References to the "Pre-Acquisition Group" are to the Company and our Subsidiaries as on the date of this Red Herring Prospectus and prior to the completion of the Proposed Acquisitions. Unless otherwise stated, references in this section to "we", "our", "us" or "Elevate Platform" are to the Pre-Acquisition Group. For further details in relation to our acquisitions and transfers, see "History and Certain Corporate Matters Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on page 364. Unless otherwise indicated or the context otherwise requires, we have provided all operational information included herein as of or for the Academic Years 2026, 2025 and 2024, for the Pre-Acquisition Group.
You should read the following discussion of our financial condition and results of operations together with our restated consolidated financial statements as at and for the Financial Years ended March 31, 2026, 2025 and 2024, including the related notes, schedules and annexures. These restated consolidated financial statements are based on our audited consolidated financial statements and are restated in accordance with the Companies Act, 2013, and the ICDR Regulations. Our audited consolidated financial statements are prepared in accordance with
Indian Accounting Standards ("Ind AS"), which differs in certain material respects with IFRS and U.S. GAAP. See "Risk Factors Risks Related to India Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as IFRS and U.S. GAAP, with which investors may be more familiar" on page 72. Unless otherwise stated, the discussions and analysis of financial condition and results of operations in this section do not take into account the Proposed Acquisitions, which will take place after March 31, 2026. Additionally, 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, for the purpose of unaudited proforma balance sheet as at March 31, 2025 and March 31, 2024, respectively; and (ii) on April 1, 2024 and April 1, 2023, respectively, for the purpose of unaudited proforma statement of profit and loss for the years ended March 31, 2025 and March 31, 2024, 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, as applicable, for the purpose of unaudited proforma balance sheet as at March 31, 2026, March 31, 2025 and March 31, 2024; and (ii) on April 1, 2025, April 1, 2024 and April 1, 2023, respectively, as applicable, for the purpose of unaudited proforma statement of profit and loss for the years ended March 31, 2026, March 31, 2025 and March 31, 2024.
Our Financial Year ends on March 31 of each year, and all references to a particular Financial Year are to the twelve-month period ended March 31 of that year. This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
"Industry Report on the K-12 Education & Student Accommodation Sector in India" dated August 31, 2026 (collectively, the "CBRE Report"), prepared and released by CBRE South Asia Private Limited ("CBRE"), which have been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated January 28, 2025. A copy of the CBRE Report is available on the website of our Company at www.elevatecampuses.com/investors. Unless otherwise indicated, financial, operational, industry and other related information derived from the CBRE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. The information included in this section includes excerpts from the CBRE Report and may have been re-ordered by us for the purposes of presentation. For more information, see "Risk Factors This Red Herring Prospectus contains information from third parties, including an industry report prepared by an independent third-party research agency, CBRE, which we have exclusively commissioned and paid for to confirm our understanding of our industry exclusively in connection with the Issue and reliance on such information for making an investment decision in the Issue is subject to inherent risks." on page 65. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation Industry and Market Data" on page 18.
Overview
We own, operate and manage on-campus student accommodation across HEIs. We enable HEIs to offer quality learning environments that support student development and foster all-round growth. Our mission is to build inclusive educational communities by delivering modern student accommodation that nurture student wellbeing and holistic development. Our portfolio comprises both owned and managed assets.
Our comprehensive operating capabilities including deal sourcing, site selection, development, asset acquisition, asset repositioning and community engagement, enable us to streamline non-core operations for HEIs, allowing them to focus on delivering academic outcomes, ensuring skill development and managing academic curriculum which is core to their business. We believe being an institutionalized, independent, scaled operator early on affords us strategic advantages, including enhanced credibility and trust with HEIs and K-12 Operators. We also benefit from increased operational efficiency and superior service quality. We collaborate with leading educational institutions known for their academic outcomes, accreditations, faculty credentials, research contributions and placement records.
For our student accommodation business, we deliver a comprehensive suite of services that create a "home-away-from-home" experience for students. Our offerings extend beyond quality modern accommodation to include dining, laundry, gym, sports amenities, campus security and other services. We further enhance campus ecosystems with retail outlets and recreation facilities, supporting overall student convenience and engagement.
For student accommodation in our Owned Portfolio, we typically enter into long-term contracts with HEIs with minimum occupancy guarantees, providing strong cash flow predictability and resilience against externalities. For our Managed Portfolio in student accommodation business, our management contracts typically range from three to five years, where applicable, enabling us to expand our footprint in the student accommodation sector through an asset-light model that enhances our brand presence and operating margins.
For details of the Post-Acquisition Group, see "Our Business Overview - Post-Acquisition Group Business" on page 318.
