Transaction Details

Parties Involved:

  • Investor: Elevate Campuses Limited ("the Company")
  • Target: Elevate UAE Assetco Holdings Pte. Ltd. ("Elevate UAE"), a material wholly-owned subsidiary

Instrument: Subscription of 59,061,905 Class A Optionally Convertible Redeemable Preference Shares (OCRPS)

Financial Terms:

  • Issue price: USD 1.05 per OCRPS
  • Total investment amount: USD 6,20,15,000.25 (approximately INR 601 crore)

Execution: Securities Subscription Agreement (SSA) signed on October 08, 2026, at 10:20 a.m.

Approval: Board of Directors approved the investment at its meeting held on September 28, 2026.

Purpose and Rationale

The investment is in line with disclosures made in the Company's initial public offering (IPO) documents. A portion of the net proceeds from the IPO will be infused into subsidiaries, which will be utilized partly/fully towards prepayment and/or repayment of certain outstanding borrowings availed by some of the subsidiaries. Specifically, the funds will be used for prepayment/repayment of outstanding borrowings of Souk HIS Holdings Limited, UAE, a step-down wholly-owned subsidiary of Elevate UAE.

Subsidiary Background (Elevate UAE)

Legal Structure: Company incorporated in Singapore (Registration number: 202434652R)

Business: Investment holding company for the Company's business in UAE

Date of Incorporation: August 23, 2024

Financials (as of March 31, 2026):

  • Net Worth: ₹1,197.82 crore (Rs. 1197,81,76,811)
  • Turnover for FY 2025-26: Nil
  • Turnover for last three financial years: Nil

Ownership and Control Impact

Elevate UAE is currently a wholly-owned subsidiary of the Company. Post-investment, Elevate UAE will continue to be wholly owned by the Company. There will be no change in ownership or control pursuant to this investment.

Regulatory Classification

Related Party Transaction: Yes, the investment falls within the ambit of a related party transaction. However, it is exempt from prior approval requirements as it is a transaction between a holding company and its wholly-owned subsidiary.

Arm's Length Basis: The investment is being made on an arm's length basis.

Government Approvals: Not applicable for this acquisition.

Timeline

Closing of the transaction is scheduled to be completed by October 2026.

Consideration Form

Cash consideration

Additional Information

This disclosure has been uploaded on the Company's website at www.elevatecampuses.com and is made pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.