia.com; www.bseindia.com, as applicable
(1) A discount of Rs. 37 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of Rs. 60 per equity share was offered to eligible employees bidding in the employee reservation portion.
*Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered
for all of the above calculations. The 30th, 90th and 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 from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The
above past price information is only restricted to past 10 initial public offers.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
IIFL Capital Services Limited (Formerly known as IIFL Securities Limited).
Financial Total No. Total Funds No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at discount No. of IPOs trading at premium
Year of IPO’s Raised – 30th calendar days from – 30th calendar days from – 180th calendar days from – 180th calendar days from
(in Rs . Mn) listing listing listing listing
Over Between Less Over Between Less than Over Between Less than Over Between Less
50% 25-50% than 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% than
25% 25%
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 4
2025-26 12 2,64,476.56 - 1 1 1 2 5 - - - - - -
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective
date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
543Morgan Stanley India Company Private Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Morgan Stanley India
Company Private Limited
Sl. No. Issue name Issue size (₹ Issue price Listing date Opening +/- % change in +/- % change in closing +/- % change in closing
million) (₹) price on closing price, [+/- % price, [+/- % change in price, [+/- % change in
listing change in closing closing benchmark]- 90th closing benchmark]- 180th
date benchmark]- 30th calendar days from calendar days from listing
(in ₹) calendar days from listing
listing
1 Urban Company Limited 19,000.00 103.00 September 17, 2025 162.25 NA NA NA
2 HDB Financial Services 1,25,000.00 740.00 July 02, 2025 835.00 +2.5% NA NA
Limited [-3.0%]
3 Schloss Bangalore Limited 35,000.00 435.00 June 02, 2025 406.00 -6.9% -8.2% NA
[+3.2%] [-1.3%]
4 Dr Agarwal’s Health Care 30,272.60 402.00 February 04, 2025 402.00 +4.0% -12.0% +12.4%
Limited [-4.4%] [+4.2%] [+5.2%]
5 International Gemmological 42,250.00 417.00 December 20, 2024 510.00 + 24.2% - 21.4% -11.5%
I nstitute (India) Limited [- 3.1%] [- 4.4%] [+3.8%]
6 Sai Life Sciences Limited 80,000.00 549.00 December 18, 2024 650.00 + 30.6% + 28.4% +40.3%
[- 4.2%] [- 7.5%] [+1.6%]
7 Vishal Mega Mart Limited 30,426.20 78.00 December 18, 2024 104.00 + 40.0% + 29.9% +58.6%
[- 4.2%] [- 7.5%] [+1.6%]
8 Zinka Logistics Solutions 11,147.22 273.00 November 22, 2024 280.90 + 83.8% +54.3% +78.2%
Limited [+ 1.0%] [-1.8%] [+5.7%]
9 Niva Bupa Health Insurance 22,000.00 74.00 November 14, 2024 78.14 + 13.0% +8.1% +15.0%
Company limited [+ 5.1%] [-2.1%] [+5.8%]
10 Hyundai Motor India Limited 2,78,556.83 1,960.00 October 22, 2024 1,934.00 -6.6% -8.7% -15.2%
[-5.1%] [-6.4%] [-3.8%]
11 Brainbees Solutions Limited 41,937.28 465.00 August 13, 2024 651.00 + 37.5% +21.4% -10.0%
[+ 2.3%] [-0.8%] [-3.2%]
12 Go Digit General Insurance 26,146.46 272.00 May 23, 2024 286.00 + 22.8% + 30.8% + 16.3%
Limited [+ 4.0%] [+ 9.3%] [+ 3.8%]
Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details.
Notes:
1. Issue Size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point
2. Benchmark index considered is NIFTY50
3. If the 30th/90th/180th day falls on a trading holiday then pricing information on the preceding trading day has been considered
4. Pricing Performance for the company is calculated as per the final offer price
5. Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date
5442. Summary statement of price information of past issues (during current Financial Year and two Financial Years preceding the current Financial Year) handled by
Morgan Stanley:
Financial Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. amount of 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
of funds raised Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
IPOs (₹ Mn.) 25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2025-26 3 1,79,000.00 - - 1* - - 1* - - - - - -
2024-25 9 5,62,736.58 - - 1 1 3 4 - - 3 2 1 3
2023-24 - - - - - - - - - - - - - -
Source: www.nseindia.com
Notes:
1. Total number of IPOs and total amounts of funds raised includes 12 Issues: Urban Company Limited, HDB Financial Services Limited, Schloss Bangalore Limited, Dr Agarwal’s Health Care Limited, International
Gemmological Institute (India) Limited, Sai Life Sciences Limited, Vishal Mega Mart Limited, Zinka Logistics Solutions Limited, Niva Bupa Health Insurance Company limited, Hyundai Motor India Limited,
Brainbees Solutions Limited and Go Digit General Insurance Limited. Trading performance includes 11 issues: Hyundai Motor India Limited, Brainbees Solutions Limited, Go Digit General Insurance Limited and
Niva Bupa Health Insurance Company Limited, Zinka Logistics Solutions Limited, Vishal Mega Mart Limited, Sai Life Sciences Limited, International Gemmological Institute (India) Limited, Dr Agarwal’s Health
Care Limited, Schloss Bangalore Limited, HDB Financial Services Limited
2. * Only for those IPOs which have completed 30 or 180 calendar days from listing till now
545Track record of past issues handled by 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, please see the websites of the BRLMs, as set forth in the table below:
Sr. No Name of the BRLM Website
1. JM Financial Limited www.jmfl.com
2. IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) www.iiflcapital.com
3. Morgan Stanley India Company Private Limited www.morganstanley.com
For further details in relation to the BRLMs, see “General Information – Book Running Lead Managers” on page
97.
Stock Market Data of the Equity Shares
This being the initial public offering of the Equity Shares, the Equity Shares are not listed on any stock exchange
as on the date of this Draft 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 retention of records with the Registrar to the Issue for a minimum period
of eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
in order to enable the investors to approach the Registrar to the Issue for redressal of their grievances. The
Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA Bidders.
Bidders may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue in
case of any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Issue related queries and for redressal of complaints, investors may
also write to the BRLMs. The Registrar to the Issue shall obtain the required information from the SCSBs
for addressing any clarifications or grievances of ASBA Bidders. 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 the SEBI ICDR
Regulations.
All Issue related grievances, other than those of Anchor Investors may be addressed to the Registrar to the Issue
with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details
such as name of the sole or First Bidder, ASBA 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), date of ASBA 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.
All Issue related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. For Issue-related grievances, investors may contact the BRLMs, whose contact
details are disclosed in “General Information – Book Running Lead Managers” on page 97.
In terms of SEBI ICDR Master Circular and any subsequent circulars, as applicable, issued by SEBI, 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 within three months of the date of listing of the Equity Shares with the
concerned SCSB. 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.
546Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant
SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled/withdrawn/deleted Bid Amount, whichever is higher cancellation/withdrawal/deletion is
applications 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 From the date on which multiple
same Bid made through the UPI other than the original Bid Amount; amounts were blocked till the date of
Mechanism and actual unblock
2. ₹100 per day or 15% per annum of
the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less excess of the Bid Amount were
the Bid Amount; and blocked till the date of actual unblock
2. ₹100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non ₹100 per day or 15% per annum of the From the Working Day subsequent to
Allotted/partially Allotted applications Bid Amount, whichever is higher the finalisation of the Basis of
Allotment till the date of actual
unblock
Further, in the event there is a delay in redressal of the investor grievance, beyond the date of receipt of the
complaint from the investor, for each day delayed the BRLMs shall compensate the investors at the rate higher of
₹100 per day or 15% per annum of the application amount. 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.
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
by the intermediary responsible for causing such delay in unblocking in accordance with applicable law. 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.
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.
Our Company, the BRLMs and the Registrar to the Issue accept no responsibility for errors, omissions,
commission of any acts of the Designated Intermediaries, including any defaults in complying with its obligations
under the SEBI ICDR Regulations.
For grievance redressal contact details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “Issue
Procedure – General Instructions” on page 571.
Disposal of Investor Grievances by our Company
We estimate that the average time required by our Company and/or the Registrar to the Issue for the redressal of
routine investor grievances shall be seven to ten Working Days from 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 appointed Nishthi Haresh Dharmani as the Company Secretary and Compliance Officer of our
Company. For details, see “General Information – Company Secretary and Compliance Officer” on page 96.
547Our Company has applied for registration on the SEBI SCORES platform and shall obtain authentication on the
SCORES in terms of the SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156) dated September
20, 2023 in relation to redressal of investor grievances through SCORES.
Further, our Board has constituted a Stakeholders’ Relationship Committee, which is responsible for redressal of
grievances of the security holders of our Company. For details, see “Our Management – Board Committees” on
page 363.
Our Company has not received any investor complaint during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus.
Other confirmations
Any person connected with the Issue shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise, to any person for making a Bid in the Issue, except for fees or
commission for services rendered in relation to the Issue.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of Draft Red Herring Prospectus, our Company has not sought any exemption from complying
with any provisions of securities laws.
548SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares bearing face value of ₹1 each being issued and Allotted pursuant to the Issue will be subject to
the provisions of the Companies Act 2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum
of Association, the Articles of Association, the SEBI Listing Regulations, the terms of this Draft Red Herring
Prospectus, the Red Herring Prospectus and the Prospectus, the Bid cum Application Form, the Revision Form,
the CAN, the Abridged Prospectus and other terms and conditions as may be incorporated in the Allotment Advice
and other documents and certificates that may be executed in respect of the Issue. The Equity Shares bearing face
value of ₹1 each will also be subject to all applicable laws, guidelines, rules, notifications and regulations relating
to the issue and listing and trading of securities, issued from time to time, by the SEBI, the GoI, the Stock
Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of the Issue and to the extent
applicable or such other conditions as maybe prescribed by the SEBI, the Government of India, the Stock
Exchanges, the RoC and/or such governmental and/or regulatory authority while granting approval for the Issue.
The Issue
The Issue is through an issue of Equity Shares by our Company. Expenses for the Issue shall be incurred in the
manner specified in “Objects of the Issue – Issue related expenses” beginning on page 136.
Ranking of Equity Shares
The Equity Shares bearing face value of ₹1 each being issued, and Allotted pursuant to the Issue will be subject
to the applicable laws including provisions of the Companies Act 2013, the SEBI ICDR Regulations, the SCRA,
SCRR, the Memorandum of Association and the Articles of Association and will rank pari passu in all respects
with the existing Equity Shares bearing face value of ₹1 each, including rights in respect of dividends, voting and
other corporate benefits, if any, declared by our Company after the date of Allotment in accordance with applicable
law. See “Main Provisions of the Articles of Association” on page 581.
Mode of payment of dividend
Our Company shall pay dividend, if declared, to the Shareholders, as per the provisions of the Companies Act
2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, the dividend
distribution policy of the Company, any guidelines or directives that may be issued by the GoI in this respect and
other applicable law. Any dividends declared after the date of Allotment in this Issue will be payable to the
Allottees, for the entire year, in accordance with applicable law. For further details in relation to dividends, see
“Dividend Policy” and “Main Provisions of the Articles of Association” on pages 379 and 581, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹1. At any given point of time there will be only one denomination for the
Equity Shares. The Floor Price is ₹[●] per Equity Share. The Issue Price is ₹[●] per Equity Share. The Anchor
Investor Issue Price is ₹[●] per Equity Share.
The Issue Price, Price Band and the minimum Bid Lot will be decided by our Company in consultation with the
BRLMs, and shall be published at least (2) two Working Days prior to the Bid/ Issue Opening Date, in [●] editions
of English national daily newspaper, [●], [●] editions of Hindi national daily newspaper, [●] and [●] editions of
a Marathi daily newspaper, [●], Marathi being the regional language of Maharashtra, where our Registered Office
is located, and shall be made available to the Stock Exchanges for the purpose of uploading 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 at the website of the Stock Exchanges. The Issue Price shall be
determined by our Company in consultation with the BRLMs, in compliance with the SEBI ICDR Regulations
after the Bid/ Issue Closing Date, on the basis of assessment of market demand for the Equity Shares issued by
way of the Book Building Process.
Rights of the Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Shareholders will
have the following rights:
• right to receive dividends, if declared;
549• right to attend general meetings and exercise voting powers, unless prohibited by law;
• right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act 2013;
• right to receive offers for rights shares and be allotted bonus shares, if announced;
• right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
• right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and
• such other rights as may be available to a shareholder of a listed public company under the Companies
Act 2013, the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles
of Association.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” on page 581.
Allotment only in dematerialized form
In terms of Section 29 of the Companies Act 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialized form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the
trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges.
In this context, two agreements have been entered into and amongst our Company, the respective Depositories
and the Registrar to the Issue:
1. Tripartite agreement dated June 17, 2025, among our Company, NSDL and Registrar to the Issue.
2. Tripartite agreement dated June 1, 2025, among our Company, CDSL and the Registrar to the Issue.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Market Lot and Trading Lot
Since trading of our Equity Shares on the Stock Exchanges is in dematerialized form, the tradable lot is one Equity
Share. Allotment in the Issue will be only in electronic form in multiples of one Equity Share, subject to a
minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment, see “Issue Procedure” on page
559.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Mumbai,
Maharashtra, India.
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 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 in the United States.
Accordingly, the Equity Shares are only being offered and sold (i) within the United States to persons
reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the
term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) pursuant to Section 4(a) of
the U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in, and in
compliance with, Regulation S under the U.S. Securities Act and, in each case, in compliance with the
applicable laws of the jurisdictions where those offers and sales are made.
550The 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.
Joint holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of any Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship.
Nomination facility
In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole or first Bidder, 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, will vest, to the exclusion of all other persons, unless the nomination is verified
or cancelled in the prescribed manner. A nominee entitled to the Equity Shares by reason of the death of the
original holder(s), will, in accordance with Section 72 of the Companies Act 2013, be entitled to the same benefits
to which he or she will be entitled if he or she were the registered holder of the Equity Shares. 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 the holder’s death during 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
varied by nominating any other person in place of the present nominee, by the holder of the Equity Shares who
has made the nomination, by giving a notice of such cancellation or variation to our Company in the prescribed
form. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be
made only on the prescribed form available on request at the Registered Office or at the registrar and share transfer
agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013, will, on the
production of such evidence as may be required by our Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• 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 dividend, 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 dematerialized form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participant.
Bid/ Issue Period
BID/ ISSUE OPENS ON(1) [●]
BID/ ISSUE CLOSES ON(2)(3) [●]
FINALIZATION OF BASIS OF ALLOTMENT WITH THE On or about [●]
DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about [●]
INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA
ACCOUNT
CREDIT OF EQUITY SHARES TO DEPOSITORY On or about [●]
ACCOUNTS OF ALLOTTEES
COMMENCEMENT OF TRADING OF THE EQUITY On or about [●]
SHARES ON THE STOCK EXCHANGES
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bidding Date shall
be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company in consultation with the BRLMs, may decide to close the Bid/ Issue Period for QIBs one Working Day prior to the Bid/
Issue Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/ Issue Closing Date.
551In case of (i) 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 by the intermediary responsible for causing such delay
in unblocking in accordance with applicable law. 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 fund.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular.
The aforesaid timetable, other than the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, is
indicative in nature and does not constitute any obligation or liability on our Company or the members of
the Syndicate. While our Company will use best efforts to ensure that listing and trading of our Equity
Shares on the Stock Exchanges commences such period as may be prescribed by SEBI, the timetable may
be subject to change for various reasons, including extension of Bid/ Issue Period by our Company due to
revision of the Price Band, any delays in receipt of final listing and trading approvals from the Stock
Exchanges, delay in receipt of final certificates from SCSBs, etc. Our Company shall within two days from
the closure of the Issue, 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 in accordance with applicable law
In terms of the UPI Circulars, in relation to the Issue, the BRLMs 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 of Bid/ Issue Closing Date or such time 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 post the date of this Draft Red Herring Prospectus may result in
changes to the above-mentioned timelines. Further, the Issue procedure is subject to change basis 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 Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For RIIs, other than QIBs
and Non-Institutional Investors
Submission of electronic applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through online channels like internet banking, mobile
banking and Syndicate UPI ASBA applications)
Submission of electronic applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Retail, Non-Individual 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- Only between 10.00 a.m. and up to 12.00 p.m. IST
Retail, Non-Individual applications of QIBs and Non-
Institutional Investors where Bid Amount is more than
₹500,000)
Modification/ Revision/cancellation of Bids
Upward revision of Bids by QIBs and Non- Only between 10.00 a.m. on the Bid/ Issue Opening Date and up
Institutional Investors categories# to 4.00 p.m. IST on Bid/ Issue Closing Date
Upward or downward revision of Bids or cancellation Only between 10.00 a.m. on the Bid/ Issue Opening Date and up
of Bids by RIIs to 5.00 p.m. IST on Bid/ Issue Closing Date
Our Company in consultation with the BRLMs, may decide to close the Bid/ Issue Closing Period for QIBs one Working Day prior to the Bid/
Issue Closing Date, in accordance with the SEBI ICDR Regulations.
*UPI mandate end time and date shall be at 5:00 pm on the Bid/ Issue Closing Date.
#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 Investors, and
(ii) until 5:00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs.
552On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by RIIs after taking into account the total number of Bids received up to closure of timings for acceptance
of Bid cum Application Forms as stated herein and as reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids, shall be processed only after the application monies are blocked in the ASBA Account
and 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.
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 Book Running Lead Managers and the Registrar to
the Issue not later than the next working day from the finalization of basis of allotment by the Registrar to the
Issue, as per the format prescribed in SEBI ICDR Master Circular.
To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
Due to limitation of time available for uploading Bids on the Bid/ Issue Closing Date, Bidders are advised to
submit 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 for electronic applications and 12.00 p.m. IST on the Bid/ Issue Closing Date for physical
applications. Any time mentioned in this Draft 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 this Issue.
Bids and any revision to the Bids, will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Issue Period and revisions shall not be accepted on Saturdays and public holidays. The Designated
Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/ Issue Period
till 5.00 pm on the Bid/ Issue Closing Date after which the Stock Exchange(s) send the bid information to the
Registrar to the Issue for further processing. Further, 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/bank 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, provided that: (i) the Cap Price will be less than or equal
to 120% of the Floor Price, (ii) the Cap Price will be at least 105% of the Floor Price, and (iii) the Floor Price will
not be less than the face value of the Equity Shares. Subject to compliance with the foregoing, the Floor Price
may move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly.
In case of revision in the Price Band, the Bid/ Issue Period will be extended by 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, extend the Bid/ Issue Period for a minimum of one
Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days in compliance with the SEBI
ICDR Regulations.
Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated
by notification to the Stock Exchanges by issuing a public notice and by indicating the change on the
websites of the BRLMs and terminals of the Syndicate Members and will also be intimated to the
Designated Intermediaries and the Sponsor Bank(s). However, in case of revision in the Price Band, the
Bid Lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-à-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
553If 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 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 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. If
there is a delay beyond such time period as prescribed under applicable law, as applicable, our Company shall pay
interest at the rate of 15% per annum or such other rate as 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 BRLMs and the Designated Stock Exchange.
In terms of the SEBI ICDR Master Circular, our Company shall within two days from the closure of the Issue,
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. If there is a delay
beyond such time period as prescribed under applicable law, interest at the rate of 15% per annum shall be paid.
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 any delay in
unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) 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.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.
New financial instruments
Our Company is not issuing any new financial instruments through this Issue.
Restriction on transfer and transmission of Equity Shares
Except for lock-in of the pre-Issue Equity Share capital of our Company, lock-in of our Promoters’ contribution
and the Anchor Investor lock-in will be as provided in “Capital Structure” on page 104 and provided under the
AoA detailed in “Main Provisions of Articles of Association” on page 581, there are no restrictions on transfer
and transmission of the Equity Shares, and on their consolidation or splitting.
554ISSUE STRUCTURE
The Issue of [●] Equity Shares bearing face value of ₹1 each for cash at a price of ₹[●] per Equity Share (including
a premium of ₹[●] per Equity Share) aggregating up to ₹25,500.00 million. The Issue shall constitute [●]%,
respectively of the post-Issue paid-up Equity Share capital of our Company.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement of specified securities,
aggregating up to ₹5,100.00 million, as may be permitted under applicable law at its discretion prior to filing of
the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided
by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Issue, subject to compliance with Rule 19(2)(b) of
the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Issue. Prior to the
completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to 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 (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
The Issue is being made through the Book Building Process, in compliance with Regulation 6(2) and Regulation
31 of the SEBI ICDR Regulations.
