Elevate Campuses conversions leave promoters with 100% ownership

Elevate Campuses Limited completed two conversions on September 7 and September 8, 2026 that added 88.42 million equity shares to its capital. The transactions took outstanding equity to 110.52 million shares, all held by promoters Genius Bidco and Genius Rajkot, giving the two entities 100.00% pre-issue ownership.

How did Elevate Campuses reach 100% promoter ownership?

Elevate Campuses reached 100% promoter ownership because its entire 110.52 million-share pre-issue equity capital was held by Genius Bidco and Genius Rajkot as of the Red Herring Prospectus date. Genius Bidco held 88.42 million shares, or 80.00%, including shares held through nominees. Genius Rajkot held 22.10 million shares, or 20.00%.

The ownership structure changed after two promoter-held convertible instruments became equity in September 2026. Ten days before the Red Herring Prospectus date, Genius Bidco held the then-existing 22.10 million equity shares, while 66.31 million compulsorily convertible preference shares, or CCPS, and 52.50 million convertible debentures, or CDs, remained outstanding. The conversions added 88.42 million shares, equal to 80.00% of the resulting equity base, without adding a public or third-party pre-issue shareholder.

The prospectus states that promoter-group members and directors of the promoters held no equity shares, CCPS or CDs as of its date. Nominee holdings do not alter the reported promoter allocation: the shares held by nominees were held on behalf of Genius Bidco.

What did the September 2026 conversions add to Elevate Campuses equity?

Elevate Campuses added 88.42 million equity shares through the September 2026 conversions. On September 7, 2026, its board converted 52.50 million CDs with a face value of 200 rupees each into 22.10 million equity shares with a face value of 1 rupee each. On September 8, 2026, the board converted 66.31 million CCPS with a face value of 1 rupee each into 66.31 million equity shares.

The CD and CCPS transactions had different conversion terms and original consideration. Genius Rajkot received the 52.50 million CDs through a September 24, 2025 private placement at 200 rupees per CD, representing cash consideration of Rs 1,050 crore at issuance. The CDs converted at a ratio of 0.421 equity share per CD, producing 22.10 million shares at an estimated conversion price of 475.06 rupees per equity share.

The 66.31 million CCPS were allotted on September 19, 2025 as a bonus issue at a ratio of three Class A CCPS for every equity share held on that record date. Their September 8, 2026 conversion was on a one-for-one basis. The prospectus records a nil acquisition price for the resulting shares because the CCPS had been issued as a bonus, rather than for cash consideration at conversion.

Why did Elevate Campuses equity capital increase fivefold?

Elevate Campuses equity capital increased fivefold because convertible securities held by its promoters were converted into equity shares. The company had 22,104,372 equity shares after the April 1, 2024 forfeiture of 409,565 partly paid-up shares. The September 7, 2026 CD conversion lifted the cumulative total to 44,206,872 shares, and the CCPS conversion the next day raised it to 110,519,988 shares.

The final 110.52 million-share base was exactly five times the 22.10 million shares outstanding before the September 2026 conversions. CCPS accounted for 66.31 million of the 88.42 million new shares, or 75.00%, while CDs supplied 22.10 million shares, or 25.00%. The legal equity count expanded, but control remained with the same promoter entities because each converted security was held by Genius Bidco or Genius Rajkot.

Earlier equity transactions involved other holders before Genius Bidco consolidated the existing equity. The company completed a March 2020 rights issue of 6,888,400 shares at 503.31 rupees per share and an April 2021 private placement of 3,010,862 shares at 431.77 rupees per share. On November 21, 2023, Genius Bidco acquired 22,104,372 shares from Broad Street Investments Holding (Singapore) Pte. Ltd., Stonebridge 2017 (Singapore) Pte. Ltd. and Baskin Lake Investment Ltd. at 591.67 rupees per share.

What do the conversion prices show about promoter acquisition costs?

Elevate Campuses reported different average acquisition costs for its two promoters because the CCPS were bonus securities and the CDs were cash-funded instruments. Genius Bidco's average acquisition cost was 147.92 rupees per equity share for 88.42 million shares, calculated using the first-in, first-out, or FIFO, method. Genius Rajkot's average cost was 475.06 rupees per share for 22.10 million shares, matching the stated estimated CD conversion price.

The prospectus's weighted-average acquisition calculation excludes gift and bonus transactions. It showed 475.06 rupees per share for both the last one year and the last 18 months before the Red Herring Prospectus, with the acquisition range unchanged at 475.06 rupees. For the last three years, the weighted average was 533.37 rupees per share and the range was 475.06 rupees to 591.67 rupees, reflecting the November 2023 equity acquisitions as well as the CD-derived shares.

The nil price recorded for the CCPS-derived equity shares does not indicate a cash subscription at conversion. The prospectus says the CCPS were allotted as a September 2025 bonus issue, while cash consideration for the CDs was paid at their September 2025 issuance. It also states that Elevate Campuses had not issued equity shares, CCPS or CDs for non-cash consideration or from revaluation reserves since incorporation, excluding the bonus issue.

What lock-in and encumbrance conditions affect the promoters?

Elevate Campuses promoters are subject to disclosed lock-in rules, although the specific number of shares forming minimum promoters' contribution was marked for update before the prospectus filing. Under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations, 20% of fully diluted post-issue equity held by promoters must be locked in for three years from allotment. Promoter holdings above that threshold are subject to a one-year lock-in.

The entire pre-issue equity capital is also to be locked in for six months from allotment under Regulation 17 of the SEBI ICDR Regulations, subject to stated exceptions. Separately, Elevate Campuses had granted 2,150,000 options under its September 26, 2025 employee stock option scheme, at an exercise price of 252 rupees per option. None of those options had been exercised as of the Red Herring Prospectus date.

A non-disposal undertaking, or NDU, had covered 22,104,372 Genius Bidco shares under a November 20, 2023 facility agreement and a December 21, 2023 agreement involving Catalyst Trustee Limited. Release letters dated July 28, 2025 and September 22, 2025 released the NDU over Genius Bidco's equity holding for minimum-promoters'-contribution and lock-in purposes, conditional on no continuing event of default. If the issue is withdrawn or does not occur by the agreed longstop date, the prospectus says all shares and securities held by the promoters will be re-subjected to the NDU.

Conclusion

The September 2026 conversions changed Elevate Campuses from a company with 22.10 million equity shares and promoter-held convertible instruments into one with 110.52 million equity shares held entirely by its two promoters. The CCPS conversion supplied three-quarters of the new shares through a bonus-derived instrument, while the CD conversion supplied the remaining quarter from Rs 1,050 crore of cash-funded debentures.

The next prospectus update to watch is the final disclosure of the shares counted as minimum promoters' contribution and the resulting post-issue ownership percentages. The status of the November 2023 borrowing facility also matters because the prospectus says Genius Bidco may need to recreate encumbrances over post-listing holdings if that facility remains outstanding after the issue.