Significant Factors Affecting Our Results of Operations
Our results of operations and financial condition are affected by a number of important factors, including:
Student accommodation in our Owned Portfolio
We own, operate and manage on-campus student accommodation across HEIs. Our portfolio comprises both owned and managed assets. During the past three Financial Years, substantially all of our revenue was derived from student accommodation in our Owned Portfolio, as set out below:
| Particulars | For the Financial Year | ||
| 2026 | 2025 | 2024 | |
| Revenue from student accommodation in our Owned Portfolio (in million) | 3,738.40 | 3,670.01 | 3,460.15 |
| Revenue from student accommodation in our Owned Portfolio, as a percentage of revenue from operations of the Pre- | 65.74% | 99.24% | 99.72% |
| Acquisition Group for the relevant Financial Year (in %) | |||
| Revenue from our student accommodation in our Managed Portfolio (in million) | 279.79 | 28.10 | 9.86 |
| Revenue from our student accommodation in our Managed Portfolio, as a percentage of revenue from operations of the Pre- | 4.92% | 0.76% | 0.28% |
| Acquisition Group for the relevant Financial Year (in %) | |||
| Revenue from our K-12 Assets in our K-12 Portfolio (in million) | 1,668.14 | - | - |
| Revenue from our K-12 Assets in our K-12 Portfolio, as a percentage of revenue from operations of the Pre-Acquisition Group for the relevant Financial Year (in %) | 29.34% | - | - |
As of March 31, 2026, our student accommodation for ‘Owned Portfolio comprised seven student accommodation campuses totalling 20,368 beds. Revenues from our student accommodation for Owned Portfolio are primarily derived from revenue from lease rentals, comprising rental income and interest income on finance lease, and revenue from contracts with customers, comprising facility management fees. We typically enter into long-term contracts with HEIs (which generally range from 50 to 60 years) which include minimum occupancy guarantees and/or lock-ins, providing strong cash flow predictability and resilience against externalities across economic cycles. For example, during the COVID-19 pandemic, the minimum occupancy guarantees in our hostel service agreements with HEIs protected our revenue streams and cushioned the overall adverse effect of the pandemic on our business during the Academic Years 2021 and 2022. On June 30, 2025, 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 and a hostel accommodation and services agreement, dated March 23, 2026, for a period of four years commencing July 1, 2026, with International Institute of Information Technology, Bangalore for leasing the academic block and providing student accommodation and services for the hostel block, respectively. 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. While occupancy at Woodstock has increased gradually since it recommenced operations, current occupancy remains below our originally projected levels.
Further, the terms of contracts with Manipal University, Jaipur, UPES Dehradun, provide for specified annual fee escalations during the entire tenure of the contracts, and the terms of our contracts with Shoolini University and O.P. Jindal Global University, Sonipat, the terms of the contract provide for annual fee escalations capped at annual inflation rates or agreed-upon escalation rates (between 5% and 6%), as applicable, subject to specified terms in the respective contracts. Fee escalations have contributed significantly to our growth in revenue over the past three Financial Years. To support our fee structure and drive fee expansion, we also provide ancillary services and amenities such as mess and laundry services, vending machines, campus events, retail outlets, cafeteria and gym facilities in some cases. Our revenue from operations increased to 5,686.33 million during the Financial Year 2026, of which an increase of 1,668.14 million was attributable to inorganic growth on account of acquisition of Souk HIS UAE and Souk NLCS UAE. Our revenue from operations increased to 3,698.11 million during the Financial Year 2025 from 3,470.01 million during the Financial Year 2024, of which an increase of 169.35 million was attributable to escalations in student hostel fees across HEIs during the Financial Year 2025.
Further, to ensure that our facilities remain well-equipped, we regularly invest in capital improvements to enhance the underlying infrastructure. Our capital expenditure incurred for purchase of property, plant and equipment and investment property and purchase of intangible assets amounted to 24,245.25 million (including 21,377.50 million towards acquisitions of Souk HIS UAE and Souk NLCS UAE) and 2.81 million respectively in the
Financial Year 2026, 69.88 million and 0.27 million respectively in the Financial Year 2025, 94.28 million and 6.97 million respectively in the Financial Year 2024. In addition we have also invested 10,525.58 million towards consideration paid on asset acquisition and business combination(net off cash balance acquired) between the Financial Years 2024 and 2026. Going forward, our capital expenditure incurred towards maintaining and upkeeping the student accommodation campuses may increase, particularly as the campuses become older and require more maintenance and repairs. Thus, any decrease in occupancy rates (particularly when such decrease takes place above the minimum occupancy guarantee, pursuant to our contracts with HEIs) may adversely affect our results of operations. See "Risk Factors 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." on page 26.