Particulars QIB (1) NIIs RIIs
Number of Equity Shares Not less than [●] Equity Not more than [●] Equity Not more than [●] Equity
available for Allotment or Shares of face value of ₹1 Shares of face value of ₹1 Shares of face value of ₹1
allocation*(2) each aggregating to ₹[●] each aggregating to ₹[●] each aggregating to ₹[●]
million million available for million available for
allocation to QIB Bidders allocation or Issueless
and RIIs allocation to QIB Bidders
and NIIs
Percentage of Issue Size Not less than 75% of the Not more than 15% of the Not more than 10% of the
available for Allotment or Issue size shall be available Issue will be available for Issue or the Issue less
allocation for allocation to QIBs. 5% allocation. (a) One-third of allocation to QIBs and NII
of the Net QIB Portion will the NII will be available for will be available for
be available for allocation allocation to Bidders with an allocation
proportionately to Mutual application size of more
Funds only. Mutual Funds than ₹200,000 and up to
participating in the Mutual ₹1,000,000 and (b) two-
Fund Portion will also be thirds of the Non-
eligible for allocation in the Institutional Category will
remaining balance Net QIB be available for allocation to
Portion. The unsubscribed Bidders with an application
portion in the Mutual Fund size of more than
Portion will be available for ₹1,000,000 and under-
allocation to the Net QIB subscription in either of
Portion these two subcategories of
the Non-Institutional
Portion may be allocated to
Bidders in the other
subcategory of the Non-
Institutional Category in
accordance with the SEBI
ICDR Regulations, subject
to valid Bids being received
at or above the Issue Price
Basis of Allotment if Proportionate as follows The Equity Shares available The allotment to each RII
respective category is (excluding the Anchor for allocation to NIIs under shall not be less than the
oversubscribed* Investor Portion): the Non-Institutional minimum Bid lot, subject to
a) [●] Equity Shares of Category shall be subject to availability of Equity Shares
face value of ₹1 each the following: in the Retail Category and
shall be available for a) One-third of the Non- the remaining available
allocation on a Institutional Category Equity Shares if any, shall
proportionate basis to will be available for be allotted on a
Mutual Funds only; allocation to Bidders proportionate basis. See
and with a Bid size of more “Issue Procedure” on page
559.
555Particulars QIB (1) NIIs RIIs
b) up to [●] Equity Shares than ₹200,000 and up
of face value of ₹1 each to ₹1,000,000;
shall be available for (a) Two-thirds of the Non-
allocation on a Institutional Category
proportionate basis to will be available for
all QIBs, including allocation to Bidders
Mutual Funds with a Bid size of more
receiving allocation as than ₹1,000,000.
per (a) above Provided that the
c) Up to 60% of the QIB unsubscribed portion in
Portion (of up to [●] either of the
Equity Shares of face aforementioned
value of ₹1 each) may subcategories may be
be allocated on a allocated to Bidders in
discretionary basis to the other sub-category
Anchor Investors of of NIIs in accordance
which one-third shall with SEBI ICDR
be available for Regulations.
allocation to Mutual The Allotment of Equity
Funds only, subject to Shares to each NII shall not
valid Bid received from be less than the minimum
Mutual Funds at or NIIs Bid size, subject to
above the Anchor availability in the Non-
Investor Allocation Institutional Category, and
Price the remainder, if any, shall
be allotted on a
proportionate basis in
accordance with the
conditions specified in
Schedule XIII to the SEBI
ICDR Regulations.
For details, see “Issue
Procedure” on page 559.
Mode of Bid ASBA process only ASBA process only (except ASBA process only
(excluding UPI Mechanism) for Anchor Investors) (including the UPI
(except in case of Anchor (excluding the UPI Mechanism for Bids up to
Investors)^ Mechanism) 500,000 million)
Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares of face
Shares in multiples of [●] Shares in multiples of [●] value of ₹1 each and in
Equity Shares of face value Equity Shares such that the multiples of [●] Equity
of ₹1 each such that the Bid Bid Amount exceeds Shares of face value of ₹1
Amount exceeds ₹200,000. ₹200,000. each thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity
Shares in multiples of [●] Shares in multiples of [●] Shares in multiples of [●]
Equity Shares of face value Equity Shares not exceeding Equity Shares of face value
of ₹1 each so that the Bid the size of the Issue of ₹1 each so that the Bid
does not exceed the size of (excluding the QIB portion), Amount does not exceed
the Issue, (excluding the subject to limits applicable ₹200,000.
Anchor portion), subject to to each Bidder
applicable limits to each
Bidder.
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot [●] Equity Shares of face value of ₹1 each and in multiples of one Equity Share thereafter
Trading Lot
Who can apply(3)(4)(5)(6) Public financial institutions Resident Indian individuals, Resident Indian individuals,
(as specified in Section Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in
2(72) of the Companies Act, name of the karta), the name of the karta)
2013), scheduled companies, corporate
commercial banks, Mutual bodies, scientific
Funds, FPIs (other than institutions, societies, trusts,
556Particulars QIB (1) NIIs RIIs
individuals, corporate family offices and FPIs who
bodies and family offices), are individuals, corporate
VCFs, AIFs, FVCIs bodies and family offices
registered with the SEBI, which are re-categorised as
multilateral and bilateral category II FPIs (as defined
development financial in the SEBI FPI
institutions, state industrial Regulations) and registered
development corporation, with SEBI.
insurance companies
registered with Insurance
Regulatory and
Development Authority of
India (“IRDAI”), provident
funds (subject to applicable
law) with minimum corpus
of ₹250.00 million, pension
funds with minimum corpus
of ₹250.00 million,
registered with the Pension
Fund Regulatory and
Development Authority
established under subsection
(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
Non-Banking Financial
Companies (“NBFCs”) in
accordance with applicable
laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be
payable by the Anchor Investors at the time of submission
of their Bids(4)
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 Bank(s) through the UPI
Mechanism (other than Anchor Investors), that is specified
in the ASBA Form at the time of submission of the ASBA
Form
*Assuming full subscription in the Issue.
^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in public issues
shall be processed only after the application monies are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall,
for all categories of investors viz. QIBs, NIIs and RIIs and also for all modes through which the applications are processed, accept the ASBA
applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked.
(1) Our Company may, in consultation with the Book Running Lead Managers (“BRLMs”), 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
domestic 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) This Issue is being made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with
Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Issue will be available for allocation to QIBs on a
557proportionate basis, provided that the Anchor Investor Portion may be allocated on a discretionary basis. Further, not more than 15%
of the Issue will be available for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional Portion will 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 will be available for allocation to Bidders with an application size of more than ₹1,000,000 and undersubscription
in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Portion in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. The
allocation to each Non-Institutional Investor shall not be less than the minimum application size, 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. Further, not more than 10% of
the Issue will be available for allocation to Retail Individual Investors in accordance with SEBI ICDR Regulations, 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 met with spill-
over from any other category or categories, as applicable, at the discretion of our Company in consultation with the BRLMs and the
Designated Stock Exchange, subject to valid Bids being received at or above the Issue Price and in accordance with applicable laws.
Under-subscription, if any, in the Net QIB Portion will not be allowed to be met with spill-over from other categories or a combination
of categories.
(3) In the event that a Bid is submitted in joint names, 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. 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 would be required in the Bid cum Application Form and such first
Bidder would be deemed to have signed on behalf of the joint holders.
(4) 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 Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable by the Anchor
Investor pay-in date as indicated in the Confirmation of Allotment Note (“CAN”). For details of terms of payment applicable to Anchor
Investors, see “Issue Procedure” on page 559.
(5) Bids by FPIs with certain structures as described under “Issue Procedure – Bids by FPIs” on page 565 and having the same PAN may
be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders
(with the same PAN) may be proportionately distributed.
(6) 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.
Bidders will be required to confirm and will be deemed to have represented to our Company the members of the
Syndicate, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are
eligible under applicable law, rules, regulations, guidelines and approvals to acquire/ subscribe to our 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 any other category or a combination
of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock
Exchange, subject to applicable laws. 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” on page 549.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of Section 38(1) of the Companies Act 2013,
which is reproduced below:
“Any person who –
(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 involving an amount of at least ₹1 million
or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term of not less than six
months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be
less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three
times of such amount. In case the fraud involves (i) an amount which is less than ₹1 million or 1% of the turnover
of our Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with
an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹5 million or with
both.
558ISSUE 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 2013,
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.
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; (v) issuance of Confirmation of Allocation Note
(“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; (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 Companies Act 2013 relating
to punishment for fictitious applications; (xii) mode of making refunds; (xiii) price discovery and allocation; and
(xiv) interest in case of delay in Allotment or refund.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, as amended from time
to time, including pursuant to circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 (“UPI
Circular”) had introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and
consequent reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner
as a payment mechanism with the ASBA for applications by Retail Individual Investors through intermediaries
from January 1, 2019. The UPI Mechanism for Retail Individual Investors applying through Designated
Intermediaries, in phase I, was effective along with the prior process and timeline of T+6 days (“UPI Phase I”),
until June 30, 2019. Subsequently for applications by Retail Individual Investors through Designated
Intermediaries, the process of physical movement of forms from Designated Intermediaries to Self-Certified
Syndicate Banks (“SCSBs”) for blocking of funds has been discontinued and Retail Individual Investors (“RIIs”)
submitting their ASBA Forms through Designated Intermediaries (other than SCSBs) can only use UPI
Mechanism with timeline of T+6 days until further notice pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“UPI Phase II”). 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 (“T+3 Notification”). Accordingly,
the Issue will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis,
subject to any circulars, clarification or notification issued by the SEBI pursuant to the T+3 Notification. The
SEBI ICDR Master Circular has consolidated and rescinded the aforementioned circulars to the extent they relate
to the SEBI ICDR Regulations. Further the SEBI ICDR Master Circular has introduced certain additional
measures for streamlining the process of initial public offers and redressing investor grievances.
Bidders 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 Equity Shares
that can be held by them under applicable laws or as specified in this Draft Red Herring Prospectus, the Red
Herring Prospectus and the Prospectus.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in the SEBI RTA Master Circular and the SEBI ICDR Master Circular shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and the BRLMs shall
continue to coordinate with intermediaries involved in the said process. Further, our Company, and the Syndicate
are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for
application in this Issue.
Book Building Process
The Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in compliance
with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Issue shall be available for
allocation to QIBs on a proportionate basis, 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, of which one-third shall be reserved for Mutual Funds, subject to valid Bids being received
559from them at or above the Anchor Investor Allocation Price. In case of under-subscription or non-allocation in
the Anchor Investor Portion, the remaining Equity Shares will be added back 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 QIBs, including
Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not more than 15% of the
Issue shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Portion will 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 will be available for allocation to Bidders with an
application size of more than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. The
allocation to each Non-Institutional Investor shall not be less than the minimum application size, 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. Further, not more than 10% of the Issue shall be available for allocation to
Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Issue Price.
Our Company in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹ [●]
million, as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus
with the RoC. The Pre-IPO Placement, if completed, the amount raised pursuant to the Pre-IPO Placement will
be reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Issue. Prior to the completion of the Issue, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to 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 (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus.
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 categories, as applicable, 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 Net QIB Portion, will 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.
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 dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID and 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 rematerialized subsequent to Allotment of the Equity Shares in the Issue,
subject to applicable laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25,
2021, September 17, 2021 and March 28, 2023 and any subsequent press releases in this regard.
All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company shall appoint Sponsor Banks 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
using the UPI.
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.
560Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the post-Issue BRLM(s) will be required to compensate the concerned investor.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.
Further, pursuant to the SEBI Master Circular, all UPI Bidders shall provide their UPI ID in the Bid cum
Application Form submitted with any of the entities mentioned herein below:
(i) a syndicate member;
(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity); or
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
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 relevant Bidding Centres and at our Registered Office. The Bid
cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and the
BSE (www.bseindia.com) at least one day prior to the Bid/ Issue Opening Date.
For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Issue.
UPI Bidders shall Bid in the Issue through UPI Mechanism for submitting their bids to Designated Intermediaries
and are allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor
Investors are not permitted to participate in this Issue through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders) must provide bank account details and authorisation by
the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the
ASBA Form and the ASBA Form that does not contain such detail are liable to be rejected.
UPI Bidders submitting their ASBA Form to any Designated Intermediary (other than SCSBs) shall be required
to bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the ASBA Form.
ASBA Forms for such UPI Bidders, that do not contain the UPI ID are liable to be rejected. UPI Bidders may also
apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.
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. Further, ASBA Bidders shall ensure that the Bids
are submitted at the Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary (except
in case of electronic ASBA Forms) and ASBA Forms not bearing such specified stamp maybe liable for rejection.
UPI Bidders, shall submit their ASBA Forms with the Syndicate, Sub-Syndicate members, Registered Brokers,
RTAs or CDPs. UPI Bidders authorising an SCSB to block the Bid Amount in the ASBA Account may submit
their ASBA Forms with the SCSBs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account
may submit their ASBA Forms with the SCSBs (except UPI Bidders). Bidders, using the ASBA process to
participate in the Issue, must ensure that the ASBA Account has sufficient credit balance such that an amount
equivalent to the full Bid Amount can be blocked therein.
For all initial public offering opening on or after September 1, 2022, as specified by SEBI, pursuant to the SEBI
ICDR Master Circular, the ASBA applications in public issues shall be processed only after the application monies
are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their
electronic book building platform only with a mandatory confirmation on the application monies blocked. This
circular is applicable for all ASBA Bidders and also for all modes through which the applications are processed.
561The prescribed colours of the Bid cum Application Forms for various categories is as follows:
Category Colour of Bid cum
Application Form(1)
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis(2)
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs and [●]
registered bilateral and multilateral development financial institutions(2)
Anchor Investors(3) [●]
(1) Excluding electronic Bid cum Application Forms
(2) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and the BSE
(www.bseindia.com)
(3) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLMs
In case of ASBA Forms, the relevant 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.
The Equity Shares issued in the Issue have not been and will not be registered under the U.S. Securities Act
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, the Equity Shares
are only being offered and sold (i) within the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in
this Draft Red Herring Prospectus as “U.S. QIBs”), for the avoidance of doubt, the term U.S. QIBs does
not refer to a category of institutional investor defined under applicable Indian regulations and referred to
in this Draft Red Herring Prospectus as “QIBs”) in transactions exempt from the registration requirements
of the U.S. Securities Act, and (ii) outside the United States in offshore transactions as defined in and in
compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction
where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does not refer to
a category of institutional investors defined under applicable Indian regulations and referred to in this
Draft Red Herring Prospectus as “QIBs”. 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.
Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Forms (except ASBA
Forms submitted by UPI Bidders) 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. Pursuant to BSE notice having reference no.
20220803-40 dated August 3, 2022 and NSE circular No:25/2022 dated August 3, 2022, has mandated that
Trading Members, Syndicate Member(s), RTA and Depository Participants shall submit Syndicate ASBA bids
above ₹500,000 and NII and QIB bids above ₹200,000 through SCSBs only. For UPI Bidders, 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 a UPI Mandate Request to such UPI Bidders for blocking of funds. The NPCI shall
maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate UPI Bidders in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s),
NPCI or the issuer bank) 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 BRLMs for analysing the same
and fixing liability. For ensuring timely information to investors, send SMS alerts as specified in SEBI ICDR
Master Circular. Designated Intermediaries (other than SCSBs) shall not accept any ASBA Form from a UPI
Bidder who is not Bidding using the UPI Mechanism.
Stock Exchanges shall validate the electronic bids with the records of the depository for DP ID/Client ID and
PAN, on a real time basis through API integration and bring inconsistencies to the notice of the relevant
Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges.
Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID (but not both), bank code and
location code in the Bid details already uploaded. For UPI Bidders, the Stock Exchanges shall share the Bid details
(including UPI ID) with the Sponsor Bank(s) on a continuous basis through API integration 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
562Sponsor 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 BRLMs the in the
format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks 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.
Pursuant to BSE notice having reference no. 20220803-40 dated August 3, 2022 and NSE circular No:25/2022,
dated August 3, 2022, the following is applicable to all initial public Issues 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 issue 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 4:00 p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individua
on the initial public offer closure day;
d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their
bids; and
e) 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, based on responses/status received
from the Sponsor Bank.
Electronic registration of Bids
(a) The Designated Intermediaries may register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for offline electronic registration of Bids, subject
to the condition that they may subsequently upload the offline data file into the online 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 till such time as may
be permitted by the Stock Exchanges and as disclosed in this Draft Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 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 Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their
bids.
Participation by Promoters, Promoter Group, the BRLMs and the Syndicate Members and associates
and/or affiliates of and/or persons related to Promoters/Promoter Group/the Book Running Lead
Managers
The BRLMs and the Syndicate Members shall not be allowed to purchase/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 bearing face value of ₹1 each 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.
563Except as stated below, neither the BRLMs nor any associate of the BRLMs can apply in the Issue under the
Anchor Investor Portion:
a. mutual funds sponsored by entities which are associates of the BRLMs;
b. insurance companies promoted by entities which are associates of the BRLMs;
c. AIFs sponsored by the entities which are associate of the BRLMs; or
d. FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are
associates of the BRLMs; or
e. Pension funds sponsored by entities which are associates of the BRLMs.
Further, our Promoters, and the members of our Promoter Group shall not participate by applying for Equity
Shares bearing face value of ₹1 each in the Issue. Further, persons related to our Promoter(s) and Promoter Group
shall not apply in the Issue under the Anchor Investor Portion. However, a QIB who has any of the following
rights in relation to our Company shall be deemed to be a person related to our Promoters or Promoter Group:
i. rights under a shareholders’ agreement or voting agreement entered into with our Promoters or members
of our Promoter Group of our Company;
ii. veto rights; or
iii. right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” 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 nominee director, amongst the Anchor Investors 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 with
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. 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 may be made in respect of each scheme of a Mutual Fund registered with
the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids,
provided that such Bids clearly indicate the scheme concerned for which the Bid is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value 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 scheme. 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 Non-Resident Indians
Eligible NRIs may obtain copies of ASBA Form from the offices of the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRIs applying on a repatriation basis should authorise their respective SCSBs or confirm or
accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-Resident External (“NRE”) accounts,
or Foreign Currency Non-Resident (“FCNR”) accounts, and Eligible NRIs Bidding on a non-repatriation basis
should authorise their respective SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders)
to block their non-resident ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the
564ASBA Form. NRIs applying in the Issue through the UPI Mechanism are advised to enquire with the relevant
bank, whether their account is UPI linked, prior to submitting a ASBA Form.
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents ([●] in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum
Application Form for residents ([●] in colour).
Eligible NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Issue, provided the UPI facility is enabled for their NRE/NRO accounts.
In accordance with the FEMA rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity 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 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.
Participation of Eligible NRI(s) in the Issue shall be subjected to the FEMA Rules. Only Bids accompanied by
payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 579.
Bids by Hindu Undivided Families
Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The Bidder
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows:
“Name of sole or first Bidder: 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 Foreign Portfolio Investors
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 in
consultation with the BRLMs, reserve 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 ([●] in colour).
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions specified under
the FEMA Rules and as specified by the Government of India from time to time.
In terms of the FEMA Rules and Securities and Exchange Board of India (Foreign Portfolio Investor) Regulations
2019 (“SEBI FPI Regulations”), investment in the Equity Shares by a single FPI or an investor group (which
means multiple entities registered as foreign portfolio investors and directly and indirectly having common
ownership of more than 50% or common control) shall be below 10% of our post-Issue equity share capital on a
fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up
equity capital of our Company, on a fully diluted basis 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 or investor group 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. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the
sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA
Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
Our Company has increased the aggregate limit of investment by non-resident Indians in our Company from
24%of the paid-up equity share capital by a resolution of our Board dated September 26, 2025 and a resolution
by our Shareholders dated September 26, 2025. In terms of the FEMA Rules, for calculating the aggregate holding
of FPIs in a company, holding of all registered FPIs shall be included.
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
565for 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 is permitted to issue, subscribe to, or otherwise deal in offshore
derivative instruments, directly or indirectly, only if it complies with the following conditions:
(a) such offshore derivative instruments are issued only by persons registered as category I FPIs;
(b) such offshore derivative instruments are issued only to persons eligible for registration as category I FPIs;
(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as
specified by SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that any transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the
SEBI FPI Regulations (as mentioned above from points (a) to (d)) and (b) prior consent of the FPI is obtained for
such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred,
are pre-approved by the FPI.
Further, 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 which were issued
in November 2019 to facilitate implementation of SEBI FPI Regulations (such structure “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 names of their respective investment managers in such confirmation.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. Further, in the
following cases, Bids by FPIs shall not be treated as multiple Bids: (i) FPIs which utilise the MIM Structure,
indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative
instruments (“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 I FPIs; and (vii) Entities registered as
collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). 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, MIM 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 Draft 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 the Red Herring Prospectus.”
For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 579.
566Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (the “SEBI AIF
Regulations”) prescribe, amongst others, the investment restrictions on AIFs. The SEBI FVCI Regulations as
amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs registered with SEBI. Post the
repeal of the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the venture
capital funds which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be
regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 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. The Securities and Exchange Board of India (Foreign Venture
Capital Investors) Regulations, 2000, prescribe the investment restrictions on FVCIs.
The category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered
as a category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified
instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An
FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which
includes subscription to an initial public offering of a venture capital undertaking or an investee company (as
defined under the SEBI AIF Regulations).
In terms of Regulation 20(20) of SEBI AIF Regulations, every AIF, manager of the AIF and key management
personnel of the manager and the AIF shall exercise specific due diligence, with respect to investors and
investments of the AIF, to prevent facilitation of circumvention of such laws, as may be specified by SEBI from
time to time. In this regard, SEBI through its circular dated October 8, 2024 mandates that for every scheme of
AIFs having an investor, or investors belonging to the same group, who contribute(s) 50% or more to the corpus
of the scheme, necessary due diligence as per the implementation standards formulated by Standard Setting Forum
for AIFs (“SFA”), shall be carried out prior to availing benefits available to QIBs under SEBI ICDR Regulations
and other SEBI regulations.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.
