Elevate Campuses Ltd.

• Payment of the purchase consideration for the acquisition of the K-12 Entities and Campuses from the fellow subsidiaries of our Promoters₹1.10k Cr
• Repayment and/ or prepayment, in full or in part, of certain outstanding borrowings and prepayment penalties, as applicable of borrowings availed by our Company and certain of our wholly-owned Subsidiaries, namely GHS Shoolini, GHS Sonipat, Data Ram Sons Private Limited, Souk HIS UAE and Souk NLCS UAE, through investment in such Subsidiaries₹750 Cr
• Funding inorganic growth through unidentified acquisitions, other strategic initiatives and general corporate purposes

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.

• The Pre-Acquisition Group derived 65.74%, 99.24% and 99.72% of its revenue from operations in the Financial Years 2026, 2025 and 2024, respectively, from the student accommodation business in our Owned Portfolio. Any inability to maintain occupancy rates may adversely affect our business, results of operations, financial condition, and cash flows.(Revenue Concentration)

• The Pre-Acquisition Group derived 61.46%, 89.00% and 88.60% of its revenue from operations for the Financial Years 2026, 2025 and 2024, 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.(Revenue Concentration)

• The occupancy level at our recently refurbished Woodstock asset remains below our originally projected levels, and any failure to achieve or sustain projected occupancy levels at our Woodstock asset could adversely affect our business, results of operations, financial condition, and cash flows.(Asset Performance)

• On June 30, 2025, we terminated the lease for County with the lessee and accordingly, the student accommodation at County was vacant and unleased until March 31, 2026. Subsequently, we have signed a lease deed, dated March 23, 2026, for four years and three months commencing April 1, 2026, with International Institute of Information Technology, Bangalore (IIIT-B) for leasing the academic block.(Asset Vacancy)

• Our student accommodation at Woodstock, which we exclusively own and operate, became vacant on September 28, 2025 following termination of the lease in respect of the asset. The asset has been refurbished and recommenced operations as student accommodation on July 15, 2026.(Asset Vacancy)

• Our Company proposes to utilize approximately 52.38% of the Gross Proceeds of the Issue towards acquisition of the K-12 Entities and Campuses from the fellow subsidiaries of our Promoters.(Use of Proceeds)

• The financial information for the Financial Years 2026, 2025 and 2024, included herein is derived from the Restated Consolidated Summary Statements included in this Red Herring Prospectus.(Financial Reporting)

• We have presented unaudited pro forma financial information for the Financial Years 2026, 2025 and 2024 in this section, which are based on Unaudited Proforma Financial Information, to illustrate the impact of the (a) acquisition of ScholarZ on our financial position and financial performance as if such acquisition had taken place (i) on March 31, 2025 and March 31, 2024, respectively; and (ii) on April 1, 2024 and April 1, 2023, respectively; and (b) acquisition of DRSPL and the Proposed Acquisitions on our financial position and financial performance, as if the acquisitions had taken place (i) on March 31, 2026, March 31, 2025 and March 31, 2024, respectively; and (ii) on April 1, 2025, April 1, 2024 and April 1, 2023, respectively.(Financial Reporting)