Going forward, through the acquisition of ScholarZ on April 11, 2025, which has strengthened our capabilities relating to services for administration and management of student accommodation facilities, we expect our revenue from Managed Portfolio for student accommodation business to increase in the future. However, subsequent to our acquisition of ScholarZ, two contracts entered into by ScholarZ were terminated during Financial Year 2027, and the scope of one further contract was reduced pursuant to which we have decreased the manpower deployed by us, on account of the insourcing by the relevant HEI of a portion of its manpower requirements thereunder. The two terminated contracts resulted in a reduction of 4,480 beds. As a result, we anticipate a reduction in the carrying value of certain assets recognized in connection with the acquisition of ScholarZ, namely customer relationships, customer contracts and goodwill, to reflect the impact of such contract terminations and the reduction in scope of the aforementioned contract. For further details, see "Risk Factors If we are unable to successfully integrate and realize the anticipated benefits from the businesses that we acquired or intend to acquire, our business, results of operations, financial condition, and cash flows could be adversely affected" on page 36.
Our recent acquisitions and our expansion plans
We have over time completed a number of acquisitions. For details, see "Our Business Description of Our Business Recent Acquisitions" on page 338. Further, we intend to utilize a portion of the Net Proceeds of the Issue towards acquiring the K-12 Entities and Campuses.
We aim to expand our footprint within the education services sector through strategic acquisitions. Our acquisition strategy for the student accommodation business is to target HEIs based on academic reputation, historical enrolment patterns, governance standards and anticipated growth. For the K-12 Assets business, we target schools that have a proven track record, strong local community reputation and demonstrated enrolment growth potential. As of March 31, 2026, we have entered into arrangements to acquire the student accommodation undertaking of Marwadi University, Rajkot.
Acquiring new businesses can expand our presence in existing and adjacent business verticals, both in and outside of India. However, acquiring new businesses require significant efforts resulting in additional costs and require significant management time.
Pre-acquisition
We have incurred significant costs in identifying suitable acquisition opportunities and conducting due diligence on potential targets, including in cases where we did not eventually complete the acquisition.
We had availed a loan of 3,300.00 million from Goldman Sachs (India) Finance Private Limited for on-lending and general business purposes.
We had availed a loan facility of 350.00 million from HDFC Bank (excluding the undrawn sanctioned amount as of March 31, 2026) towards part financing of the purchase consideration for the underlying acquisition transaction and/or repayment of unsecured loans infused by our Promoters towards funding the acquisition cost.
Further, we have availed
(i) a loan of 6,000 million from HDFC Bank for financing the acquisition of 5,575 beds in GHS Sonipat in the Financial Year 2020;
(ii) a loan of 418.27 million from Axis Bank for financing the acquisition of 1,604 beds in Shoolini University in the Financial Year 2020; and
(iii) a loan of 5,003.40 million from IDFC First Bank for financing the acquisition of 5,920 beds in Manipal
University, Jaipur, 1,010 beds in County, 1,061 beds in T.A. Pai Management Institute and 1,162 beds in Woodstock, in the Financial Year 2018. During the Financial Year 2025, each of these loans were refinanced, with the relevant lending institutions being replaced with other lending institutions, to optimize the terms of financing under each of these loans for our Company.
The acquisition of the business of a hostel block from O.P. Jindal Global University, Sonipat, during the Financial Year 2024 has increased our number of beds by 1,320 during the Financial Year 2024, thereby expanding our presence in the student accommodation business. The increase in our revenue from operations to 3,698.11 million for the Financial Year 2025 from 3,470.01 million and for the Financial
Year 2024, was partially attributable to the increase in revenue attributable to operations of a hostel block in O.P. Jindal Global University, Sonipat, which we acquired in August 2023. For details, see "- Our Results of Operations Financial Year 2025 compared to Financial Year 2024" on page 571.
The acquisition of ScholarZ on April 11, 2025 has strengthened our capabilities relating to services for administration and management of student accommodation facilities, including dining, laundry, mess and facilities management services. We expect this acquisition to contribute to an increase in our revenue from Managed Portfolio for student accommodation business, and improve our return on capital employed through a more asset-light business model, going forward. However, subsequent to our acquisition of ScholarZ, two contracts entered into by ScholarZ were terminated during Financial Year 2027, and the scope of one further contract was reduced pursuant to which we have decreased the manpower deployed by us, on account of the insourcing by the relevant HEI of a portion of its manpower requirements thereunder. The two terminated contracts resulted in a reduction of 4,480 beds. As a result, we anticipate a reduction in the carrying value of certain assets recognized in connection with the acquisition of ScholarZ, namely customer relationships, customer contracts and goodwill, to reflect the impact of such contract terminations and the reduction in scope of the aforementioned contract. For further details, see "Risk Factors If we are unable to successfully integrate and realize the anticipated benefits from the businesses that we acquired or intend to acquire, our business, results of operations, financial condition, and cash flows could be adversely affected" on page 36.