All NRIs 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.
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 AIFs, VCFs and FVCIs shall be subject to the FEMA Rules. For details, see “Restrictions on
Foreign Ownership of Indian Securities” on page 579.
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, reserve
the right to reject any Bid without assigning 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,
reserve the right to reject any Bid without assigning any reason therefore, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate equity investments in
subsidiaries and other entities engaged in financial and non-financial services, including overseas investments,
cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking company may hold up
567to 30% of the paid-up share capital of the investee company with the prior approval of the RBI, provided that the
investee company is engaged in non-financial activities in which banking companies are permitted to engage
under the Banking Regulation Act or the additional acquisition is through restructuring of debt/corporate debt
restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made to a
company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified
period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess
of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services
company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of
India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by banking companies should
not exceed the investment limits prescribed for them under the applicable laws.
Bids by Self-Certified Syndicate Banks
Self-Certified Syndicate Banks (“SCSBs”) participating in the Issue are required to comply with the terms of the
SEBI Master Circular 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 (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024 (“IRDAI AFIFI
Regulations”), and are 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 are entitled to
invest only in other listed insurance companies and insurance companies participating in the Issue are advised to
refer to the IRDAI AFIFI 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 Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified
copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory
auditor(s) and such other approvals as may be required by the NBFC-SI, 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. NBFC-SI participating in the Issue shall comply with all applicable
regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-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 million (subject to applicable laws) and pension funds with a
minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority
established under Section 3 (1) of the Pension Fund Regulatory and Development Authority Act, 2013, 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 must be lodged along with the
Bid cum Application Form. Failing this, our Company in consultation with the BRLMs, reserve the right to accept
or reject any Bid in whole or in part, in either case, without assigning any reason 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.
568Bids 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, reserve
the right to reject any Bid without assigning any reason thereof.
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
₹100.00 million. 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 ₹100.00 million.
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 ₹100.00 million;(b) minimum of two and maximum of 15 Anchor Investors, where the
allocation under the Anchor Investor Portion is more than ₹100.00 million but up to ₹2,500 million,
subject to a minimum Allotment of ₹50.00 million per Anchor Investor; and(c) in case of allocation
above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a
maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor
Investors for every additional ₹2,500 million, subject to minimum allotment of ₹50.00 million 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. 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and 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) our Promoters, members of our
569Promoter Group or any person related to our Promoter or member of our 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.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of
₹250.00 million, 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 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, reserve the right to reject any Bid, without assigning any reason therefor.
Bidders are advised to make their independent investigations and ensure that any single Bid from them
does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held
by them under applicable laws or regulations and as specified in this Draft Red Herring Prospectus, when
filed. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not
sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative
instruments, such as participatory notes, issued against the Equity Shares or any similar security, other
than in accordance with applicable laws.
In accordance with RBI regulations, OCBs cannot participate in the Issue.
Pre-Issue and Price Band Advertisement
Subject to Section 30 of the Companies Act 2013, our Company will, after filing the Red Herring Prospectus with
the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, [●] editions
of English national daily newspaper, [●], [●] editions of Hindi national daily newspaper, [●] and [●] editions of
a Marathi daily newspaper, [●], Marathi being the regional language of Maharashtra, India, where our Registered
Office is located. Our Company shall, in the pre-Issue advertisement state the Bid/ Issue Opening Date, the Bid/
Issue Closing Date and the QIB Bid/ Issue Closing Date, if any. This advertisement, 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 BRLMs and the Registrar shall publish an Allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in [●] editions of English national daily newspaper, [●]
[●] editions of Hindi national daily newspaper, [●] and [●] editions of a Marathi daily newspaper, [●], Marathi
being the regional language of Maharashtra, where our Registered Office is located.
The Allotment advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Issue, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, then the
allotment advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the
Issue, following the receipt of final listing and trading approval from all the Stock Exchanges.
Signing of Underwriting Agreement and filing of Prospectus with the Registrar of Companies
Our Company intends to enter into an underwriting agreement with the Underwriters on or immediately after the
determination of the Issue Price. After signing the Underwriting Agreement, our Company will file the Prospectus
with the RoC. The Prospectus would have details of the Issue Price, Anchor Investor Issue Price, Issue size and
underwriting arrangements and would be complete in all material respects.
570Information 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 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 Acknowledgement 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 this Draft Red Herring Prospectus or the 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
Please note that QIBs and Non-Institutional Investors are not permitted 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. Retail Individual Investors
can revise their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date. Anchor
Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you (other than Anchor Investors) have mentioned the correct ASBA Account number (for
all Bidders other than UPI Bidders) in the Bid cum Application Form (with a maximum length of 45
characters) and such ASBA account belongs to you and no one else. Further, UPI Bidders must also
mention their UPI ID and shall use only his/her own bank account which is linked to his/her UPI ID;
4. UPI Bidders shall ensure that the bank, with which they have their bank account, where the funds
equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI before
submitting the ASBA Form to any of the Designated Intermediaries;
5. UPI Bidders Bidding 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 on
the list displayed on the SEBI website. An application made using incorrect UPI handle or using a bank
account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and
the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized
form only;
8. Ensure that your PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021 and CBDT
circular no. 7 of 2022, dated March 30, 2022 read with press release dated March 28, 2023 and any
subsequent press releases in this regard;
9. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders, may
571submit their ASBA Forms with Syndicate Members, Registered Brokers, RTAs or CDPs and should
ensure that the ASBA Form contains the stamp of such Designated Intermediary;
10. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application
Form;
11. If the first Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case
may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI-
linked bank account holder, as the case may be). Bidders (except UPI Bidders) should ensure that they
have an account with an SCSB and have mentioned the correct bank account number of that SCSB in
the Bid cum Application Form. UPI Bidders Bidding should ensure that they have mentioned the correct
UPI-linked bank account number and their correct UPI ID in the Bid cum Application Form;
12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
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;
14. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by
specifying the application number for all your Bid options as proof of registration of the Bid cum
Application Form from the concerned Designated Intermediary;
15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to any of the Designated Intermediaries;
16. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of circular (MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, may
be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident
in the state of Sikkim, who, in terms of circular (MRD/DoP/Cir-09/06) dated July 20, 2006, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) any other category
of Bidders, including without limitation, multilateral/bilateral institutions, which 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 beneficiary 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;
18. Ensure that the Demographic Details are updated, true and correct in all respects;
19. 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;
20. 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;
21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc.,
relevant documents, including a copy of the power of attorney, are submitted;
22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
23. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA Account under the ASBA process. UPI Bidders, should ensure that they approve the UPI Mandate
572Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to Bid Amount and
subsequent debit of funds in case of Allotment, in a timely manner;
24. Note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
then such Bids are liable to be rejected. However, Bids received from FPIs bearing the same PAN shall
not be treated as multiple Bids in the event such FPIs utilize the MIM Structure and such Bids such Bids
have been made with different beneficiary account numbers, Client IDs and DP IDs;
25. 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);
26. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorization to the SCSB or the Sponsor Bank(s), 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 at the time of submission of the Bid;
27. 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 authorization of the mandate using his/her UPI PIN, the UPI Bidder may be deemed to have
verified the attachment containing the application details of the UPI Bidder Bidding using the UPI
Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized
the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the ASBA Form in his/her
ASBA Account;
28. UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first
Bidder (in case of joint account) in the ASBA Form;
29. 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 authorise blocking of funds
equivalent to the revised Bid Amount in their account and subsequent debit of funds in case of allotment
in a timely manner;
30. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
31. Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, 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;
32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs; and
33. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as
per the Bid cum Application Form and the Red Herring Prospectus. Application made using incorrect
UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned on the website of the
SEBI, is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid on another Bid cum Application Form, as the case may be after you have submitted a Bid to
a Designated Intermediary;
4. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;
5735. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
6. Anchor Investors should not Bid through the ASBA process;
7. If you are a UPI Bidder, do not submit more than one Form from each UPI ID;
8. Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location
other than the Bidding Centres;
9. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;
10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of this Draft Red Herring Prospectus;
12. Do not submit your Bid after 3.00 pm on the Bid/ Issue Closing Date;
13. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/ Issue Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Issue Closing Date (for physical applications);
14. Do not Bid for Equity Shares in excess in excess of what is specified for each category;
15. Do not Bid for a Bid Amount exceeding ₹200,000 for Bids by Retail Individual Investors;
16. Do not submit the General Index Register number instead of the PAN;
17. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where 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 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, in the UPI-linked bank account
where funds for making the Bid are available;
19. 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 Investor;
20. 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 Bidder;
21. 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;
22. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable laws or your
relevant constitutional documents or otherwise;
23. 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);
24. Do not submit more than one Bid cum Application Form per ASBA Account;
25. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
26. Do not submit an ASBA Form with third party linked UPI ID or using a third party bank account (in case
of Bids submitted by UPI Bidders);
27. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member(s) shall ensure that they do not
upload any bids above ₹500,000.
57428. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
29. Do not submit ASBA Forms to a Designated Intermediary at a Bidding Centre unless the SCSB where
the ASBA Account is maintained, as specified in the ASBA Form, has named at least one branch in the
relevant Bidding Centre, 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).
Further, for helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular, see
“General Information – Book Running Lead Managers” on page 97.
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:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not
listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a
third-party linked bank account UPI ID (subject to availability of information regarding third-party
account from Sponsor Bank(s));
6. Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead
Managers;
7. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;
8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account
UPI IDs;
9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
10. Bids submitted without the signature of the First Bidder or Sole Bidder;
11. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
12. 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;
13. GIR number furnished instead of PAN;
14. Bids by RIIs with Bid Amount of a value of more than ₹200,000;
15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
16. Bids accompanied by stock invest, money order, postal order, or cash; and
17. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/ Issue Closing Date
and Bids by RIIs uploaded after 5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock
Exchanges. On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for
uploading Bids received RIIs, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.
575Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/ demat credit/refund
orders/unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For further
details of our Company Secretary and Compliance Officer, see “General Information – Company Secretary and
Compliance Officer” and “Our Management – Key Managerial Personnel and Senior Management – Key
Managerial Personnel” on pages 96 and 372, respectively.
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
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 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, SEBI has reduced the timelines for refund of Application money to four days.
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.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs 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 the Securities and Exchange Board of India from time to time
Our Company will not make any Allotment in excess of the Equity Shares issued through the Issue through the
Issue document 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 to public may be made for the purpose of making Allotment in minimum lots.
The Allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional
Investors 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 each Retail Individual Investor shall not be less than the minimum Bid lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis in accordance with the conditions specified in the SEBI ICDR
Regulations.
The Allotment to each Non-Institutional Investor 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 allotted on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI
ICDR Regulations: (i) one-third of the Non-Institutional Portion will be available for allocation to Bidders with a
Bid size of more than ₹200,000 and up to ₹1,000,000 and (ii) two-thirds of the Non-Institutional Portion will be
available for allocation to Bidders with a Bid size of more than ₹1,000,000 provided that under-subscription in
either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-
category of Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not be less than the
minimum application size, 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.
Payment into Escrow Account for Anchor Investors
Our Company, in consultation with the BRLMs in their absolute discretion, 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. Anchor Investors are not permitted to Bid through the
ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH
576or NEFT). For Anchor Investors, the payment instruments for payment into the Escrow Accounts should be drawn
in favour of:
(i) in case of resident Anchor Investors: “[●]”; and
(ii) in case of non-resident Anchor Investors: “[●]”.
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 Bankers to the Issue and the Registrar to the Issue to
facilitate collections of Bid Amounts from Anchor Investors.
Undertakings by our Company
Our Company undertakes the following:
(i) that the complaints received in respect of the Issue shall be attended to by our Company expeditiously
and satisfactorily;
(ii) if Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not
obtained within the prescribed time period under applicable law, the entire subscription amount received
will be refunded/unblocked in the ASBA Accounts within such time period as prescribed under
applicable law from the Bid/ Issue Closing Date or such other time as may be specified by SEBI, failing
which our Company shall pay interest prescribed under the Companies Act 2013 and the SEBI ICDR
Regulations for the delayed period;
(iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working
Days of the Bid/ Issue Closing Date or such other timeline as may be prescribed by SEBI;
(iv) that funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company;
(v) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
(vi) that, except for the (i) the conversion of CCPS and CD to Equity Shares, (ii) the exercise of vested
options, if any; and (iii) Issue (including the Pre-IPO Placement), no further issue of Equity Shares shall
be made until the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid
monies are refunded/unblocked in the ASBA Accounts on account of non-listing, under-subscription
etc.;
(vii) 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 and price band
advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be
listed shall also be informed promptly;
(viii) that if our Company withdraws the Issue after the Bid/ Issue Closing Date, our Company shall be required
to file a fresh draft offer document with the SEBI, in the event our Company subsequently decides to
proceed with the Issue;
(ix) that the Allotment Advice/refund confirmation to Eligible NRIs shall be dispatched within specified
time;
(x) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Forms from Anchor Investor; and
(xi) that our Company shall not have recourse to the Gross Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.
577Utilisation of Issue Proceeds
Our Board certifies that:
(i) all monies received out of the Fresh 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 2013;
(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and
(iii) details of all unutilised 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 unutilised monies have been
invested.
Withdrawal of the Issue
Our Company in consultation with the BRLMs, reserves the right not to proceed with the Issue, after the Bid/
Issue Opening Date but before the Allotment. In such an event, our Company will issue a public notice within
two days from the Bid/ Issue Closing Date, or such time as may be prescribed by SEBI, providing reasons for not
proceeding with the Issue. The BRLMs, through the Registrar to the Issue, will instruct the SCSBs or the Sponsor
Bank(s), as the case may be, to unblock the ASBA Accounts within one Working Day from the day of receipt of
such instruction. The notice of withdrawal will be issued in the same newspapers where the pre-Issue
advertisements have appeared, and the Stock Exchanges will also be informed promptly by our Company.
If our Company in consultation with the BRLMs, withdraw the Issue after the Bid/ Issue Closing Date and
thereafter determine that they will proceed with a public offering of Equity Shares, our Company will file a fresh
draft red herring prospectus with SEBI and the Stock Exchanges.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company will apply for only after Allotment and within such time period as
prescribed under applicable law.
578RESTRICTION 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. Under the Industrial Policy, 1991 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. The responsibility
of granting approval for foreign investment under the FDI Policy and FEMA has been entrusted to the RBI and
concerned ministries / departments.
The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (“DPIIT”) issued the Consolidated Foreign Direct Investment Policy 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 FDI Policy will be valid until the DPIIT issues an updated circular.
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 FDI Policy
and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed
by the SEBI/RBI.
As per the FDI policy, FDI is permitted up to 100% of the paid up share capital of our Company under the
automatic route, subject to compliance with certain prescribed conditions.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments 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 (“Restricted Investors”), will require prior approval of the Government, as prescribed in the
FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future FDI 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. 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. 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.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids
by Eligible Non-Resident Indians” and “Issue Procedure – Bids by Foreign Portfolio Investors” on pages 564 and
569, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 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 in the United States.
Accordingly, the Equity Shares are only being offered and sold (i) within the United States to persons
reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the
term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) pursuant to Section 4(a) of
the U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in, and in
compliance with, Regulation S under the U.S. Securities Act and, in each case, in compliance with the
579applicable laws of the jurisdictions where those offers and sales are made. For the avoidance of doubt, the
term “U.S. QIBs” does not refer to a category of institutional investors defined under applicable Indian
regulations and referred to in this Draft Red Herring Prospectus as “QIBs”. 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. Our Company and the Book Running Lead
Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations, seek independent legal advice about their 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.
580SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
*ARTICLES OF ASSOCIATION
OF
ELEVATE CAMPUSES LIMITED
PRELIMINARY
1. Table F Applicability
No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 or any amendment
thereto shall apply to this Company but the regulations for the Management of the Company and for
the observance of the Members thereof and their representatives shall be as set out in the relevant
provisions of the Companies Act, 2013 or any amendment thereto and subject to any exercise of the
statutory powers of the Company with reference to the repeal or alteration of or addition to its
regulations by Special Resolution as prescribed by the said Companies Act, 2013 or any amendment
thereto, be such as are contained in these Articles unless the same are repugnant or contrary to the
provisions of the Companies Act, 2013 or any amendment thereto.
INTERPRETATION CLAUSE
2. In the interpretation of these Articles the following words and expressions shall have the following
meanings, unless repugnant to the subject or context hereof:
Act
(a) "Act" means the Companies Act, 2013, to the extent notified, as amended or substituted from time
to time and includes any rules enacted, regulations, notifications, circulars, instruments or orders,
made under the Act to the extent notified and in force, statutory modification or re-enactment of
the Act thereof for the time being in force.
Annual General Meeting
(b) "Annual General Meeting" means a general meeting of the members held in accordance with the
provision of section 96 of the Act or any adjourned meeting thereof.
Applicable Law
(c) “Applicable Law” means the Act, and as appropriate, includes any statute, law, listing agreement,
regulation, ordinance, rule, judgment, order, decree, bye-law, clearance, directive, guideline,
policy, requirement, notifications and clarifications or other governmental instruction or any
similar form of decision of, or determination by, or any interpretation or administration having
the force of law of any of the foregoing, by any governmental authority having jurisdiction over
the matter in question, or mandatory standards as may be applicable from time to time.
Articles
(d) “Articles” or “Articles of Association” means articles of association for the time being in force or
as may be altered from time to time vide Special Resolution.
Auditors
(e) “Auditors" means and includes those persons appointed as such for the time being of the Company.
Board
(f) “Board” means the board of directors of the Company as constituted from time to time in
581accordance with applicable law and the provisions of these Articles.
Capital
(g) "Capital" means the share capital for the time being raised or authorized to be raised for the purpose
of the Company.
Company and Public Company
(h) “Company” shall mean ELEVATE CAMPUSES LIMITED. The Company is a “Public Company”
limited by Shares within the meaning of the Act.
Depository
(i) “Depository” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the
Depositories Act, 1996 and a company formed and registered under the Companies Act, 2013 and
which has been granted a certificate of registration under sub-section (1A) of Section 12 of the
Securities and Exchange Board of India Act, 1992.
Director
(j) “Director” or “Directors” means director(s) appointed to the Board of the Company and includes
any person occupying the position of a director by whatever name called as defined under section
2(34) of the Act and appointed in accordance with these Articles.
Equity Shares or Shares
(k) “Equity Shares” or “Shares” shall mean the issued, subscribed and fully paid-up equity shares of
the Company of ₹1 (Rupee One only) each.
Executor or Administrator
(l) “Executor” or “Administrator” means a person who has obtained a probate or letter of
administration, as the case may be from a Court of competent jurisdiction and shall include a holder
of a Succession Certificate authorizing the holder thereof to negotiate or transfer the Share or
Shares of the deceased Member and shall also include the holder of a Certificate granted by the
Administrator General under section 31 of the Administrator General Act, 1963.
Extra-Ordinary General Meeting
(m) "Extra-Ordinary General Meeting" means an extraordinary general meeting of the Members duly
called and constituted and any adjourned meeting thereof.
Legal Representative
(n) "Legal Representative" means a person who in law represents the estate of a deceased Member.
Listing Regulations
(o) “Listing Regulations” means The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Gender
(p) Words importing the masculine gender also include the feminine gender.
In Writing and Written
(q) "In Writing" and “Written" includes printing lithography and other modes of representing or
reproducing words in a visible form.
Marginal notes
582(r) The marginal notes hereto shall not affect the construction thereof.
Meeting or General Meeting
(s) “Meeting” or “General Meeting” means a meeting of members.
Members
(t) “Members” in relation to a company, means- (a) the subscribers to the Memorandum of
Association of the Company who shall be deemed to have agreed to become members of the
company, and on its registration, shall be entered as member in its Register of Members, (b) 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; (c) every person holding shares in the
company and whose name is entered in register of beneficial owners as beneficial owner.
Memorandum of Association
(u) “Memorandum” or “Memorandum of Association” means the memorandum of association of the
Company, as may be altered, modified or supplemented from time to time.
Month
(v) "Month" means a calendar month.
Office
(w) "Office” means the registered Office for the time being of the Company.
Ordinary Resolution and Special Resolution
(x) “Ordinary Resolution” and “Special Resolution” shall have the meanings assigned thereto by
Section 114 of the Act.
Person
(y) “Person" shall mean any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union,
association, Government or any agency or political subdivision thereof or any other entity that may
be treated as a person under Applicable Law.
Proxy
(z) “Proxy” means an instrument whereby any person is authorized to vote for a member at General
Meeting or Poll and includes attorney duly constituted under the power of attorney.
Register of Members
(aa) “The Register of Members” means the register and index of members in accordance with Section
88 (1)(a) of the Act.
Seal
(bb) “Seal” means the common seal for the time being of the Company.
Singular number
(cc) Words importing the Singular number include where the context admits or requires the plural
number and vice versa.
These presents
(dd) “These presents” means the Memorandum of Association and the Articles of Association as
583originally framed or as altered from time to time.
Variation
(ee) “Variation” shall include abrogation; and “vary” shall include abrogate.
Year and Financial Year
(ff) “Year” means the “Calendar Year” and “Financial Year” shall have the meaning assigned thereto
by Section 2(41) of the Act.
