Elevate Campuses IPO

Risks

• The Pre-Acquisition Group derived 61.46%, 89.00%, and 88.60% of its revenue from operations in FY2026, FY2025, and FY2024, respectively, from just three HEIs (O.P. Jindal Global University, Manipal University Jaipur, and Shoolini University). Any adverse developments affecting these institutions or deterioration in relationships with them could materially impact the company's financial performance and results of operations.
• The Pre-Acquisition Group derived 65.74%, 99.24%, and 99.72% of its revenue from operations in FY2026, FY2025, and FY2024, respectively, from student accommodation in its Owned Portfolio, with occupancy rates declining from 99.92% in AY2024 to 89.37% in AY2026. Any failure to maintain high occupancy rates — due to competition, regulatory changes, or reputational events — could significantly reduce revenues and adversely affect cash flows.
• The company proposes to utilize approximately 52.38% of Gross Proceeds (₹11,000 million) to acquire K-12 Entities and Campuses from fellow subsidiaries of its Promoters, with ongoing operational issues including notices from K-12 Operators regarding rent adjustments, structural rectifications, and statutory approval discrepancies. Failure to realize anticipated benefits, inability to identify associated liabilities, or integration challenges could adversely affect business operations and the value of Equity Shares post-acquisition.
• The Pre-Acquisition Group's total borrowings stood at ₹41,205.34 million as of March 31, 2026 (up from ₹9,847.11 million in FY2024), with 66.61% at floating rates, leaving the company exposed to interest rate volatility without any hedging arrangements in place. Failure to meet debt obligations or restrictive covenants could result in lenders enforcing security over assets, adversely affecting operations and shareholder returns.
• The company operates under long-term contractual arrangements with HEIs and K-12 Operators that contain provisions for early termination, non-renewal, and renegotiation upon service deficiencies, regulatory non-compliance, or reputational harm. Any termination or unfavorable renegotiation of these agreements could result in significant revenue loss, reduced occupancy, and adverse financial consequences.
• There have been instances of delays of one to six months in payment of lease rentals by K-12 Operators, and the Post-Acquisition Group's pro forma revenue from K-12 Assets represents 45.29% of total pro forma revenue from operations in FY2026. Prolonged or frequent payment delays could create cash flow mismatches, impair operational expenditure planning, and adversely affect overall financial performance.
• The Post-Acquisition Group will have limited operating history in the K-12 Assets business, having only entered the segment internationally in September 2025 with two Dubai acquisitions and proposing significant domestic expansion through the Proposed Acquisitions. The different asset profile, contractual framework, and regulatory environment compared to student accommodation increases execution risk and makes future performance difficult to evaluate.