Elevate Campuses plans Rs 128.91 crore affiliate asset purchase

Elevate Campuses has agreed to acquire the shares and compulsorily convertible debentures of two promoter-affiliate education assets for Rs 128.91 crore. The transaction would make Elevate Campuses the sole beneficial owner of PE Ramanagara and CE Bangalore, which reported combined Fiscal 2026 revenue of Rs 22.617 crore.

What is Elevate Campuses buying from its promoter affiliate?

Elevate Campuses is acquiring all compulsorily convertible debentures, or CCDs, and the entire shareholding held by Elevate SH Holdings Pte. Ltd. in PE Ramanagara and CE Bangalore. Elevate SH Holdings is a fellow subsidiary of Elevate Campuses’ promoter, Genus Bido Holdings Pvt. Ltd., placing the proposed acquisition within the promoter group.

The securities purchase agreement is dated September 24, 2025 and was amended on June 23, 2026. Completion requires the satisfaction or waiver of conditions precedent set out in the agreement, and the effective date is due within seven business days of listing and trading approval from the stock exchanges, unless Elevate Campuses and the seller agree another date.

PE Ramanagara was incorporated on January 5, 2018 and is authorised to acquire and construct educational properties and earn rental income from accredited educational institutions. CE Bangalore was incorporated on April 28, 2021 and is authorised to acquire, operate and construct academic or student-housing properties, earn fee income from on-campus student housing, and rent properties to educational institutions.

How is the Rs 128.91 crore Elevate Campuses purchase valued?

The Rs 128.91 crore Elevate Campuses purchase value is the disclosed value of the CCDs and equity shares, not the combined enterprise value of the two assets. PE Ramanagara’s CCDs and equity shares were valued at Rs 97.68 crore and CE Bangalore’s at Rs 31.23 crore, with both valuations computed using the discounted cash flow method.

The disclosed combined enterprise value is Rs 188.37 crore, comprising Rs 135.26 crore for PE Ramanagara and Rs 53.11 crore for CE Bangalore. The difference between enterprise value and the value assigned to CCDs and equity shares is Rs 59.46 crore across the two targets.

The seller’s holdings cover virtually all equity in each target as of the Red Herring Prospectus date. Elevate SH Holdings holds 4,919,989 of PE Ramanagara’s 4,919,990 equity shares and all 5,865,087 CCDs, while it holds 2,660,099 of CE Bangalore’s 2,660,100 equity shares and all 820,230 CCDs; the remaining one share in each company is held by Elevate North Holdings Pte. Ltd. as nominee.

What operating performance would Elevate Campuses add?

The targets generated combined Fiscal 2026 revenue from operations of Rs 22.617 crore and combined profit after tax of Rs 6.630 crore. PE Ramanagara contributed Rs 16.924 crore of revenue, about 75% of the combined total, and Rs 5.439 crore of profit after tax, making it the larger asset in the proposed acquisition.

PE Ramanagara’s revenue rose from Rs 8.367 crore in Fiscal 2024 to Rs 11.234 crore in Fiscal 2025 and Rs 16.924 crore in Fiscal 2026. Its profit after tax increased from Rs 0.219 crore in Fiscal 2024 to Rs 3.060 crore in Fiscal 2025 and Rs 5.439 crore in Fiscal 2026, while its profit-after-tax margin rose to 30.20% from 24.98% a year earlier.

CE Bangalore’s revenue was broadly unchanged over the three reported years, at Rs 5.694 crore in Fiscal 2024 and Rs 5.693 crore in both Fiscal 2025 and Fiscal 2026. Its Fiscal 2026 profit after tax was Rs 1.191 crore, below Rs 1.267 crore in Fiscal 2025 but above Rs 1.003 crore in Fiscal 2024; the margin was 20.68% in Fiscal 2026, compared with 22.01% in Fiscal 2025.

What borrowings and balance-sheet factors accompany the assets?

The two targets carried combined Fiscal 2026 total borrowings of Rs 70.933 crore, including term loans from banks or financial institutions and bank overdrafts. PE Ramanagara accounted for Rs 47.649 crore, or about two-thirds of the combined borrowings, while CE Bangalore accounted for Rs 23.284 crore.

Borrowings declined at both assets over the reported periods. PE Ramanagara’s borrowings fell from Rs 49.798 crore in Fiscal 2024 to Rs 48.798 crore in Fiscal 2025 and Rs 47.649 crore in Fiscal 2026; CE Bangalore’s fell from Rs 25.238 crore to Rs 24.313 crore and Rs 23.284 crore over the same years.

PE Ramanagara reported Fiscal 2026 net worth of Rs 53.342 crore, compared with Rs 47.904 crore in Fiscal 2025 and Rs 11.805 crore in Fiscal 2024. CE Bangalore reported net worth of Rs 12.171 crore in Fiscal 2026, compared with Rs 10.980 crore in Fiscal 2025 and Rs 9.713 crore in Fiscal 2024, while its reserves reached Rs 9.511 crore.

How does the transaction fit Elevate Campuses’ existing platform?

The proposed acquisition would add two assets to a pre-acquisition group with capacity for 80,255 students as of March 31, 2026, across 15 Indian cities and one city in the United Arab Emirates. Elevate Campuses’ owned portfolio comprised seven student-accommodation campuses with 20,368 beds across six Indian cities, alongside two K-12 assets in Dubai.

Elevate Campuses’ managed portfolio comprised 14 student-accommodation campuses and 55,487 beds under management as of March 31, 2026. The company expanded owned beds from 9,153 in Fiscal 2018 to 20,368 by March 31, 2026, and began its asset-light management-contract model in Fiscal 2024.

The PE Ramanagara and CE Bangalore transaction uses ownership rather than a management contract because it transfers the seller’s complete equity and CCD holdings, subject to conditions precedent. Elevate Campuses also states that its unaudited pro forma financial information is illustrative and may not accurately reflect future financial condition or results of operations.

Conclusion

Elevate Campuses’ proposed Rs 128.91 crore affiliate asset purchase would transfer complete beneficial ownership of two education-infrastructure companies from a fellow promoter subsidiary. PE Ramanagara represents the larger component, contributing Rs 16.924 crore of the targets’ combined Fiscal 2026 revenue of Rs 22.617 crore and Rs 47.649 crore of their Rs 70.933 crore borrowings.

The next disclosed step is the satisfaction or waiver of the agreement’s conditions precedent and receipt of listing and trading approval from the stock exchanges. The agreement sets the effective date within seven business days after that approval, or another date mutually agreed by Elevate Campuses and Elevate SH Holdings, so completion remains contingent.