Expressions in the Act to bear the same meaning in Articles
Save as aforesaid any words and expressions contained in these Articles shall bear the same meanings
as in the Act or any statutory modifications thereof for the time being in force.
SHARE CAPITAL
3. Authorized Capital
The authorized share capital of the Company shall be such amount as may be mentioned in Clause V
of Memorandum of Association of the Company from time to time.
4. Increase in Capital of the Company
The Company may in General Meeting from time to time by Ordinary Resolution increase its Capital
by creation of new shares which may be unclassified and may be classified at the time of issuance in
one or more classes and of such amount or amounts as may be deemed expedient. The new shares shall
be issued upon such terms and conditions and with such rights and privileges annexed thereto as the
resolution shall prescribe and in particular, such shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company and with a right of voting at General
Meeting of the Company in conformity with Section 47 of the Act. Whenever the Capital of the
Company has been increased under the provisions of this Article the Directors shall comply with the
provisions of Section 64 of the Act.
5. Further Issue of Shares
(a) Where, at any time, it is proposed to increase the subscribed capital of the Company by allotment
of further shares, then:
i. Such further shares shall be offered to the 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
capital paid-up on those shares at that date; by sending a letter of offer, subject to the following
conditions, namely:
ii. The offer shall be made by a notice specifying the number of shares offered and limiting a
time not less than fifteen (15) days and not exceeding thirty (30) days from the date of the
offer within which the offer, if not accepted, will be deemed to have been declined.
iii. The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the Shares offered to him or any of them in favour of any other person; and the
notice referred to in clause (i) hereof shall contain a statement of this right;
iv. After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered, the
Board may dispose of them in such manner which is not disadvantageous to the shareholders
and the Company.
(b) To employees under a scheme of employees’ stock option (“ESOP”), subject to special resolution
passed by the Company and subject to such conditions as may be prescribed under the Act and
other Applicable Law; or
(c) To any persons, if authorised by a special resolution, whether or not those persons include the
584persons referred to in (a) or (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 Applicable Law.
(d) The notice referred to in sub-clause (i) of clause (a) of Article 5 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 days before the opening of the issue.
(e) Nothing in sub-clause (ii) and (iii) of clause (a) of Article 5 hereof 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 comprised in the renunciation.
(f) 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:
(i) To convert such debentures or loans into shares in the Company; or
(ii) To subscribe for shares in the Company
Provided that the terms of issue of such debentures or the terms of such loan 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.
Notwithstanding anything contained above, in case of debentures issued or loan granted by any
Government, 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 converted 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.
6. New Capital part of the existing Capital
Except so far as otherwise provided by the conditions of issue or by These presents, any Capital raised
by the creation of new shares shall be considered as part of the existing Capital, and shall be subject to
the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien,
surrender, transfer and transmission, voting and otherwise.
7. Redeemable Preference Shares
Subject to the provisions of the Act, the Board shall have the power to issue or re-issue preference
shares of one or more class which are liable to be redeemed, or converted into equity shares, on such
terms and conditions and in such manner as may be determined by the Board in accordance with the
provisions of the Act and rules made thereunder.
8. Voting rights of preference shares
The holder of preference shares shall have a right to vote only on resolutions, which directly affect the
rights attached to his preference shares.
9. Provisions to apply on issue of Redeemable Preference Shares
On the issue of redeemable preference shares under the provisions of Article 7 hereof, the following
585provisions-shall take effect:
(a) No such shares shall be redeemed except out of profits of which would otherwise be available for
dividend or out of proceeds of a fresh issue of shares made for the purpose of the redemption;
(b) No such shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) of the Act, the premium, if any payable on redemption shall have
been provided for out of the profits of the Company or out of the Company's security premium
account, before the Shares are redeemed;
(d) Where any such shares are redeemed otherwise then out of the proceeds of a fresh issue, there shall
out of profits which would otherwise have been available for dividend, be transferred to a reserve
fund, to be called "the Capital Redemption Reserve Account", a sum equal to the nominal amount
of the shares redeemed, and the provisions of the Act relating to the reduction of the share capital
of the Company shall, except as provided in Section 55 of the Act apply as if the Capital
Redemption Reserve Account were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of preference shares hereunder
may be effected in accordance with the terms and conditions of their issue and in the absence of
any specific terms and conditions in that behalf, in such manner as the Board may think fit. The
reduction of preference shares under the provisions by the Company shall not be taken as reducing
the amount of its authorized share capital.
10. Reduction of capital
The Company may (subject to the provisions of Sections 52, 55 and 66 and other applicable provisions,
if any, of the Act) from time to time by Special Resolution reduce:
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account.
11. Terms of issue of debentures or other securities
Any debentures, debenture stock, bonds or other securities may be issued on such terms and conditions
as the Board may think fit. Provided that the debentures with a right to allotment or conversion into
shares shall be issued in conformity with the provisions of Section 62 of the Act. The debentures,
debenture stock, bonds and other securities may be made assignable free from any equities from the
Company and the person to whom it may be issued. The debentures, debenture stock, bonds and other
securities with the right to conversion into or allotment of shares shall be issued only with the consent
of the Company in the General Meeting by a Special Resolution.
12. Issue of sweat Equity Shares
The Company may exercise the powers of issuing sweat equity shares conferred by Section 54 of the
Act of a class of shares already issued subject to such conditions as may be specified in that sections
and rules framed thereunder.
13. ESOP
The Company may issue shares to employees including its directors other than independent directors
and such other persons as the rules may allow, under the employees’ stock option plan of the Company
or any other scheme, if authorized by a Special Resolution of the Company in General Meeting subject
to the provisions of the Act, the rules and such other conditions as may be prescribed under Applicable
Law.
14. Buy back of shares
Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70
of the Act and such other regulations as prescribed by Securities and Exchange Board of India (SEBI)
586or any other authority for the time being in force, the Company may purchase its own shares or other
specified securities. The power conferred herein may be exercised by the Board, at any time and from
time to time, where and to the extent permitted by Applicable Law, and shall be subject to such rules,
applicable consent or approval as required.
15. Consolidation, sub-division and cancellation
Subject to the provisions of Section 61 of the Act, the Company in General Meeting may, from time to
time, consolidate and divide all or any of the share capital into shares of larger amount than its existing
share or sub-divide its shares, or any of them into shares of smaller amount than is fixed by the
Memorandum of Association. Subject to the provisions of Section 61 of the Act, the Company in
general meeting may also cancel shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the shares so cancelled.
16. Issue of depository receipts
Subject to compliance with the relevant provisions of the Act and rules framed thereunder, the
Company, after passing a Special Resolution in its General Meeting, may issue depository receipts in
any foreign country.
17. Issue of securities
Subject to compliance with applicable provision of the Act and rules framed thereunder the Company
shall have power to issue any kind of securities as permitted to be issued under the Act and rules framed
thereunder.
18. Register of Members
The Company shall cause to be kept a register and index of members in accordance with Section 88 of
the Act. The details of shares held in physical and dematerialised forms in any medium as may be
permitted by law including in any form of electronic medium. The Company shall be entitled to keep
a part of the register in any country outside India containing the names and particulars of the members,
residing outside India.
MODIFICATION OF CLASS RIGHTS
19. Variation of shareholders’ rights.
(a) If at any time the share capital, by reason of the issue of preference shares or otherwise is divided
into different classes of shares, all or any of the rights privileges attached to any class (unless
otherwise provided by the terms of issue of the shares of the class) may, subject to the provisions
of Section 48 of the Act and whether or not the Company is being wound-up, be varied, modified
or dealt, with the consent in writing of the holders of not less than three-fourths of the issued shares
of that class or with the sanction of a Special Resolution passed at a separate general meeting of
the holders of the shares of that class.
To every such separate meeting, the provisions of these Articles 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.
Provided that if variation by one class of shareholders affects the rights of any other class of
shareholders, the consent of three-fourths of such other class of shareholders shall also be obtained
and the provisions of this section shall apply to such variation.
New issue of Shares not to affect rights attached to existing shares of that class.
(b) The rights conferred upon the holders of the shares including preference share, if any, of any class
issued with preferred or other rights or privileges shall not, unless otherwise expressly provided
by the terms of the issue of shares of that class, be deemed to be varied by the creation or issue of
further shares ranking pari passu therewith.
58720. Shares at the disposal of the Board.
Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the
Company for the time being shall be under the control of the Board who may issue, allot or otherwise
dispose of the same or any of them to such persons, in such proportion and on such terms and conditions
and either at a premium or at par and at such time as they may from time to time think fit and with the
sanction of the Company in the General Meeting to give to any person or persons the option or right to
call for any shares either at par or premium during such time and for such consideration as the Board
think fit.
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 the General Meeting.
21. Power to issue shares on preferential basis.
The Company may issue shares or other securities in any manner whatsoever including by way of a
preferential offer, to any persons whether or not those persons include the persons referred to in clause
(a) or clause (b) of sub-section (1) of Section 62 of the Act subject to compliance with Sections 42 and
62 of the Act and rules framed thereunder.
22. Share certificate should be numbered progressively and no share to be subdivided.
The share certificates shall be numbered progressively according to their several denominations
specifying the shares to which it relates and bear the seal of the Company and except in the manner
hereinbefore mentioned, no share shall be sub-divided. Every forfeited or surrendered share shall
continue to bear the number by which the same was originally distinguished.
23. Acceptance of Shares.
An application signed by or on behalf of an applicant for shares in the Company, followed by an
allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles,
and every person who does or otherwise accepts any shares and whose name is on the Register shall
for the purposes of these Articles, be a Member.
24. Allotment of shares by the Board for consideration other than cash
Subject to the provisions of the Act and these Articles, the Board may allot and issue shares in the
Capital of the Company as payment or part payment for any property (including goodwill of any
business) sold or transferred, goods or machinery supplied or for services rendered to the Company
either in or about the formation or promotion of the Company or the conduct of its business and any
shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in cash,
and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid.
25. Deposit and call etc.to be a debt payable immediately.
The money (if any) which the Board shall on the allotment of any shares being made by them, require
or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them shall
immediately on the insertion of the name of the allottee in the Register of Members as the name of the
holder of such Shares, become a debt due to and recoverable by the Company from the allottee thereof,
and shall be paid by him, accordingly.
26. Liability of Members.
Every Member, or his heirs, executors, administrators, or legal representatives, shall pay to the
Company the portion of the Capital represented by his share or shares which may, for the time being,
remain unpaid thereon, in such amounts at such time or times, and in such manner as the Board shall,
from time to time in accordance with the Company’s regulations, require on date fixed for the payment
thereof.
27. Registration of Shares.
Shares may be registered in the name of the Company but not in the name of a firm, an insolvent person
588or a person of unsound mind.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT
28. The Board shall observe the restrictions on allotment of shares to the public, and return on allotments
contained in Section 39 of the Act.
CERTIFICATES
29. Limitation of time for issue of Share certificates.
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 provided in the relevant laws) to several certificates, each for one or more of such
shares and the Company shall complete and have ready for delivery such certificates within two months
from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one
month of the receipt of application for registration of transfer, transmission, sub-division, consolidation
or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of
the Company and shall specify the number and distinctive numbers of shares in respect of which it is
issued and amount paid-up thereon and shall be in such form as the Board may prescribe and approve.
PROVIDED THAT in respect of a 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 of shares to one or several
joint holders shall be a sufficient delivery to all such holders.
(a) Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single
member, and the certificate of any shares which may be the subject of joint ownership, may be
delivered to anyone of such joint owners on behalf of all of them. For any further certificate the
Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupees Fifty.
The Company shall comply with the provisions of Section 39 of the Act.
30. Issue of new certificates in place of those defaced, lost or destroyed.
(a) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer, or in case of sub-division or consolidation of shares, then upon
production and surrender thereof to the Company, a new certificate may be issued in lieu thereof,
and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the Company deem adequate, being given, a new certificate
in lieu thereof shall be given to the party entitled to such lost or destroyed certificate.
(b) Every certificate under this Article shall be issued in case of splitting or consolidation of share
certificate(s) or in replacement of share certificate(s) that are defaced, mutilated, torn or old,
decrepit or worn out without payment of fees if the Board so decide, or on payment of such fees
(not exceeding Rs.50 for each certificate) as the Board shall prescribe.
(c) Further, no duplicate certificate shall be issued in lieu of those that are lost or destroyed, without
the prior consent of the Board or Committee thereof and only on furnishing of such supporting
evidence and/or indemnity as the Board may require, and the payment of out-of-pocket expenses
incurred by the Company in investigating the evidence produced, without payment of fees if the
Board so decide, or on payment of such fees (not exceeding Rs.50 for each certificate) as the Board
shall prescribe.
Provided that notwithstanding what is stated above the Board thereof shall comply with such rules
or regulation or requirements of any stock exchange or the rules made under the Act or rules made
under Securities Contracts (Regulation) Act, 1956, as amended or any other Act, or rules
applicable thereof in this behalf; provided further, that the Company shall comply with the
provisions of Section 46 of the Act and other Applicable Law, in respect of issue of duplicate
shares.
(d) All books and documents relating to the issue of share certificates including the blank forms of
share certificates shall be kept in safe custody and to be properly maintained and preserved in
589accordance with the manner laid down in Applicable Law.
(e) The provision of this Article shall mutatis mutandis apply to issue of certificates of debentures of
the Company or to any other securities issued by the Company.
31. The first named joint holder deemed sole holder.
If any share stands in the names of two or more persons, the person first named in the Register shall as
regard receipts of dividends or bonus or service of notices and all or any other matter connected with
the Company except voting at meetings, and the transfer of the shares, be deemed sole holder thereof
but the joint-holders of a share shall be severally as well as jointly liable for the payment of all calls
and other payments due in respect of such share and for all incidentals thereof according to the
Company’s regulations.
Maximum number of joint holders.
The Company shall not be bound to register more than three persons as the joint holders of any share.
32. Company not bound to recognise any interest in share other than that of registered holders.
Except as ordered by a Court of competent jurisdiction or as required by law required, the Company
shall not be bound to recognise any equitable, contingent, future or partial interest in any share, or
(except only as is by these Articles otherwise expressly provided) any right in respect of a share other
than an absolute right thereto, in accordance with these Articles, in the person from time to time
registered as the holder thereof but the Board shall be at liberty at its sole discretion to register any
share in the joint names of any two or more persons or the survivor or survivors of them.
33. Instalment on shares to be duly paid.
If by the conditions of allotment of any share, the whole or part of the amount or issue price is payable
by instalment, every such instalment shall when due be paid to the Company by the person who for the
time being and from time to time shall be the registered holder of the share or his legal representative.
UNDERWRITING AND BROKERAGE
34. Commission
Subject to the provisions of Section 40 (6) of the Act, the Company may at any time pay a commission
to any person in consideration of his subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or procuring, or agreeing to procure
subscriptions (whether absolutely or conditionally) for any shares or debentures in the Company but so
that the commission shall not exceed the maximum rates laid down by the Act and the rules made in
that regard. Such commission may be satisfied by payment of cash or by allotment of fully or partly
paid shares or partly in one way and partly in the other.
35. Brokerage
The Company may pay on any issue of shares and debentures such brokerage as may be reasonable
and lawful.
CALLS ON SHARES
36. Board may make calls
(1) The Board may, from time to time, subject to the terms on which any shares may have been issued
and subject to the conditions of allotment, by a resolution passed at a meeting of the Board and not
by a circular resolution, make such calls as it thinks fit, upon the Members in respect of all the
moneys unpaid on the shares held by them respectively and each Member shall pay the amount of
every call so made on him to the persons and at the time and places appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the Board.
590(3) A call may be made payable by instalments.
37. Notice of calls
Fifteen days’ notice in writing of any call shall be given by the Company specifying the time and place
of payment, and the person or persons to whom such call shall be paid.
38. Calls to date from resolution.
A call shall be deemed to have been made at the time when the resolution of the Board authorising such
call was passed and may be made payable by the Members, in instalments, whose names appear on the
Register of Members on such date or at the discretion of the Board on such subsequent date as may be
fixed by the Board.
39. Calls on uniform basis.
Whenever any calls for further share capital are made on shares, such calls shall be made on uniform
basis on all shares falling under the same class. For the purposes of this Article shares of the same
nominal value of which different amounts have been paid up shall not be deemed to fall under the same
class.
40. Board may extend time.
The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call
and may extend such time as to all or any of the Members who on account of the residence at a distance
or other cause, which the Board may deem fairly entitled to such extension, but no Member shall be
entitled to such extension save as a matter of grace and favour.
41. Calls to carry interest.
If any Member fails to pay any call due from him on the day appointed for payment thereof, or any
such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed
for the payment thereof to the time of actual payment at such rate, as the Board may determine and as
permissible under the Applicable law. Nothing in this Article shall render it obligatory for the Board
to demand or recover any interest from any such Member.
42. Sums deemed to be calls.
If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by
instalments at fixed time (whether on account of the amount of the share or by way of premium) every
such amount or instalment shall be payable as if it were a call duly made by the Board and of which
due notice has been given and all the provisions herein contained in respect of calls shall apply to such
amount or instalment accordingly.
43. Proof on trial of suit for money due on shares.
On the trial or hearing of any action or suit brought by the Company against any Member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his
shares, it shall be sufficient to prove that the name of the Member in respect of whose shares the money
is sought to be recovered, appears entered on the Register of Members as the holder, at or subsequent
to the date at which the money is sought to be recovered is alleged to have become due on the share in
respect of which such money is sought to be recovered in the minute books: and that notice of such call
was duly given to the Member or his representatives used in pursuance of these Articles: and that it
shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum
of Directors was present at the Board meeting at which any call was made was duly convened or
constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence of the debt.
44. Partial payment not to preclude forfeiture.
Neither the receipt by the Company of a portion of any money which shall from time to time be due
from any Member of the Company in respect of his shares, either by way of principal or interest, nor
591any indulgence granted by the Company in respect of the payment of any such money, shall preclude
the Company from thereafter proceeding to enforce forfeiture of such shares as hereinafter provided.
45. Payments in anticipation of calls may carry interest
(a) The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and
receive from any Member willing to advance the same, all or any part of the amounts of his
respective shares beyond the sums, actually called up and upon the monies so paid in advance, or
upon so much thereof, from time to time, and at any time thereafter as exceeds the amount of the
calls then made upon and due in respect of the shares on account of which such advances are made
the Board may pay or allow interest, at such rate as the Member paying the sum in advance and
the Board agree upon. The Board may agree to repay at any time any amount so advanced or may
at any time repay the same upon giving to the Member three months’ notice in writing: provided
that monies paid in advance of calls on shares may carry interest but shall not confer a right to
dividend or to participate in profits or dividends.
(b) No Member paying any such sum in advance shall be entitled to voting rights in respect of the
monies so paid by him until the same would but for such payment become presently payable.
(c) The provisions of this Article shall mutatis mutandis apply to calls on debentures issued by the
Company.
LIEN
46. Company to have lien on shares/debentures.
The Company shall have a first and paramount lien upon all the shares/debentures (other than fully
paid-up shares/debentures) registered in the name of each Member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all monies (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 and such
lien shall extend to all dividends and bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall
operate as a waiver of the Company’s lien, if any, on such shares/debentures.
The Board may at any time declare any shares/debentures wholly or in part to be exempt from the
provisions of this Article.
47. Fully paid shares to be free from all lien
Fully paid shares of the Company shall be free from all lien. In the case of partly paid shares, the
Company's lien shall be restricted to monies called or payable at a fixed time in respect of such shares.
48. As to enforcing lien by sale.
For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as
they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such
shares and may authorise one of their members to execute a transfer thereof on behalf of and in the
name of such member. The purchaser of such transferred shares 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.
No sale shall be made unless a sum in respect of which the lien exists is presently payable or until the
expiration of thirty days after a notice in writing of the intention to sell shall have been served on such
member or his representatives and default shall have been made by him or them in payment, fulfillment,
or discharge of such debts, liabilities or engagements for thirty days after such notice.
49. Application of proceeds of sale.
The net proceeds of any such sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
592any, shall (subject to 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.
FORFEITURE AND SURRENDER OF SHARES
50. If call or instalment not paid, notice may be given.
If any Member fails to pay any call or instalment on or before the day appointed for the payment of the
same, the Board may at any time thereafter during such time as the call or instalment remains unpaid,
serve a notice on such Member requiring him to pay the same, together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non-payment.
51. Terms of notice.
The notice aforesaid shall:
i. 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
ii. shall detail the amount which is due and payable on the shares and shall state that in the event of
non- payment at or before the time appointed the shares will be liable to be forfeited.
52. If notice not complied, shares may be forfeited.
If the requirements of any such notice as aforesaid shall not be complied with, every or any share in
respect of which such notice has been given, may at any time thereafter but before payment of all calls
or instalments, interest and expenses, due in respect thereof, be forfeited by resolution of the Board to
that effect. Such forfeiture shall include all dividends declared or any other monies payable in respect
of the forfeited shares and not actually paid before the forfeiture.
53. Notice of forfeiture to a Member.
When any shares have been forfeited, notice of the forfeiture shall be given to the Member in whose
name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof
shall forthwith be made in the Register of Members but no forfeiture shall be in any manner invalidated,
by any omission or neglect to give such notice or to make any such entry as aforesaid.
54. Forfeited shares to become property of the Company and may be sold.
Any shares so forfeited, shall be deemed to be the property of the Company and may be sold, re-
allotted, or otherwise disposed of, either to the original holder thereof or to any other person, upon such
terms and in such manner as the Board in their absolute discretion shall think fit.
55. Members still liable to pay money owing at time of forfeiture and interest.
Any Member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay
and shall forthwith pay to the Company, on demand all calls, instalments, interest and expenses owing
upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the
time of the forfeiture until payment, at such rate as the Board may determine and the Board may enforce
the payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture,
but shall not be under any obligation to do so. 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.
56. Effect of forfeiture.
The forfeiture of shares shall involve extinction at the time of the forfeiture, of all interest in all claims
and demand against the Company, in respect of the shares and all other rights incidental to the shares,
except only such of those rights as by these Articles are expressly saved.
57. Evidence of forfeiture.
A duly verified declaration in writing that the declarant is a Director or secretary of the Company and
that shares in the Company have been duly forfeited in accordance with these Articles on a date stated
593in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the shares.
58. Title of purchaser and allottee of forfeited shares.
The Company may receive the consideration, if any, given for the shares on any sale, re-allotment or
other disposition thereof and the person to whom such shares are sold, re-allotted or disposed of may
be registered as the holder of the shares and he shall not be bound to see to the application of the
consideration: if any, nor shall his title to the shares be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the shares.
The provisions of these Articles 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.
59. Cancellation of share certificate in respect of forfeited shares.
Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, the
certificate or certificates originally issued in respect of the relative shares shall (unless the same shall
on demand by the Company have been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and of no effect, and the Board shall be entitled to issue a duplicate
certificate or certificates in respect of the said shares to the person or persons entitled thereto.
60. Surrender of shares.
The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any
Member desirous of surrendering on such terms the Board may think fit.
TRANSFER AND TRANSMISSION OF SHARES
61. Execution of the instrument of shares.
(a) The instrument of transfer of any share in or debenture of the Company shall be executed by or on
behalf of both the transferor and transferee.
(b) The transferor shall be deemed to remain a holder of the share or debenture until the name of the
transferee is entered in the Register of Members or Register of Debenture holders in respect
thereof.
62. Transfer form.
The instrument of transfer of any share or debenture shall be in writing and all the provisions of Section
56 of the Act and statutory modification thereof including other applicable provisions of the Act shall
be duly complied with in respect of all transfers of shares or debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the stock exchange.
63. Transfer not to be registered except on production of instrument of transfer.
The Company shall not register a transfer in the Company other than the transfer between persons both
of whose names are entered as holders of beneficial interest in the records of a Depository, unless a
proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on
behalf of the transferee and specifying the name, address and occupation if any, of the transferee, has
been delivered to the Company along with the certificate relating to the shares or if no such share
certificate is in existence along with the letter of allotment of the shares: Provided that where, on an
application in writing made to the Company by the transferee and bearing the stamp, required for an
instrument of transfer, it is proved to the satisfaction of the Board that the instrument of transfer signed
by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may
register the transfer on such terms as to indemnity as the Board may think fit, provided further that
nothing in this Article shall prejudice any power of the Company to register as shareholder any person
594to whom the right to any shares in the Company has been transmitted by operation of law.
64. Board may refuse to register transfer.
Subject to the provisions of Sections 56, 58 and 59 of the Act and Section 22A of the Securities
Contracts (Regulation) Act, 1956, these Articles and other applicable provisions of the Act, the Board
may, whether in pursuance of any power of the Company under these Articles or otherwise, decline to
register the transfer of, or the transmission by operation of law of the right to, any shares, or interest of
a Member therein, or debentures of the Company. The Company shall, within one month from the date
on which the instrument of transfer, or the intimation of such transmission, as the case may be, was
delivered to Company, send notice of the refusal to the transferee and the transferor or to the person
giving intimation of such transmission, as the case may be, giving reasons for such refusal.
PROVIDED THAT registration of transfer shall however not be refused on the ground of the transferor
being either 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.
65. Notice of refusal to be given to transferor and transferee.
If the Company refuses to register the transfer of any share or transmission of any right therein, the
Company shall within one month from the date on which the instrument of transfer or intimation of
transmission was lodged with the Company, send notice of refusal to the transferee and transferor or
to the person giving intimation of the transmission, as the case may be, and there upon the provisions
of Section 56 of the Act or any statutory modification thereof for the time being in force shall apply.
66. No fee on transfer.
No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letter of administration, certificate of death or marriage, power of attorney or similar other document
with the Company.
67. Closure of Register of Members or debenture holder or other security holders
The Board shall have power on giving not less than seven days previous notice in accordance with
Section 91 of the Act and rules made thereunder close the Register of Members and/or the Register of
debentures holders and/or other security holders at such time or times and for such period or periods,
not exceeding thirty days at a time, and not exceeding in the aggregate forty five days in each year as
it may seem expedient to the Board.
68. Custody of transfer deeds.
The instrument of transfer shall after registration be retained by the Company and shall remain in its
custody. All instruments of transfer which the Board may decline to register shall on demand be
returned to the persons depositing the same. The Board may cause to be destroyed all the transfer deeds
with the Company after such period as they may determine.
69. Application for transfer of partly paid shares.
Where an application of transfer relates to partly paid shares, the transfer shall not be registered unless
the Company gives notice of the application to the transferee and the transferee makes no objection to
the transfer within two weeks from the receipt of the notice.
70. Notice to transferee.
For this purpose the notice to the transferee shall be deemed to have been duly given if it is dispatched
by prepaid registered post/speed post/ courier to the transferee at the address given in the instrument of
transfer and shall be deemed to have been duly delivered at the time at which it would have been
delivered in the ordinary course of post.
71. Recognition of legal representative.
(a) On the death of a Member, the survivor or survivors, where the Member was a joint holder, and
595his nominee or nominees or legal representatives where he was a sole holder, shall be the only
person recognized by the Company as having any title to his interest in the shares.
(b) Before recognising any executor or administrator or legal representative, the Board may require
him to obtain a Grant of Probate or Letters Administration or other legal representation as the case
may be, from some competent court in India.
Provided nevertheless that in any case where the Board in its absolute discretion thinks fit, it shall
be lawful for the Board to dispense with the production of probate or letter of administration or
such other legal representation upon such terms as to indemnity or otherwise, as the Board in its
absolute discretion, may consider adequate
(c) Nothing in clause (a) above shall release the estate of the deceased joint holder from any liability
in respect of any share which had been jointly held by him with other persons.
72. Titles of Shares of deceased Member
The Executors or Administrators of a deceased Member or holders of a Succession Certificate or the
Legal Representatives in respect of the shares of a deceased Member (not being one of two or more
joint holders) shall be the only persons recognized by the Company as having any title to the shares
registered in the name of such Members, and the Company shall not be bound to recognize such
Executors or Administrators or holders of Succession Certificate or the Legal Representative unless
such Executors or Administrators or Legal Representative shall have first obtained Probate or Letters
of Administration or Succession Certificate as the case may be from a duly constituted Court in the
Union of India provided that in any case where the Board in its absolute discretion thinks fit, the Board
upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with
production of Probate or Letters of Administration or Succession Certificate and register shares
standing in the name of a deceased Member, as a Member. However, provisions of this Article are
subject to Section 72 of the Act.
73. Notice of application when to be given
Where, in case of partly paid Shares, an application for registration is made by the transferor, the
Company shall give notice of the application to the transferee in accordance with the provisions of
Section 56 of the Act.
74. Registration of persons entitled to share otherwise than by transfer. (transmission clause).
Subject to the provisions of the Act and these Articles, any person becoming entitled to any share in
consequence of the death, lunacy, bankruptcy, insolvency of any member or by any lawful means other
than by a transfer in accordance with These presents, may, with the consent of the Board (which they
shall not be under any obligation to give) upon producing such evidence that he sustains the character
in respect of which he proposes to act under this Article or of this title as the Board shall require either
be registered as member in respect of such shares or elect to have some person nominated by him and
approved by the Board registered as Member in respect of such shares; provided nevertheless that if
such person shall elect to have his nominee registered he shall testify his election by executing in favour
of his nominee an instrument of transfer in accordance so he shall not be freed from any liability in
respect of such shares. This clause is hereinafter referred to as the ‘Transmission Clause’
75. Refusal to register nominee.
Subject to the provisions of the Act and these Articles, the Board shall have the same right to refuse or
suspend register a person entitled by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.
76. Board may require evidence of transmission.
Every transmission of a share shall be verified in such manner as the Board may require and the
Company may refuse to register any such transmission until the same be so verified or until or unless
an indemnity be given to the Company with regard to such registration which the Board at their
discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the
596Company or the Board to accept any indemnity.
77. Company not liable for disregard of a notice prohibiting registration of transfer
The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effect to any transfer of shares made, or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register or Members) to the prejudice of persons having or
claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company
may have had notice of such equitable right, title or interest or notice prohibiting registration of such
transfer, and may have entered such notice or referred thereto in any book of the Company and the
Company shall not be bound or require to regard or attend or give effect to any notice which may be
given to them of any equitable right, title or interest, or be under any liability whatsoever for refusing
or neglecting so to do though it may have been entered or referred to in some book of the Company but
the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect
thereto, if the Board shall so think fit.
78. Form of transfer outside India.
In the case of any share registered in any register maintained outside India the instrument of transfer
shall be in a form recognized by the law of the place where the register is maintained but subject thereto
shall be as near to the form prescribed in Form no. SH-4 hereof as circumstances permit.
79. No transfer to minor, insolvent etc.
No transfer shall be made to any minor, insolvent or person of unsound mind.
NOMINATION
80. Nomination
i) Notwithstanding anything contained in these Articles, every holder of securities of the Company
may, at any time, nominate a person in whom his/her securities shall vest in the event of his/her
death and the provisions of Section 72 of the Act shall apply in respect of such nomination.
ii) No person shall be recognized by the Company as a nominee unless an intimation of the
appointment of the said person as nominee has been given to the Company during the lifetime of
the holder(s) of the securities of the Company in the manner specified under Section 72 of the Act
read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014
iii) The Company shall not be in any way responsible for transferring the securities consequent upon
such nomination.
iv) If the holder(s) of the securities survive(s) nominee, then the nomination made by the holder(s)
shall be of no effect and shall automatically stand revoked.
81. Transmission of securities by nominee
A nominee, upon production of such evidence as may be required by the Board and subject as
hereinafter provided, elect, either-
(i) to be registered himself as holder of the security, as the case may be; or
(ii) to make such transfer of the security, as the case may be, as the deceased security holder, could
have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as the case may be, he shall
deliver or send to the Company, a notice in writing signed by him stating that he so elects and such
notice shall be accompanied with the death certificate of the deceased security holder as the case
may be;
(iv) a nominee shall be entitled to the same dividends and other advantages to which he would be
entitled to, if he were the registered holder of the security except that he shall not, before being
registered as a member in respect of his security, be entitled in respect of it to exercise any right
597conferred by membership in relation to meetings of the Company.
PROVIDED FURTHER 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 or debenture, 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 or rights accruing in respect of the share or debenture, until the requirements of the
notice have been complied with.
DEMATERIALISATION OF SHARES
82. Dematerialisation of securities
1) Notwithstanding anything contained herein, the Company shall be entitled to dematerialize its
shares, debentures and other securities pursuant to the Depositories Act, 1996. The provisions of
this section will be applicable in case of such securities as are or are intended to be dematerialized.
2) 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. Where person opts to hold any share with
the Depository, the Company shall intimate such Depository of details of allotment of the s-hares
to enable the Depository to enter in its records the name of such Person as the beneficial owner of
such shares. 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 regulations made thereunder and the Company shall in the manner
and within the time prescribed, issue to the beneficial owner the required certificate of shares. In
the case of transfer of shares or other marketable securities where the Company has not issued any
certificates and where such shares or securities are being held in an electronic and fungible form,
the provisions of the Depositories Act, 1996 shall apply.
3) If a Person opts to hold his shares with a Depository, the Company shall intimate such Depository
the details of allotment of the shares, and on receipt of the information, the Depository shall enter
in its record the name of the allottee as the beneficial owner of the shares.
4) Subject to the applicable provisions of the Act, either the Company or the investor may exercise
an option to issue, deal in, hold the securities (including shares) with a Depository in electronic
form and the certificates in respect thereof shall be dematerialized, in which event the rights and
obligations of the parties concerned and matters connected therewith or incidental thereto shall be
governed by the provisions of the Depositories Act, 1996 as amended from time to time or any
statutory modification thereto or re-enactment thereof.
5) All shares held by a Depository shall be dematerialized and shall be in a fungible form.
6) Notwithstanding anything to the contrary contained in the Act or the 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 owner.
7) Save as otherwise provided in (6) 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.
8) 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 a shareholder 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. The Company shall be
further entitled to maintain a Register of Members with the details of Members holding shares both
in material and dematerialized form in any medium as permitted by Law including any form of
electronic medium.
9) Notwithstanding anything in the Act or the 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 disks, drives or any other mode as
prescribed by Law from time to time.
10) Nothing contained in the Act or the Articles regarding the necessity to have distinctive numbers
598for securities issued by the Company shall apply to securities held with a Depository.
11) 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.
12) The Company shall have the power to keep in any state or country outside India a branch register
resident in that state or country.
JOINT HOLDER
83. Joint holders
Where two or more persons are registered as the holders of any share, they shall be deemed to hold the
same as joint shareholders with benefits of survivorship subject to the following and other provisions
contained in these Articles.
84. Joint and several liabilities for all payments in respect of shares.
(a) The Joint holders of any share shall be liable severally as well as jointly for and in respect of all
calls and other payments which ought to be made in respect of such share.
Title of survivors.
(b) On the death of any such joint holders the survivor or survivors shall be the only person recognized
by the Company as having any title to the share but the Board may require such evidence of death
as it may deem fit and nothing herein contained shall be taken to release the estate of a deceased
joint holder from any liability of shares held by them jointly with any other person;
Receipts of one sufficient.
(c) Any one of two or more joint holders of a share may give effectual receipts of any dividends or
other moneys payable in respect of share; and
Delivery of certificate and giving of notices to first named holders.
(d) only the person whose name stands first in the Register of Members as one of the joint holders of
any share shall be entitled to delivery of the certificate relating to such share or to receive
documents from the Company and any such document served on or sent to such person shall be
deemed to be service on all the holders.
SHARE WARRANTS
85. Power to issue share warrants
The Company may issue warrants subject to and in accordance with provisions of the Act and
accordingly the Board may in its discretion with respect to any share which is fully paid upon
application in writing signed by the persons registered as holder of the share, and authenticated by such
evidence(if any) as the Board may, from time to time, require as to the identity of the persons signing
the application and on receiving the certificate (if any) of the share, and the amount of the stamp duty
on the warrant and such fee as the Board may, from time to time, require, issue a share warrant.
86. Deposit of share warrants
(a) The bearer of a share warrant may at any time deposit the warrant at the Office of the Company,
and so long as the warrant remains so deposited, the depositor shall have the same right of signing
a requisition for call in a meeting of the Company, and of attending and voting and exercising the
other privileges of a Member at any meeting held after the expiry of two clear days from the time
of deposit, as if his name were inserted in the Register of Members as the holder of the share
included in the deposit warrant.
599(b) Not more than one person shall be recognized as depositor of the share warrant.
(c) The Company shall, on two day's written notice, return the deposited share warrant to the depositor.
87. Privileges and disabilities of the holders of share warrant
(a) Subject as herein otherwise expressly provided, no person, being a bearer of a share warrant, shall
sign a requisition for calling a meeting of the Company or attend or vote or exercise any other
privileges of a Member at a meeting of the Company, or be entitled to receive any notice from the
Company.
(b) The bearer of a share warrant shall be entitled in all other respects to the same privileges and
advantages as if he were named in the Register of Members as the holder of the share included in
the warrant, and he shall be a Member of the Company.
88. Issue of new share warrant coupons
The Board may, from time to time, make bye-laws as to terms on which (if it shall think fit), a new
share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
89. Conversion of shares into stock or reconversion.
The Company may, by ordinary resolution in General Meeting.
(a) convert any fully paid-up shares into stock; and
(b) re-convert any stock into fully paid-up shares of any denomination.
90. Transfer of stock.
The holders of stock may transfer the same or any part thereof in the same manner as and subject to the
same regulation 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.
91. Rights of stock holders.
The holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, participation in profits, voting at meetings of the
Company, and other matters, as if they hold the shares for which the stock arose but no such privilege
or advantage shall be conferred by an amount of stock which would not, if existing in shares, have
conferred that privilege or advantage.
92. Regulations.
Such of the regulations of the Company (other than those relating to share warrants), as are applicable
to paid up share shall apply to stock and the words “share” and “shareholders” in those regulations
shall include “stock” and “stockholders” respectively.
BORROWING POWERS
93. Power to borrow.
Subject to the provisions of the Act and these Articles, the Board may, from time to time at its
discretion, by a resolution passed at a meeting of the Board generally raise or borrow money by way
of deposits, loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual
or otherwise) or in any other manner, or from any person, firm, company, co-operative society, any
body corporate, bank, institution, whether incorporated in India or abroad, Government or any authority
or any other body for the purpose of the Company and may secure the payment of any sums of money
so received, raised or borrowed; provided that the total amount borrowed by the Company (apart from
600temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not
without the consent of the Company in General Meeting exceed the aggregate of the paid up capital of
the Company and its free reserves, that is to say reserves not set apart for any specified purpose, and
its securities premium.
94. Issue of discount etc. or with special privileges.
Subject to the provisions of the Act and these Articles, any bonds, debentures, debenture-stock or any
other securities may be issued at a discount, premium or otherwise and with any special privileges and
conditions as to redemption, surrender, allotment of shares, appointment of Directors or otherwise;
provided that debentures with the right to allotment of or conversion into shares shall not be issued
except with the sanction of the Company in General Meeting.
95. Securing payment or repayment of monies borrowed.
The payment and/or repayment of monies borrowed or raised as aforesaid or any monies owing
otherwise or debts due from the Company may be secured in such manner and upon such terms and
conditions in all respects as the Board may think fit, and in particular by mortgage, charter, lien or any
other security upon all or any of the assets or property (both present and future) or the undertaking of
the Company including its uncalled capital for the time being, or by a guarantee by any Director,
Government or third party, and the bonds, debentures and debenture stocks and other securities may
be made assignable, free from equities between the Company and the person to whom the same may
be issued and also by a similar mortgage, charge or lien to secure and guarantee, the performance by
the Company or any other person or company of any obligation undertaken by the Company or any
person or company as the case may be.
96. Bonds, Debentures etc. to be under the control of the Board.
Any bonds, debentures, debenture-stock or their securities issued or to be issued by the Company shall
be under the control of the Board who may issue them upon such terms and conditions, and in such
manner and for such consideration as they shall consider to be for the benefit of the Company.
97. Mortgage of uncalled capital.
If any uncalled capital of the Company is included in or charged by any mortgage or other security the
Board shall subject to the provisions of the Act and these Articles make calls on the members in respect
of such uncalled capital in trust for the person in whose favour such mortgage or security is executed.
98. Indemnity may be given.
Subject to the provisions of the Act and these Articles if the Directors or any of them or any other
person shall incur or be about to incur any liability whether as principal or surety for the payment of
any sum primarily due from the Company, the Board may execute or cause to be executed any
mortgage, charge or security over or affecting the whole or any part of the assets of the Company by
way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in
respect of such liability.
MEETINGS OF MEMBERS
99. Annual General Meeting
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to
any other meetings in that year.
Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m.
on any day that is not a national holiday and shall be held either at the Office of the Company or at
some other place within the city, town or village in which the Office of the Company is situated.
In the case of an Annual General Meeting, all businesses to be transacted at the meeting shall be deemed
special, with the exception of business relating to:
601i. the consideration of financial statements and the reports of the Board of Directors and the Auditors;
ii. the declaration of any Dividend;
iii. the appointment of Directors in place of those retiring;
iv. the appointment of, and the fixing of the remuneration of the Auditors.
Extra-Ordinary General Meeting
All the General Meetings of the Company other than Annual General Meetings shall be called Extra-
Ordinary General Meetings.
In case of Meeting other than Annual General Meeting, all business shall be deemed special.
100. Extra-Ordinary General Meeting by Board and by requisition
(a) The Board may, whenever they think fit, convene an Extra-Ordinary General Meeting and they
shall on requisition of Members made in compliance with Section 100 of the Act, forthwith
proceed to convene Extra-Ordinary General Meeting of the Members
Quorum at General Meeting
(b) No business shall be transacted at any General Meeting unless a quorum of Members, as stipulated
under the provisions of the Act, is present at the time when the meeting proceeds to business.
(c) Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in
Section 103 of the Act.
When a Director or any two Members may call an Extra Ordinary General Meeting
(d) If at any time there are not within India sufficient Directors capable of acting to form a quorum,
or if the number of Directors be reduced in number to less than the minimum number of Directors
prescribed by these Articles and the continuing Directors fail or neglect to increase the number of
Directors to that number or to convene a General Meeting, any Director or any two or more
Members of the Company holding not less than one-tenth of the total paid up share capital of the
Company may call for an Extra-Ordinary General Meeting in the same manner as nearly as
possible as that in which such a meeting may be called by the Board.
101. Meeting not to transact business not mentioned in notice.
No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact
any business which has not been mentioned in the notice or notices upon which it was convened.
102. Chairperson of General Meeting
The chairperson (if any) of the Board shall be entitled to take the chair at every General Meeting,
whether Annual or Extraordinary. If there is no such chairperson of the Board, or if at any Meeting he
is not present within fifteen minutes of the time appointed for holding such Meeting or if he is unable
or unwilling to take the chair, then the vice chairperson, if any, of the Company so shall take the chair
and preside the Meeting. In the absence of the vice chairman as well or if the Company has no vice-
chairman, then the Directors present may choose one of the Directors among themselves to preside the
Meeting.
103. Business confined to election of chairperson or vice chairperson whilst chair is vacant.
No business, except the election of a chairperson or vice chairman, shall be discussed at any General
Meeting whilst the chair is vacant.
104. Chairperson with consent may adjourn Meeting.
a) The chairperson may, with the consent of any Meeting at which a quorum is present, and shall, if
602so directed by the Meeting, adjourn the Meeting from time to time and from place to place.
b) No business shall be transacted at any adjourned Meeting other than the business left unfinished
at the Meeting from which the adjournment took place.
c) 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.
d) 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.
105. Chairperson’s casting vote.
In the case of an equality of votes the chairperson shall both on a show of hands, on a poll (if any) and
e-voting, have casting vote in addition to the vote or votes to which he may be entitled as a Member.
106. In what case poll taken without adjournment.
Any poll duly demanded on the election of chairperson or vice chairman of the Meeting or any question
of adjournment shall be taken at the Meeting forthwith.
107. Demand for poll not to prevent transaction of other business.
The demand for a poll except on the question of the election of the chairman or vice chairman and of
an adjournment shall not prevent the continuance of a meeting for the transaction of any business other
than the question on which the poll has been demanded.
VOTES OF MEMBERS
108. Members in arrears not to vote.
No Member shall be entitled to vote either personally or by proxy at any General Meeting or Meeting
of a class of shareholders either upon a show of hands, upon a poll or electronically, or be reckoned in
a quorum in respect of any shares registered in his name on which any calls or other sums presently
payable by him have not been paid or in regard to which the Company has exercised, any right or lien.
109. Number of votes each member entitled.
Subject to the provision of these Articles and without prejudice to any special privileges, or restrictions
as to voting for the time being attached to any class of shares for the time being forming part of the
capital of the company, every Member, not disqualified by the last preceding Article shall be entitled
to be present, and to speak and to vote at such meeting, and on a show of hands every member present
in person shall have one vote and upon a poll the voting right of every Member present in person or by
proxy shall be in proportion to his share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any meeting of the Company, save as provided in
sub-section (2) of Section 47 of the Act, he shall have a right to vote only on resolution placed before
the Meeting which directly affect the rights attached to his preference shares.
110. Casting of votes by a member entitled to more than one vote.
On a poll taken at a Meeting of the Company a Member entitled to more than one vote or his proxy or
other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast
in the same way all the votes he uses.
111. Vote of member of unsound mind and of minor
A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, or a minor 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.
112. Postal ballot
(a) Notwithstanding anything contained in the provisions of the Act and the rules made there under,
603the Company may, and in the case of resolutions relating to such business as may be prescribed
by such authorities from time to time, declare to be conducted only by postal ballot, shall, get any
such business/ resolutions passed by means of postal ballot, instead of transacting the business in
the General Meeting of the Company.
(b) Passing of resolution by Postal ballot
Where permitted or required by the Act, Board may, instead of calling a meeting of any Members/
class of Members/ debenture-holders, seek their assent by Postal ballot. Such Postal ballot will comply
with the provisions of Applicable Law in this behalf.
Where permitted/required by Applicable Law, Board may provide Members/Members of a
class/debenture-holders right to vote through e-voting, complying with Applicable Law.
Notwithstanding anything contained in the foregoing, the Company shall transact such business, follow
such procedure and ascertain the assent or dissent of Members for a voting conducted by Postal ballot,
as may be prescribed by Section 110 of the Act and rules made thereunder.
In case of resolutions to be passed by Postal ballot, no Meeting needs to be held at a specified time and
space requiring physical presence of Members to form a quorum.
113. E-voting
A Member may exercise his vote at a Meeting by electronic means in accordance with Section 108 of
the Act and shall vote only once.
114. Votes of joint Members.
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. If more than one
of the said persons remain present than the senior shall alone be entitled to speak and to vote in
respect of such shares, but the other or others of the joint holders shall be entitled to be present at
the meeting. Several executors or administrators of a deceased Member in whose name share
stands shall for the purpose of these Articles be deemed joints holders thereof.
b) For this purpose, seniority shall be determined by the order in which the names stand in the
Register of Members.
115. Votes may be given by proxy or by representative
Votes may be given either personally or by attorney or by proxy or in case of a company or body
corporate, by a representative duly authorised as mentioned in Articles.
116. Representation of a body corporate.
A body corporate (whether a company within the meaning of the Act or not) may, if it is Member or
creditor of the Company (including being a holder of debentures) authorise such person by resolution
of its Board, as it thinks fit, in accordance with the provisions of Section 113 of the Act to act as its
representative at any Meeting of the Members or creditors of the Company or debentures holders of
the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the same
rights and powers (including the right to vote by proxy) on behalf of the body corporate as if it were
an individual Member, creditor or holder of debentures of the Company.
117. Members paying money in advance.
(a) A Member paying the whole or a part of the amount remaining unpaid on any share held by him
although no part of that amount has been called up, shall not be entitled to any voting rights in
respect of the monies paid until the same would, but for this payment, become presently payable.
Members not prohibited if share not held for any specified period.
(b) A Member is not prohibited from exercising his voting rights on the ground that he has not held
his shares or interest in the Company for any specified period preceding the date on which the vote
604was taken.
118. Votes in respect of shares of deceased or insolvent members.
Any person entitled under Article 74 (transmission clause) to transfer any share may vote at any
General Meeting in respect thereof in the same manner as if he were the registered holder of such
shares, provided that at least forty-eight hours before the time of holding the Meeting or adjourned
meeting, as the case may be at which he proposes to vote he shall satisfy the Board of his right to
transfer such shares and give such indemnity (if any) as the Board may require or the Board shall have
previously admitted his right to vote at such Meeting in respect thereof.
119. No votes by proxy on show of hands.
No Member shall be entitled to vote on a show of hands unless such Member is present personally or
by attorney or is a company or body corporate present by a representative duly authorised under the
provisions of the Act in which case such Members, attorney or representative may vote on a show of
hands as if he were a Member of the Company. In the case of a company or body corporate the
production at the Meeting of a copy of such resolution or authorisation letter duly signed by a Director
or Secretary or authorised signatory of such company or body corporate and certified by him as being
a true copy of the resolution or authorisation letter shall be accepted by the Company as sufficient
evidence of the authority of the appointment.
120. Appointment of a proxy.
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 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.
121. Form of proxy.
An instrument appointing a proxy shall be in the form as prescribed in the rules made under Section
105 of the Act.
122. Validity of votes given by proxy notwithstanding death of a member.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the Member, or revocation of the proxy or of any power of attorney which
such proxy signed, or the transfer of the share in respect of which the vote is given, provided that no
intimation in writing of the death or insanity, revocation or transfer shall have been received at the
office before the meeting or adjourned meeting at which the proxy is used.
123. Time for objections to votes.
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.
124. Chairperson of the Meeting to be the judge of validity of any vote.
Any such objection raised to the qualification of any voter in due time shall be referred to the
Chairperson of the Meeting, whose decision shall be final and conclusive.
DIRECTORS
125. Number of Directors
Until otherwise determined by a General Meeting of the Company and subject to the provisions of
Section 149 of the Act, the number of Directors (including debenture and alternate Directors) shall not
be less than three and not more than fifteen. Provided that the Company may appoint more than fifteen
605directors after passing a special resolution.
The Company shall have such number of independent directors on the Board of the Company, as may
be required in terms of the provisions of Applicable Law. Further, such appointment of such
independent directors shall be in terms of, and subject to, the aforesaid provisions of Applicable Law.
126. Qualification shares.
A Director of the Company shall not be bound to hold any Qualification Shares in the Company.
127. Nominee Directors.
(a) Subject to the provisions of the Act and notwithstanding anything to the contrary contained in
these Articles, so long as any monies remain owing by the Company to the financing company or
body or financing corporation or credit corporation or bank or any insurance corporation (each
such financing company or body or financing corporation or credit corporation or bank or any
insurance corporation is hereinafter referred to as financial institution) out of any loans granted by
the financial institution to the Company or so long as the financial institution hold shares in the
Company as a result of underwriting or direct subscription or so long as any liability of the
Company arising out of any guarantee furnished by the financial institution on behalf of the
Company remains outstanding, the Board may appoint any person as a director nominated by any
institution in pursuance of the provisions of any law for the time being in force or of any agreement.
(b) The nominee director/s so appointed shall not be required to hold any qualification shares in the
Company nor shall be liable to retire by rotation. The Board of the Company shall have no power
to remove from office the nominee director/s so appointed. The said nominee director/s shall be
entitled to the same rights and privileges including receiving of notices, copies of the minutes,
sitting fees, etc. as any other Director of the Company is entitled.
(c) If the nominee director/s is an officer of any of the financial institution the sitting fees in relation
to such nominee directors shall accrue to such financial institution and the same accordingly be
paid by the Company to them. The financial institution shall be entitled to depute observer to
attend the meetings of the Board or any other Committee constituted by the Board.
128. Appointment of alternate Director.
The Board may appoint an alternate director to act for a Director called original director during his
absence for a period of not less than three months from India. No person shall be appointed as an
alternate director in place of an independent director unless he is qualified to be appointed as an
independent director under the Act and Applicable Law. An alternate director appointed under this
Article shall not hold office for period longer than that permissible to the original director in whose
place he has been appointed and shall vacate office if and when the original director returns to India.
If the term of office of the original director is determined before he so returns to India, any provision
in the Act or in these Articles for the automatic re-appointment of retiring Director in default of another
appointment shall apply to the original director and not to the alternate director.
129. Additional Director
Subject to the provisions of Section 149 of the Act, the Board shall have power at any time and from
time to time to appoint any other person to be an additional director, provided the number of the
Directors and additional Directors together shall not at any time exceed the maximum strength fixed
for the Board by the Articles. Any such additional director shall hold office only upto the date of the
next Annual General Meeting but shall be eligible for appointment by the Company as a Director at
that Meeting subject to the provisions of the Act.
130. Board’s power to fill casual vacancies.
Subject to the provisions of Sections 152(7), 161(4) and 169(7) of the Act, the Board shall have power
at any time and from time to time to appoint a Director, if the office of any director appointed by the
Company in General Meeting is vacated before his term of office expires in the normal course, who
shall hold office only upto the date upto which the Director in whose place he is appointed would have
606held office if it had not been vacated by him.
If the place of the retiring Director is not so filled up and the Meeting has not expressly resolved not to
fill the vacancy, the Meeting shall stand adjourned until the same day in the next week, at the same
time and place in accordance with the provisions of Section 152(7) of the Act.
If at the adjourned Meeting also, the vacancy caused by the retiring Director is not filled up and that
Meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be so deemed
to have been reappointed at the adjourned Meeting, unless :
i. at that Meeting or at the previous Meeting the resolution for the reappointment of such Director
has been put to the Meeting and lost;
ii. the retiring Director has, by a notice in writing addressed to the Company or its Board expressed
his unwillingness to be so reappointed;
iii. he is not qualified or is disqualified for appointment;
iv. a resolution whether special or ordinary, is required for the appointment or reappointment by virtue
of any provisions of the Act; or
v. the provision of Section 162 of the Act is applicable to the case.
131. Sitting fees.
Until otherwise determined by the Company in General Meeting, each Director other than the
managing/whole-time director (unless otherwise specifically provided for) shall be entitled to sitting
fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending
meetings of the Board or Committees thereof.
132. Travelling expenses incurred by Director on Company's business.
The Board may subject to the limitations provided in the Act allow and pay to any Director who attends
a meeting at a place other than his usual place of residence for the purpose of attending a meeting, such
sum as the Board may consider fair, compensation for travelling, hotel and other incidental expenses
properly incurred by him, in addition to his fee for attending such meeting as above specified.
Independent Directors
The Company shall appoint such number of independent directors as required by the Act and other
Applicable Law and the Company and independent directors are required to abide by the provisions
specified in Schedule IV of the Act.
Any casual vacancy in the post of an independent director caused by way of removal, resignation,
death, vacation of office under Section 167 of the Act and Applicable Law, removal from directorship
pursuant to any court order or due to disqualification under Section 164 of Act shall be filled by
following the process laid down in the Act and rules made thereunder.
An independent director shall be held liable, only in respect of such acts of omission or commission
by a Company which had occurred with his knowledge, attributable through Board processes, and with
his consent or connivance or where he had not acted diligently.
The provisions relating to retirement of Directors by rotation shall not be applicable to appointment of
independent directors.
Retirement and rotation of Directors
At least two-thirds of the total number of Directors, excluding independent directors, be persons whose
period of office is liable to determination by retirement of directors by rotation (hereinafter called
“the Rotational Directors”).
At every Annual General Meeting of the Company, one-third of the Rotational Directors, or if their
607number is not three or a multiple of three, then, the number nearest to one-third, shall retire from office.
A retiring Director shall be eligible for re-election.
Resignation of Directors
Subject to the provisions of the Act, a Director may resign from his office by giving a notice in writing
to the Company and Board shall take note of the same.
Provided that the provisions regarding resignation of managing director or a whole-time director or
any executive director who has any terms of employment with the Company shall be governed by such
terms.
The resignation of a Director shall take effect from the date on which the notice is received by the
Company or the date, if any, specified by the Director in the notice, whichever is later:
Removal of Directors
Any Director of the Company, except the one appointed by the National Company Law Tribunal, may
be removed by way of Ordinary Resolution before the expiry of his term of office, subject to the
provisions of Section 169 of the Act.
Remuneration of Directors
Subject to the provisions of Section 197 of the Act, a Director may be paid remuneration either by way
of a monthly payment or at a specified percentage of the net profits of the Company or partly by one
way and partly by the other.
Provided that where the Company takes a Directors’ Liability Insurance, specifically pertaining to a
particular Director, then the premium paid in respect of such insurance, for the period during which a
Director has been proved guilty, will be treated as part of remuneration paid to such Directors.
Subject to the provisions of the Act and rules made thereunder, the fees payable to a Director for
attending the meetings of the Board or Committee thereof shall be such sum as may be decided by the
Board from time to time. Fee, as may be determined by the Board, may also be paid for attending any
separate meeting of the independent directors of the Company in pursuance of any provision of the
Act.
The Board may allow any payment to any Director who is not a bonafide resident of the place where
the meetings of the Board are ordinarily held and who shall come to such place for the purpose of
attending any meeting, such sum as the Board may consider fair compensation for traveling, boarding,
lodging and other expenses, in addition to his fee for attending such meeting as above specified; and if
any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s
business, he shall be entitled to be repaid and reimbursed any traveling or other expenses incurred in
connection with business of the Company.
Directors may act notwithstanding any vacancies on Board
The continuing Directors may act notwithstanding any vacancy in their body but if, and so long as their
number is reduced below the minimum number fixed by Article 125 hereof, the continuing Directors
may act for the purpose of increasing the number of Directors to the minimum number fixed by the
Article 125 hereof or for summoning a General Meeting for the purpose increasing the number of
Directors to such minimum number, but for no other purpose.
Vacation of office of Director
The office of a Director shall ipso facto be vacated:
i. on the happening of any of the events as specified in Section 167 of the Act;
ii. if a person is a Director of more than the number of Companies as specified in the Act at a time;
iii. in the case of alternate director, on return of the original director in terms of Section 161 of the
608Act;
iv. having been appointed as a Director by virtue of his holding any office or other employment in the
holding, subsidiary or associate company, he ceases to hold such office or other employment in
that company;
v. if he is removed in pursuance of Section 169 of the Act;
vi. any other disqualification that the Act for the time being in force may prescribe.
Notice of candidature for office of Directors except in certain cases
No person not being a retiring Director, shall be eligible for appointment to the office of Director at
any General Meeting unless he or some Member intending to propose him as a Director, has, not less
than fourteen days before the Meeting, left at the registered office of the Company a notice in writing
under his hand signifying his candidature for the office of Director or the intention of such Member to
propose him as a candidate for that office along with the requisite deposit of such sum as prescribed
under the Act and rules made thereunder.
Every person (other than a Director retiring by rotation or otherwise or a person who has left at the
Office of the Company a notice under Section 160 of the Act signifying his candidature for the office
of a Director) proposed as a candidate for the office of a Director, shall sign and file with the Company,
the consent in writing to act as a Director, if appointed.
A person other than a Director reappointed after retirement by rotation immediately on the expiry of
his term of office, or an additional or alternate director, or a person filling a casual vacancy in the office
of a Director under Section 161 of the Act, appointed/ reappointed as a Director or reappointed as an
alternate director, immediately on the expiry of his term of office, shall not act as a Director of the
Company unless he has submitted consent in writing to act as a Director of the Company and the same
is filed with the Registrar within thirty days of his appointment.
Director may contract with the Company
Subject to Applicable Law, a Director or any Related Party as defined in Section 2 (76) of the Act or
other Applicable Law may enter into any contract with Company for the sale, purchase or supply of
any goods, materials, or services, or other contract involving creation or transfer of resources,
obligations or services, subject to the compliance with the Act and rules made thereunder and other
Applicable Law.
Unless so required by the Act, no sanction shall, however, be necessary for any contracts with a related
party on entered into on arm’s length basis and in its ordinary course of business. Where a contract
complies with such conditions or indication of arm’s length contracts as laid down in a policy on related
party transactions framed by the Board and approved by a General Meeting, the contract shall be
deemed to be a contract entered into on arm’s length basis.
Disclosure of interest
A Director of the Company who is in any way, whether directly or indirectly concerned or interested
in a contract or proposed contract or arrangement entered into or to be entered into by or on behalf of
the Company, shall disclose the nature of his concern or interest at a meeting of the Board in the manner
provided in Section 184(2) of the Act; provided that it shall not be necessary for a Director to disclose
his concern or interest in any contract or arrangement entered into or to be entered into with any other
body corporate where the Director of the Company either himself or in association with any other
Director hold or holds less than two per cent of the shareholding in such other body corporate.
Interested Director not to participate or vote in Board’s proceeding
Subject to the provisions of Section 184 of the Act, no Director shall as Director take any part in the
discussion of, or vote on any contract or arrangement entered into by or on behalf of the Company, if
he is in any way whether directly or indirectly concerned or interested in such contract or arrangement;
nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or
609vote; and if he does vote, his vote shall be void.
Provided however, that nothing herein contained shall apply to:-
(a) any contract of indemnity against any loss which the Directors or any one or more of them, may
suffer by reason of becoming or being sureties or a surety for the Company.
(b) any contract or arrangement entered into or to be entered into with a public company or a private
company which is a subsidiary of a public company in which the interest of the Director consists
solely:
a. in his being:
i. a director in such company, and
ii. the holder of not more than shares of such number or value therein as is requisite to
qualify him for appointment as a Director thereof, he having been nominated as such
Director by the Company; OR
b. in his being a member holding not more than 2% of its paid-up share capital.
Register of contracts in which Directors are interested
The Company shall keep a register in accordance with Section 189 (1) of the Act and Applicable Law.
The register shall be kept at the Office of the Company and shall be preserved permanently be kept in
the custody of the company secretary of the Company or any other person authorized by the Board for
the purpose.
Such a register shall be open to inspection at such Office and extracts maybe taken therefrom and
copies thereof may be provided to a Member of the Company on his request, within seven days from
the date on which such request is made and upon the payment of Rs. 10 (ten rupees) per page, as such
higher amount as may be laid by the Board, as permitted by Applicable Law.
Register of Directors and Key Managerial Personnel and their shareholding
The Company shall keep at its Office a register containing the particulars of its Directors and Key
Managerial Personnel, which shall include the details of securities held by each of them in the Company
or its holding, subsidiary, subsidiary of Company’s holding Company or associate companies in
accordance with Section 170 of the Act and Applicable Law.
Miscellaneous
All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and
all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time
by resolution determine.
Directors may be directors of companies promoted by the Company.
A Director may be or become a director of any company promoted by the Company or in which it may
be interested as a vendor, shareholder, or otherwise, and no such director shall be accountable for any
benefits received as director or shareholder of such company except in so far as Section 188 of the Act
may be applicable.
PROCEEDINGS` OF THE BOARD
133. Meetings of Board
(a) The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings as it
thinks fit.
(b) A Director may, and the manager or secretary on the requisition of a Director shall, at any time,
610summon a meeting of the Board.
Quo rum
No business shall be transacted at any Board meeting unless quorum of Directors, as stipulated under
the provisions of the Act, is present at the time when the meeting proceeds to business.
Notice
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 by electronic means.
The notice of the meeting shall inform the Directors regarding the option available to them to
participate through Electronic Mode and shall provide all the necessary information to enable the
Directors to participate through such Electronic Mode.
Shorter notice
A meeting of the Board may be called at shorter notice to transact urgent business subject to the
condition that at least one independent director, if any, shall be present at the meeting, or in case of
absence of independent directors from such a meeting of the Board, decisions taken at such a meeting
shall be circulated to all the Directors and shall be final only on ratification thereof by at least one
independent director. Where the Company does not have, for the time being, any independent director,
a Board meeting may be called at a shorter notice where such notice is approved by a majority of
Directors present at such meeting.
Minimum number of meetings
The Board shall hold four Board meetings every year in such a manner that not more than one hundred
and twenty days shall intervene between two consecutive meetings. The Directors may adjourn and
otherwise regulate their meetings as they think fit.
134. Chairperson and vice chairperson
a) The Directors may from time to time elect from among their members a chairperson of the Board
as well as a vice chairperson of the Board and determine the period for which he is to hold office.
If at any meeting of the Board, the chairperson is not present within five minutes after the time
appointed for holding the same, to the vice chairperson shall preside at the meeting and in the
absence of the vice chairperson as well, the Directors present may choose one of the Directors
among themselves to preside the meeting.
b) Subject to Section 203 of the Act and rules made there under, one person can act as the chairperson
as well as the managing director or chief executive officer at the same time.
135. Questions at Board meeting how decided.
Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes and in the case of an equality of votes, the chairperson or the vice
chairperson, as the case may be will have a second or casting vote.
136. Continuing directors may act notwithstanding any vacancy in the Board
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.
137. Board may appoint committee.
Subject to the provisions of the Act, the Board may delegate any of their powers to a committee
consisting of such member or members of its body as it thinks fit, and it may from time to time revoke
and discharge any such committee either wholly or in part and either as to person, or purposes, but
611every committee so formed shall in the exercise of the powers so delegated conform to any regulations
that may from time to time be imposed on it by the Board. All acts done by any such committee in
conformity with such regulations and in fulfilment of the purposes of their appointment but not
otherwise, shall have the like force and effect as if done by the Board.
138. Committee meetings how to be governed.
The meetings and proceedings of any such committee of the Board consisting of two or more members
shall be governed by the provisions herein contained for regulating the meetings and proceedings of
the Directors so far as the same are applicable thereto and are not superseded by any regulations made
by the Directors under the last preceding Article.
139. Chairperson of committee meetings
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.
140. Meetings of the committee
a) A committee may meet and adjourn as it thinks fit.
b) 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.
141. Acts of Board or committee shall be valid notwithstanding defect in appointment.
Subject to the provisions of the Act, all acts done by any meeting of the Board or by a committee of
the Board, or by any person acting as a Director shall notwithstanding that it shall afterwards be
discovered that there was some defect in the appointment of such Director or persons acting as
aforesaid, or that they or any of them were disqualified or had vacated office or that the appointment
of any of them had been terminated by virtue of any provisions contained in the Act or in these Articles,
be as valid as if every such person had been duly appointed, and was qualified to be a Director.
142. Power to fill casual vacancy
Subject to the provisions of Section 161 of the Act, if the office of any Director appointed by the
Company in General Meeting vacated before his term of office will expire in the normal course, the
resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company
be filled by the Board at the meeting of the Board and the Director so appointed shall hold office only
up to the date up to which the Director in whose place he is appointed would have held office if had
not been vacated as aforesaid.
POWERS OF THE BOARD
143. Powers of the Board
The business of the Company shall be managed by the Board who may exercise all such powers of the
Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act,
or by any other law or by the Memorandum or by the Articles required to be exercised by the Company
in General Meeting. However, no regulation made by the Company in General Meeting shall invalidate
any prior act of the Board which would have been valid if that regulation had not been made.
144. Certain powers of the Board
Without prejudice to the general powers conferred by the Articles and so as not in any way to limit or
restrict these powers, and without prejudice to the other powers conferred by these Articles, but subject
to the restrictions contained in the Articles, it is hereby, declared that the Board shall have the following
powers, that is to say -
612To acquire any property, rights etc.
(1) Subject to the provisions of the Act, to purchase or otherwise acquire any lands, buildings,
machinery, premises, property, effects, assets, rights, creditors, royalties, business and goodwill of
any person firm or company carrying on the business which this Company is authorised to carry
on, in any part of India.
To take on Lease.
(2) Subject to the provisions of the Act to purchase, take on lease for any term or terms of years, or
otherwise acquire any land or lands, with or without buildings and out-houses thereon, situate in
any part of India, at such conditions as the Board may think fit, and in any such purchase, lease or
acquisition to accept such title as the Board may believe, or may be advised to be reasonably
satisfy.
To erect & construct.
(3) To erect and construct, on the said land or lands, buildings, houses, warehouses and sheds and to
alter, extend and improve the same, to let or lease the property of the Company, in part or in whole
for such rent and subject to such conditions, as may be thought advisable; to sell such portions of
the land or buildings of the Company as may not be required for the Company; to mortgage the
whole or any portion of the property of the Company for the purposes of the Company; to sell all
or any portion of the machinery or stores belonging to the Company.
To pay for property.
(4) At their discretion and subject to the provisions of the Act, the Board may pay property rights or
privileges acquired by, or services rendered to the Company, either wholly or partially in cash or
in shares, bonds, debentures or other securities of the Company, and any such share may be issued
either as fully paid up or with such amount credited as paid up thereon as may be agreed upon;
and any such bonds, debentures or other securities may be either specifically charged upon all or
any part of the property of the Company and its uncalled capital or not so charged.
To insure properties of the Company.
(5) To insure and keep insured against loss or damage by fire or otherwise for such period and to such
extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce
and other moveable property of the Company either separately or co-jointly; also to insure all or
any portion of the goods, produce, machinery and other articles imported or exported by the
Company and to sell, assign, surrender or discontinue any policies of assurance effected in
pursuance of this power.
To open bank accounts.
(6) To open accounts with any Bank or Bankers and to pay money into and draw money from any
such account from time to time as the Board may think fit.
To secure contracts by way of mortgage.
(7) To secure the fulfilment of any contracts or engagement entered into by the Company by mortgage
or charge on all or any of the property of the Company including its whole or part of its undertaking
as a going concern and its uncalled capital for the time being or in such manner as they think fit.
To accept surrender of shares.
(8) To accept from any member, so far as may be permissible by law, a surrender of the shares or any
part thereof, on such terms and conditions as shall be agreed upon.
To appoint trustees for the Company.
(9) To appoint any person to accept and hold in trust, for the Company property belonging to the
Company, or in which it is interested or for any other purposes and to execute and to do all such
613deeds and things as may be required in relation to any such trust, and to provide for the
remuneration of such trustee or trustees.
To conduct legal proceedings.
(10) To institute, conduct, defend, compound or abandon any legal proceeding by or against the
Company or its officer, or otherwise concerning the affairs and also to compound and allow time
for payment or satisfaction of any debts, due, and of any claims or demands by or against the
Company and to refer any difference to arbitration, either according to Indian or Foreign law and
either in India or abroad and observe and perform or challenge any award thereon.
Bankruptcy & insolvency
(11) To act on behalf of the Company in all matters relating to bankruptcy insolvency.
To issue receipts & give discharge.
(12) To make and give receipts, release and give discharge for moneys payable to the Company and for
the claims and demands of the Company.
To invest and deal with money of the Company.
(13) Subject to the provisions of the Act, and these Articles to invest and deal with any moneys of the
Company not immediately required for the purpose thereof, upon such authority (not being the
shares of this Company) or without security and in such manner as they may think fit and from
time to time to vary or realise such investments. Save as provided in Section 187 of the Act, all
investments shall be made and held in the Company’s own name.
To give security by way of indemnity.
(14) To execute in the name and on behalf of the Company in favour of any Director or other person
who may incur or be about to incur any personal liability whether as principal or as surety, for the
benefit of the Company, such mortgage of the Company’s property (present or future) as they think
fit, and any such mortgage may contain a power of sale and other powers, provisions, covenants
and agreements as shall be agreed upon;
To determine signing powers.
(15) To determine from time to time persons who shall be entitled to sign on Company’s behalf, bills,
notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose, whether by way of a resolution
of the Board or by way of a power of attorney or otherwise.
Commission or share in profits.
(16) To give to any Director, officer, or other persons employed by the Company, a commission on the
profits of any particular business or transaction, or a share in the general profits of the company;
and such commission or share of profits shall be treated as part of the working expenses of the
Company.
Bonus, pension, gratuity or compensation to employees.
(17) To give, award or allow any bonus, pension, gratuity or compensation to any employee of the
Company, or his widow, children, dependents, that may appear just or proper, whether such
employee, his widow, children or dependents have or have not a legal claim on the Company.
Transfer to reserve funds.
(18) To set aside out of the profits of the Company such sums as they may think proper for depreciation
or the depreciation funds or to insurance fund or to an export fund, or to a reserve fund, or sinking
fund or any special fund to meet contingencies or repay debentures or debenture-stock or for
equalizing dividends or for repairing, improving, extending and maintaining any of the properties
of the Company and for such other purposes (including the purpose referred to in the preceding
614clause) as the Board may, in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the several sums so set aside or so much
thereof as may be required to be invested, upon such investments (other than shares of this
Company) as they may think fit and from time to time deal with and vary such investments and
dispose of and apply and extend all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon which the capital monies of the
Company might rightly be applied or expended and divide the reserve fund into such special funds
as the Board may think fit; with full powers to transfer the whole or any portion of a reserve fund
or division of a reserve fund to another fund and with the full power to employ the assets
constituting all or any of the above funds, including the depredation fund, in the business of the
Company or in the purchase or repayment of debentures or debenture-stocks and without being
bound to keep the same separate from the other assets and without being bound to pay interest on
the same with the power to the Board at their discretion to pay or allow to the credit of such funds,
interest at such rate as the Board may think proper.
To appoint and remove officers and other employees.
(19) To appoint, and at their discretion remove or suspend such general manager, managers, secretaries,
assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic
advisers, research workers, labourers, clerks, agents and servants, for permanent, temporary or
special services as they may from time to time think fit, and to determine their powers and duties
and to fix their salaries or emoluments or remuneration and to require security in such instances
and for such amounts they may think fit and also from time to time to provide for the management
and transaction of the affairs of the Company in any specified locality in India or elsewhere in
such manner as they think fit and the provisions contained in the next following clauses shall be
without prejudice to the general powers conferred by this clause.
To appoint attorneys.
(20) At any time and from time to time by power of attorney under the seal of the Company, to appoint
any person or persons to be the attorney or attorneys of the Company, for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board
under These presents and excluding the power to make calls and excluding also except in their
limits authorised by the Board the power to make loans and borrow moneys) and for such period
and subject to such conditions as the Board may from time to time think fit, and such appointments
may (if the Board think fit) be made in favour of the members or any of the members of any local
Body or in favour of any company, or the shareholders, directors, nominees or manager of any
company or firm or otherwise in favour of any fluctuating body of persons whether nominated
directly or indirectly by the Board and any such powers of attorney may contain such powers for
the protection or convenience for dealing with such Attorneys as the Board may think fit, and may
contain powers enabling any such delegated attorneys as aforesaid to sub-delegate all or any of the
powers, authorities and discretion for the time being vested in them.
To enter into contracts.
(21) Subject to Section 188 of the Act, for or in relation to any of the matters aforesaid or otherwise for
the purpose of the Company to enter into all such negotiations and contracts and rescind and vary
all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of
the Company as they may consider expedient.
To make rules.
(22) From time to time to make, vary and repeal rules for the regulations of the business of the
Company, its officers and employees.
To effect contracts etc.
(23) To effect, make and enter into on behalf of the Company all transactions, agreements and other
contracts within the scope of the business of the Company.
To apply & obtain concessions licenses etc.
615(24) To apply for, promote and obtain any act, charter, privilege, concession, license, authorization, if
any, Government, State or municipality, provisional order or license of any authority for enabling
the Company to carry any of this objects into effect, or for extending and any of the powers of the
Company or for effecting any modification of the Company’s constitution, or for any other
purpose, which may seem expedient and to oppose any proceedings or applications which may
seem calculated, directly or indirectly to prejudice the Company’s interests.
To pay charges, commissions or interest.
(25) To pay the cost, charges and expenses preliminary and incidental to the promotion, formation,
establishment and registration of the Company.
(26) To pay and charge to the capital account of the Company any commission or interest lawfully
payable there out under the provisions of Section 40 of the Act and of the provisions contained in
These presents.
To redeem preference shares.
(27) To redeem preference shares.
To assist charitable or benevolent institutions.
(28) To subscribe, incur expenditure or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or any other institutions or subjects which shall have any
moral or other claim to support or aid by the Company, either by reason of locality or operation or
of public and general utility or otherwise.
(29) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the
Company and their wives, widows and families or the dependents or connections of such persons,
by building or contributing to the building of houses, dwelling or chawls, or by grants of moneys,
pension, gratuities, allowances, bonus or other payments, or by creating and from time to time
subscribing or contributing, to provide other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards place of instruction and recreation, hospitals and
dispensaries, medical and other attendance and other assistance as the Board shall think fit and
subject to the provision of Section 181 of the Act, to subscribe or contribute or otherwise to assist
or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions
or object which shall have any moral or other claim to support or aid by the Company, either by
reason of locality of operation, or of the public and general utility or otherwise.
(30) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant
license for the use of any trade mark, patent, invention or technical know-how.
(31) To sell from time to time any articles, materials, machinery, plants, stores and other articles and
thing belonging to the Company as the Board may think proper and to manufacture, prepare and
sell waste and by-products.
(32) From time to time to extend the business and undertaking of the Company by adding, altering or
enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the
time being the property of or in the possession of the Company, or by erecting new or additional
buildings, and to expend such sum of money for the purpose aforesaid or any of them as they be
thought necessary or expedient.
(33) To undertake on behalf of the Company any payment of rents and the performance of the
covenants, conditions and agreements contained in or reserved by any lease that may be granted
or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions,
and otherwise to acquire on free hold sample of all or any of the lands of the Company for the time
being held under lease or for an estate less than freehold estate.
(34) To improve, manage, develop, exchange, lease, sell, resell and re-purchase, dispose off, deal or
otherwise turn to account, any property (movable or immovable) or any rights or privileges
belonging to or at the disposal of the Company or in which the Company is interested.
616(35) To let, sell or otherwise dispose of subject to the provisions of Section 180 of the Act and of the
other articles or any property of the Company, either absolutely or conditionally and in such
manner and upon such terms and conditions in all respects as it thinks fit and to accept payment in
satisfaction for the same in cash or otherwise as it thinks fit.
(36) Generally subject to the provisions of the Act and these Articles, to delegate the powers/authorities
and discretions vested in the Board to any person(s), firm, company or fluctuating body of persons
as aforesaid.
(37) To comply with the requirements of any local law which in their opinion it shall in the interest of
the Company be necessary or expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
145. Powers to appoint managing/ whole-time Directors.
a) Subject to the provisions of the Act and of these Articles, the Board may from time to time in
Board Meetings appoint one or more of their body to be a managing director or managing directors
or whole-time director or whole-time directors of the Company for such term not exceeding five
years at a time as they may think fit to manage the affairs and business of the Company, and may
from time to time (subject to the provisions of any contract between him or them and the Company)
remove or dismiss him or them from office and appoint another or others in his or their place or
places.
b) The managing director or managing directors or whole-time director or whole-time directors so
appointed may be liable to retire by rotation to meet the criteria of composition of the Board. A
managing director or whole-time director who is appointed as Director immediately on the
retirement by rotation shall continue to hold his office as managing director or whole-time director
and such re-appointment as such Director shall not be deemed to constitute a break in his
appointment as managing director or whole-time director.
146. Remuneration of managing or whole-time Director.
The remuneration of a managing director or a whole-time director (subject to the provisions of the Act
and of these Articles and of any contract between him and the Company) shall from time to time be
fixed by the Board, and may be, by way of fixed salary, or commission on profits of the Company, or
by participation in any such profits, or by any, or all of these modes.
147. Powers and duties of managing Director or whole-time Director.
(1) Subject to control, direction and supervision of the Board, the day-today management of the
Company will be in the hands of the managing director or whole-time director appointed in
accordance with regulations of these Articles with powers to the Board to distribute such day-to-
day management functions among such Directors and in any manner as may be directed by the
Board.
(2) The Board may from time to time entrust to and confer upon the managing director or whole-time
director for the time being save as prohibited in the Act, such of the powers exercisable under
These presents by the Board as they may think fit, and may confer such objects and purposes, and
upon such terms and conditions, and with such restrictions as they think expedient; and they may
subject to the provisions of the Act and these Articles confer such powers, either collaterally with
or to the exclusion of, and in substitution for, all or any of the powers of the Board in that behalf,
and may from time to time revoke, withdraw, alter or vary all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint any managing director or
managing directors or whole-time director or whole-time directors of the Company and may
exercise all the powers referred to in these Articles.
(4) The managing director shall be entitled to sub-delegate (with the sanction of the Board where
necessary) all or any of the powers, authorities and discretions for the time being vested in him in
particular from time to time by the appointment of any attorney or attorneys for the management
and transaction of the affairs of the Company in any specified locality in such manner as he may
617think fit.
(5) Notwithstanding anything contained in these Articles, the managing director is expressly allowed
generally to work for and contract with the Company and especially to do the work of managing
director and also to do any work for the Company upon such terms and conditions and for such
remuneration (subject to the provisions of the Act) as may from time to time be agreed between
him and the Board of the Company.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF
FINANCIAL OFFICER
148. Board to appoint chief executive officer/ manager/ company secretary/ chief financial officer
a) Subject to the provisions of the Act,—
i. 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 think fit; and any chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of a resolution of the Board;
ii. A Director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
b) A provision of the Act or these regulations requiring or authorising 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.
THE SEAL
149. The Seal, its custody and use.
(a) The Board shall provide a Seal for the purposes of the Company, and shall have power from time
to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide
for the safe custody of the Seal for the time being, and the Seal shall never be used except by the
authority of the Board or a committee of the Board previously given.
(b) The Company shall also be at liberty to have an official Seal in accordance with the Act, for use
in any territory, district or place outside India.
150. Deeds how executed.
The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution
of the Board or of a committee of the Board authorized by it in that behalf, and except in the presence
of at least one Director and of the secretary or such other person as the Board may appoint for the
purpose; and those one Director and the secretary or other person aforesaid shall sign every instrument
to which the seal of the Company is so affixed in their presence.
DIVIDEND AND RESERVES
151. Division of profits.
(1) 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.
(2) 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.
(3) The dividend can be declared and paid only out of the following profits;
i. Profits of the financial year, after providing depreciation as stated in Section 123(2) read with
618Schedule II of the Act.
ii. Accumulated profits of the earlier years, after providing for depreciation under Section 123(2)
read with Schedule II of the Act.
iii. Out of money provided by Central or State Government for payment of dividend in pursuance
of a guarantee given by the Government.
152. The company in General Meeting may declare dividends.
The Company in General Meeting may declare dividends, to be paid to members according to their
respective rights and interests in the profits and may fix the time for payment and the Company shall
comply with the provisions of Section 124 of the Act, but no dividends shall exceed the amount
recommended by the Board, but the Company may declare a smaller dividend in general meeting.
153. Transfer to reserves
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 not to divide,
without setting them aside as a reserve.
154. Interim dividend.
Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the members
such interim dividends as appear to it to be justified by the profits of the Company.
155. Debts may be deducted.
The Directors may retain any dividends on which the Company has a lien and may apply the same in
or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
156. Capital paid up in advance not to earn dividend.
No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of
this Articles as paid on the share.
157. Dividends in proportion to amount paid-up.
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 dividends as from a particular date such
share shall rank for dividend accordingly.
158. Retention of dividends until completion of transfer under Articles.
The Board may retain the dividend payable upon shares in respect of which any person under Articles
has become entitled to be a Member, or any person under that Article is entitled to transfer, until such
person becomes a Member, in respect of such shares or shall duly transfer the same.
159. No Member to receive dividend whilst indebted to the Company and the Company’s right of
reimbursement thereof.
No member shall be entitled to receive payment of any interest or dividend or bonus in respect of his
share or shares, whilst any money may be due or owing from him to the Company in respect of such
share or shares (or otherwise however, either alone or jointly with any other person or persons) and the
Board may deduct from the interest or dividend payable to any member all such sums of money so due
619from him to the Company.
160. Effect of transfer of shares.
A transfer of shares does not pass the right to any dividend declared thereon before the registration of
the transfer.
161. Dividend to joint holders.
Any one of several persons who are registered as joint holders of any share may give effectual receipts
for all dividends or bonus and payments on account of dividends in respect of such share.
162. Dividends how remitted.
a) Any dividend, interest or other monies payable in cash in respect of shares may be 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.
163. Notice of dividend.
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.
164. No interest on dividends.
No unclaimed dividend shall be forfeited before the claim becomes barred by law and no unpaid
dividend shall bear interest as against the Company.
165. Unpaid or unclaimed dividend
a) The Company shall comply with the provisions of the Act in respect of any dividend remaining
unpaid or unclaimed with the Company. If the Company has declared a dividend but which has
not been paid or the dividend warrant in respect thereof has not been posted or sent within 30
(thirty) days from the date of declaration, the Company shall, within 7 (seven) days from the date
of expiry of the said period of 30 (thirty) days, transfer the total amount of dividend, which
remained so unpaid or unclaimed to a special account to be opened by the Company in that behalf
in any scheduled bank to be called “Unpaid Dividend Account”.
b) Any money so 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 to the Fund established under sub-section (1) of Section 125 of the Act, viz. “Investor
Education and Protection Fund”. Any person claiming to be entitled to an amount may apply to
the authority constituted by the central government for the payment of the money claimed.
c) Further, there shall be no forfeiture of unclaimed dividends before the claim becomes barred by
law and the Company shall comply with the provision of Sections 124 and 125 of the Act in respect
of all unclaimed or unpaid Dividends.
ACCOUNTS
166. Board to keep true accounts
The Company shall keep at the Office or at such other place in India as the Board thinks fit, proper
books of account and other relevant books and papers and financial statement for every financial year
in accordance with Section 128 of the Act.
Where the Board decides to keep all or any of the Books of Account at any place in India other than
the Office of the Company the Company shall within seven days of the decision file with the Registrar
620a notice in writing giving, the full address of that other place.
The Company shall preserve in good order the books of account relating to the period of not less than
eight years preceding the current year together with the vouchers relevant to any entry in such Books
of Account.
Where the Company has a branch office, whether in or outside India, the Company shall be deemed to
have complied with the preceding Article if proper Books of Account relating to the transactions
effected at the branch office are kept at the branch office and proper summarized returns made up to
date at intervals of not more than three months are sent by the branch office to the Company at its
Office or at any other place in India, at which the Company’s Books of Account are kept as aforesaid.
The books of account shall give a true and fair view of the state of affairs of the Company or branch
office, as the case may be, and explain its transactions effected both at the Office and its branches and
such books shall be kept on accrual basis and according to the double entry system of accounting. The
Books of Account and other books and papers shall be open to inspection by any Directors during
business hours.
167. Preparation of revised financial statements or Boards’ report
Subject to the provisions of Section 131 of the Act and the Applicable Law made thereunder, the Board
may require the preparation of revised financial statement of the Company or a revised Boards’ Report
in respect of any of the three preceding financial years, if it appears to them that (a) the financial
statement of the Company or (b) the report of the Board do not comply with the provisions of Section
129 or Section 134 of the Act.
168. Places of keeping accounts
The Board shall from time to time determine whether and to what extent and at what times and places
and under what conditions or regulations, the accounts and books of the Company, or any of them,
shall be open to the inspection of members not being Directors.
No member (not being a Director) shall have any right of inspecting any account or book or document
of the Company except as conferred by law or authorised by the Board or by the Company in General
Meeting.
AUDIT
169. Auditors to be appointed
Statutory auditors and cost auditors, if any, shall be appointed and their rights and duties regulated in
accordance with Sections 139 to 148 of the Act and Applicable Laws. Where applicable, a secretarial
auditor shall be appointed by the Board and their rights and duties regulated in accordance with Section
204 of the Act and Applicable Laws.
Subject to the provisions of Section 139 of the Act and rules made thereunder, the statutory auditors of
the Company shall be appointed for a term of five consecutive years (in case Auditor is an Individual)
or two terms of five consecutive years (in case Auditor is an Audit Firm). Provided that the Company
may, at a General Meeting, remove any such Auditor or all of such Auditors and appoint in his or their
place any other person or persons as may be recommended by the Board, in accordance with Section
140 of the Act or Applicable Laws.
170. Remuneration of Auditors
The remuneration of the Auditors shall be fixed by the Company in Annual General Meeting or in such
manner as the Company in General Meeting may determine.
CAPITALIZATION OF PROFITS
171. Capitalization
(1) The Company in General Meeting may, upon the recommendation of the Board, resolve:
621(a) 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
(b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst
the Members who would have been entitled thereto, if distributed by way of dividend and in the
same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained
in clause (3) 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 aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).
(3) A securities premium account and capital redemption reserve account may, for the purposes of
this regulation, only be applied in the paying up of unissued shares to be issued to Members of the
Company and fully paid bonus shares.
(4) The Board shall give effect to the resolution passed by the Company in pursuance of this
regulation.
172. Fractional certificates
(1) Whenever such a resolution as aforesaid shall have been passed, the Board shall —
(a) 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
(b) generally to do all acts and things required to give effect thereto.
(2) The Board shall have full power -
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, in case of shares becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the Members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be entitled upon such capitalization, or
(as the case may require) for the payment by the Company on their behalf, by the application
thereto of their respective proportions, of the profits resolved to be capitalized, of the amounts
or any part of the amounts remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and binding on all such Members.
(4) That for the purpose of giving effect to any resolution, under the preceding paragraph of this
Article, the Directors may give such directions as may be necessary and settle any questions or
difficulties that may arise in regard to any issue including distribution of new equity shares and
fractional certificates as they think fit.
173. Maintenance of records and Inspection of minutes of General Meeting by Members
(1) Where permitted/required by the Act, all records to be maintained by the Company may be kept
in electronic form subject to the provisions of the Act and rules made thereunder. Such records
shall be kept open to inspection in the manner as permitted by the Act and Applicable Law. The
term ‘records’ would mean any register, index, agreement, memorandum, minutes or any other
document required by the Act and Applicable Law made there under to be kept by the Company.
(2) The Company shall cause minutes of all proceedings of every General Meeting to be kept by
622making within thirty days of the conclusion of every such meeting concerned, entries thereof in
books kept for that purpose with their pages consecutively numbered.
(3) Any such minutes shall be evidence of the proceedings recorded therein and shall contain a fair
and correct summary of the proceedings thereat.
(4) Each page of every such book shall be initialed or signed and the last page of the record of
proceedings of such meeting in such books shall be dated and signed by the chairperson of the
same meeting within the aforesaid period of thirty days or in the event of the death or non
availability of that chairperson within that period, by a Director duly authorised by the Board for
the purpose.
(5) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid
by pasting or otherwise.
(6) Nothing herein contained shall require or be deemed to require the inclusion in any such minutes
of any matter which in the opinion of the ‘chairperson of the meeting :
(a) is or could reasonably be regarded, as, defamatory of any person or
(b) is irrelevant or immaterial to the proceeding, or
(c) is detrimental to the interest of the Company.
The chairperson of the meeting shall exercise an absolute discretion in regard to the inclusion or
non-inclusion of any matter in the minutes on the aforesaid grounds.
(7) The books containing the minutes of the proceedings of any General Meetings of the Company
shall be open to inspection of members without charge on such days and during such business
hours as may consistently with the provisions of Section 119 of the Act be determined by the
Company in General Meeting and the members will also be entitled to be furnished with copies
thereof on payment of regulated charges.
(8) Any member of the Company shall be entitled to be furnished within seven days after he has made
a request in that behalf to the Company with a copy of any minutes referred to in sub-clause (1)
hereof on payment of Rs. 10 per page or any part thereof.
FOREIGN REGISTER
174. Foreign register
The Company may exercise the powers conferred on it by the provisions of the Act with regard to the
keeping of foreign register of its Members or debenture holders, and the Board may, subject to the
provisions of the Act, make and vary such regulations as it may think fit in regard to the keeping of
any such registers.
DOCUMENTS AND SERVICE OF NOTICES
175. Signing of documents & notices to be served or given.
Any document or notice to be served or given by the Company be signed by a Director or such person
duly authorised by the Board for such purpose and the signature may be written or printed or
lithographed.
176. Authentication of documents and proceedings.
Save as otherwise expressly provided in the Act, a document or proceeding requiring authentication by
the Company may be signed by a Director, the manager, or secretary or other authorised officer of the
Company and need not be under the Seal of the Company.
WINDING UP
623177. Subject to the provisions of Chapter XX of the Act and rules made thereunder and Applicable Law —
(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 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
Members 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 trusts for the benefit of the contributories if he considers necessary, but so that no
member shall be compelled to accept any shares or other securities whereon there is any liability.
INDEMNITY
178. Directors’ and others right to indemnity.
Subject to provisions of the Act, every Director, or officer or servant of the Company or any person
(whether an officer of the Company or not) employed by the Company as Auditor, shall be indemnified
by the Company against and it shall be the duty of the Directors to pay, out of the funds of the Company,
all costs, charges, losses and damages which any such person may incur or become liable to, by reason
of any contract entered into or act or thing done, concurred in or omitted to be done by him in any way
in or about the execution or discharge of his duties or supposed duties (except such if any as he shall
incur or sustain through or by his own wrongful act neglect or default) including expenses, and in
particular and so as not to limit the generality of the foregoing provisions, against all liabilities incurred
by him as such Director, officer or Auditor or other officer of the Company in defending any
proceedings whether civil or criminal in which judgment is given in his favor, or in which he is
acquitted or in which relief is granted to him by the Court or the Tribunal.
179. Not responsible for acts of others
Subject to the provisions of the Act, no Director, managing director or other officer of the Company
shall be liable for the acts, receipts, neglects or defaults of any other Directors or officer, or for joining
in any receipt or other act for conformity, or for any loss or expense happening to the Company through
insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf
of the Company or for the insufficiency or deficiency of any security in or upon which any of the
monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, company or corporation, with whom any moneys, securities
or effects shall be entrusted or deposited, or for any loss occasioned by any error of judgment or
oversight on his part, or for any other loss or damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto, unless the same happens through his own
dishonesty.
SECRECY
Secrecy
(a) Every Director, manager, Auditor, treasurer, trustee, member of a committee, officer, servant,
agent, accountant or other person employed in the business of the Company shall, if so required
by the Directors, before entering upon his duties, sign a declaration pleading himself to observe
strict secrecy respecting all transactions and affairs of the Company with the customers and the
state of the accounts with individuals and in matters relating thereto, and shall by such declaration
pledge himself not to reveal any of the matter which may come to his knowledge in the discharge
of his duties except when required so to do by the Directors or by any meeting or by a Court of
Law and except so far as may be necessary in order to comply with any of the provisions in These
presents contained. At any point of time from the date of adoption of these Articles, if the Articles
are or become contrary to the provisions of the Listing Regulations or of the Act or any other
applicable laws, rules or regulations including bye laws of the stock exchanges, the provisions of
such laws shall prevail over the Articles to such extent and the Company shall discharge all of its
624obligations as prescribed under the laws, from time to time.
Access to property information etc.
(b) No member or other person (other than a Director) shall be entitled to enter the property of the
Company or to inspect or examine the Company's premises or properties or the books of accounts
of the Company without the permission of the Board of the Company for the time being or to
require discovery of or any information in respect of any detail of the Company's trading or any
matter which is or may be in the nature of trade secret, mystery of trade or secret process or of any
matter whatsoever which may relate to the conduct of the business of the Company and which in
the opinion of the Board it will be inexpedient in the interest of the Company to disclose or to
communicate.
625SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (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 will be attached to the
copy of the Red Herring Prospectus filed with the RoC. Copies of the contracts and documents for inspection
referred to hereunder, may be inspected at our Registered Office, from 10.00 am to 5.00 pm on all Working Days
and will also be made available on the website of our Company at https://elevatecampuses.com/investors, from the
date of the Red Herring Prospectus until the Bid/ Issue Closing Date, except for such contracts and documents
that will be entered into or executed subsequent to the completion of the Bid/ Issue Closing Date.
Any of the contracts or documents mentioned in this Draft 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, 2013 and other relevant
statutes.
Material Contracts to the Issue
1. Issue agreement dated September 28, 2025 entered into among our Company and the BRLMs.
2. Registrar agreement dated September 27, 2025 entered into among our Company and the Registrar to the
Issue.
3. Monitoring agency agreement dated [●] entered into between our Company and the Monitoring Agency.
4. Cash escrow and sponsor bank agreement dated [●] entered into among our Company, the BRLMs, the
Syndicate Members, Banker(s) to the Issue and the Registrar to the Issue.
5. Syndicate agreement dated [●] entered into among the members of the Syndicate, our Company and the
Registrar to the Issue; and
6. Underwriting agreement dated [●] entered into among our Company, the Underwriters and the Registrar
to the Issue.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended till date.
2. Certificate of incorporation dated April 8, 2005, by the RoC Bengaluru to our Company, in the name of
‘Woodstock Ambience Private Limited’.
3. Fresh certificate of incorporation dated January 9, 2018 issued to our Company by the RoC Bengaluru,
pursuant to change of name of our Company from ‘Woodstock Ambience Private Limited’ to ‘Good
Host Spaces Private Limited’.
4. Fresh certificate of incorporation dated August 20, 2025 issued to our Company by the RoC, pursuant to
conversion of our Company into a public limited company, and consequential change in our name from
‘Good Host Spaces Private Limited’ to ‘Good Host Spaces Limited’.
5. Fresh certificate of incorporation dated September 8, 2025 issued to our Company by the RoC, pursuant
to change in our name from “Good Host Spaces Limited” to “Elevate Campuses Limited”
6. Copies of our annual reports for the preceding three Fiscals.
7. Resolution of our Board dated September 26, 2025, authorizing the Issue and other related matters.
8. Resolution of our Shareholders dated September 26, 2025, authorizing the Issue and other related
matters.
9. Resolution of our IPO Committee dated September 28, 2025, approving this Draft Red Herring
Prospectus.
62610. Resolution of Audit Committee dated September 27, 2025, approving the KPIs.
11. The report dated September 28, 2025 of our Statutory Auditors on the statement of possible special tax
benefits available to our Company, Material Subsidiaries and our Shareholders.
12. The examination report dated September 28, 2025, of our Statutory Auditors on our Restated
Consolidated Summary Statement.
13. The compilation report, under SAE 3420, dated September 28, 2025, of our Statutory Auditors on our
Unaudited Proforma Financial Information.
14. Industry report titled “K-12 Education and Student Accommodation sector in India” dated September
26, 2025 prepared and issued by CBRE, letter of engagement dated January 28, 2025 between CBRE
and our Company, and the consent letter dated September 26,2025, issued by CBRE.
15. Consent letter dated September 28, 2025, from S R B C & CO LLP, Chartered Accountants to include
their name as required under Section 26(1) of the Companies Act 2013 read with SEBI ICDR
Regulations, in this Draft 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 (i) examination report dated September 28, 2025, on our Restated Consolidated Summary
Statement; and (ii) report dated September 28, 2025, on the statement of possible special tax benefits,
included in this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to
mean an “expert” as defined under the U.S. Securities Act.
16. Consent letter dated September 28, 2025, from N B T and Co, Chartered Accountants (FRN No.
140489W), the independent chartered accountants, to include their name in this Draft Red Herring
Prospectus as required under Section 26 of the Companies Act 2013 read with SEBI ICDR Regulations
as an “expert” as defined under Section 2(38) of the Companies Act 2013 in respect of various certificates
issued by them in their capacity as the independent chartered accountant to our Company.
17. Consents dated (i) September 22, 2025 from architect, R. Laxman, bearing membership number
CA/2004/33750; (ii) September 24, 2025 from architect, PNC Architect, bearing Registration Number
72383/2023; (iii) September 23, 2025 from architect, Quantum ProjectInfra Ltd. bearing membership
number CA/2019/116678, to include their respective names as required under Section 26 of the
Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and an
“expert”, as defined under Section 2(38) of the Companies Act 2013 to the extent and in its capacity as
an independent architect, in respect of information certified by it, as included in this Draft Red Herring
Prospectus.
18. The Board and Shareholders resolution dated September 17, 2025 for the appointment of Vinod Raja
Rao as the Whole-time Director and Chief Financial Officer (w.e.f September 10, 2025).
19. Certificate dated September September 28, 2025, from N B T and Co, Chartered Accountants (FRN No.
140489W), certifying the KPIs of our Company.
20. Certificate dated September 27, 2025, issued by Mehta & Mehta, Company Secretaries in relation to the
ESOP Plan 2025 of the Company.
21. Consents of bankers to our Company, the BRLMs, Registrar to the Issue, legal counsel to our Company
as to Indian law, Directors, Promoters, Company Secretary and Compliance Officer, Chief Financial
Officer, Syndicate Members, Registrar to the Issue, Monitoring Agency, Escrow Collection Bank(s),
Public Issue Account Bank(s), Refund Bank(s), Sponsor Bank(s), as referred to in their specific capacities
to act in their respective capacities.
22. Securities purchase agreements each dated September 24, 2025 entered into between our Company and
the K-12 HoldCos in relation to the Proposed Acquisitions.
23. Valuation report dated September 23, 2025 prepared by Raghuraman Krishna Iyer, Registered Valuer in
connection with the Proposed Acquisitions.
24. In relation to the share purchase agreement between our Subsidiary, GHS North, along with our Company
and Seller dated September 23, 2025.
62725. In relation to acquisition of Elevate UAE Assetco Holdings Pte. Ltd: (i) securities purchase and
subscription agreement dated September 17, 2025, entered between our Company, Elevate MENA
Master Holdings Pte. Ltd. and Elevate UAE Assetco Holdings Pte. Ltd.; and (ii) valuation reports each
dated September 9, 2025 issued by Akshat P Jain & Associates in relation to the fair value of equity and
optionally convertible redeemable preference shares.
26. In relation to the proposed acquisition of the business undertaking of HEI Gujarat: (i) business transfer
agreement dated March 27, 2024 between our subsidiary, GHS West and the Seller and (ii) supplemental
agreement dated May 29, 2025
27. In relation to the acquisition of business undertaking from Zolostays Property Solutions Private Limited:
(i) business transfer agreement dated February 28, 2025 and amendment agreement dated April 10, 2025
in relation to the acquisition of business undertaking from Zolostays Property Solutions Private Limited;
(ii) purchase price allocation report dated September 5, 2025, issued by Raghu Iyer Associates; (iii)
shareholders’ agreement dated February 28, 2025; (iv) share purchase agreement dated June 3, 2025
between our Company, Zolostays Property Solutions Private Limited and Nikhil Sikri; and (v) deed of
adherence and amendment to the shareholders’ agreement dated June 5, 2025.
28. In relation to the acquisition of hostel undertaking in Manipal University, Jaipur: (i) lease deed dated
October 5, 2017 executed between our Company and MUJ; (ii) business transfer agreement dated
September 7, 2017, entered into between our Company and Manipal Integrated Services Private Limited;
(iii) valuation report dated December 11, 2017, issued by Celestia Advisors Private Limited.
29. In relation to the acquisition of business undertaking in a university in County: (i) business transfer
agreement dated September 7, 2017; (ii) conveyance deed each dated October 5, 2017; (ii) valuation
report dated December 11, 2017, issued by Celestia Advisors Private Limited.
30. In relation to the acquisition and divestment of business undertaking in HEI Karnataka: (i) cancellation
and transfer agreement dated April 9, 2025; and (ii) valuation report dated December 11, 2017, issued
by Celestia Advisors Private Limited
31. In relation to the acquisition of sub-lease rights by GHS Shoolini in HEI Himachal Pradesh: (i) transfer
of hostel undertaking dated November 20, 2019; (ii) sub-lease deed dated November 21, 2019; (iii)
valuation report dated December 11, 2019, issued by Celestia Advisors Private Limited; and (iv) sub
lease deed and rent deed dated November 21, 2019
32. In relation to the acquisition of business undertaking by GHS Sonipat in HEI Haryana: (i) transfer of
hostel undertaking and hostel accommodation and services agreement dated March 21, 2020; (ii) lease
deed dated March 31, 2020; (iii) sale deed dated March 21, 2020; and (iv) valuation report dated July 12,
2020, issued by Celestia Advisors Private Limited.
33. In relation to the acquisition of business undertaking by GHS Jagdishpur in HEI Haryana, Sonipat: (i)
transfer of hostel undertaking and hostel accommodation and service agreement each dated July 20, 2021;
(ii) lease deed dated July 20, 2021; (ii) a sale deed dated July 20, 2021; (iii) valuation report dated August
31, 2022, issued by Celestia Advisors Private Limited; (iv) lease deed dated August 10, 2023; (v) a sale
deed dated August 10, 2023; (v) valuation report dated September 25, 2024 issued by Celestia Advisors
Private Limited.
34. Consent letter dated [●] issued by [●].
35. Tripartite agreement dated June 17, 2025 among our Company, NSDL and Registrar to the Issue.
36. Tripartite agreement dated June 1, 2022, among our Company, CDSL and the Registrar to the Issue.
37. Due diligence certificate to SEBI from the BRLMs dated September 28, 2025.
38. In-principle listing approvals dated [●] and [●], from BSE and NSE, respectively; and
39. Final observation letter dated [●] issued by SEBI (Ref. No. [●] dated [●]).
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so, required in the interest of our Company or if required by other parties, without reference to the
628Shareholders, subject to compliance of the provisions contained in the Companies Act 2013 and other applicable
law.
629DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Anami Narayan Roy
Chairman and Independent Director
Date: September 28, 2025
Place: Mumbai
630DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Vinod Raja Rao
Whole-Time Director & Chief Financial Officer
Date: September 28, 2025
Place: Mumbai
631DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Siddhartha Gupta
Non – Executive Director
Date: September 28, 2025
Place: Mumbai
632DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Joseph Raymond Gagnon
Non – Executive Director
Date: September 28, 2025
Place: Seoul, South Korea
633DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Mukesh Tiwari
Non – Executive Director
Date: September 28, 2025
Place: Mumbai
634DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Rashmi Satish Joshi
Independent Director
Date: September 28, 2025
Place: Alibaug
635DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and
Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red
Herring Prospectus are contrary to the provisions of the Companies Act 2013, the Securities and Exchange Board
of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I
further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true
and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_________________________
Vinod Raja Rao
Whole-Time Director & Chief Financial Officer
Date: September 28, 2025
Place: Mumbai
636