The acquisitions of Souk HIS UAE and Souk NLCS UAE on September 23, 2025, have enabled us to expand our geographical presence in Dubai. Expanding our presence beyond our geographical presence outside India to Dubai, can diversify our revenue sources and have an impact on our overall revenue and profitability.
The acquisition of the student accommodation at UPES Dehradun pursuant to a share purchase agreement dated September 23, 2025 and a subsequent purchase consideration agreement dated December 17, 2025, for the acquisition of Data Ram Sons Private Limited, the exclusive authorized service provider for providing hostel facilities and value-added services to students residing in the student accommodation facilities of a higher education institution located in Uttarakhand has increased the number of beds in our Owned Portfolio by 1,717 beds, which are spread across nine blocks.
On February 19, 2026, GHS Accommodation entered into arrangements in relation to the transfer of hostel undertaking of Manav Rachna International Institute of Research and Studies and Manav Rachna University , thereby adding 891 beds to our student accommodation business.
The acquisition of student housing 11 from O.P. Jindal Global University, Sonipat on March 23, 2026, thereby adding 885 beds to our Owned Portfolio in our student accommodation business.
Post- acquisition
We expect the acquisition of the K-12 Entities and Campuses to significantly grow and expand our presence in the K-12 Assets vertical, which in turn will diversify our revenue sources beyond the student accommodation business. We expect to leverage our existing industry expertise and relationships in the education services sector to grow and expand our K-12 Assets vertical through the acquisition of the K-
12 Entities and Campuses. For details, see "Our Business Description of Our Business Managed Portfolio K-12 Assets" on page 334;
During the Financial Years 2026, 2025 and 2024, the pro forma revenue from operations of the Post-
Acquisition Group was 8,069.26 million, 6,104.74 million, and 5,616.87 million, respectively; and
In relation to these acquisitions, we expect to incur costs going forward for: o maintaining, refurbishing and upgrading the acquired student accommodation campuses;
o increasing student engagement through value-added services, such as gym facilities, mess and laundry services, and amenities such as on-campus retail outlets; and
o expanding capacity of student accommodation campuses, including by increasing the number of available beds.
The performance of the business of the Post-Acquisition Group will be subject to its ability to achieve anticipated synergies, strategic benefits and operational efficiencies, across businesses that it recently acquired and intend to acquire in the future. Integrating acquired businesses exposes the Post-Acquisition Group to a variety of potential risks, including increased costs and disruption of existing operations. See "Risk Factors 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. We may not be able to achieve operational efficiencies following the Proposed Acquisition, which may adversely affect our business, results of operations, financial condition, and cash flows." and "Risk Factors If we are unable to successfully integrate and realize the anticipated benefits from the businesses that we acquired or intend to acquire, our business, results of operations, financial condition, and cash flows could be adversely affected." on pages 28 and 36, respectively.
The Post-Acquisition Group has experienced certain ongoing delays in the recovery of payments from K-12 Operators, and there is no assurance that such payments will be recovered in a timely manner, or at all, in the future. If the Post-Acquisition Group is unable to recover payments, or if the K-12 Operators fail to meet their payment obligations in a timely manner, it may adversely affect our business, results of operations, financial condition and cash flows. For details, see "Risk Factors - Delays in payment of lease rentals by the operators of K-12 Assets or monthly management fees by HEIs in our Managed Portfolio for student accommodation may adversely affect our business, results of operations, and cash flows" on page 29.
Macroeconomic conditions in the education services industry
Our results of operations are affected by macroeconomic conditions that affect the education services industry. According to the CBRE Report, ("Industry Overview - Youngest population among the largest world economies" on page 189) with a median age of 29.2 years in calendar year 2026 and forecasted to be 30.8 years in calendar year 2030, India stands out as the youngest nation among the worlds largest economies by gross domestic product
("GDP"). According to the CBRE Report, ("Industry Overview - Global Snapshot of Higher Education and Student Accommodation Segment" on page 206) in higher education, India has the highest number of HEIs in the world, with 58,642 HEIs as of Academic Year 2022. According to the CBRE Report ("Industry Overview - Consistent rise in households earning above US$5,000" on page 264), as income rise, household allocations towards education are expected to increase, with the top 5% spending fractile (comprising approximately 9.4 million households) dedicating approximately 8% of its budget to education, as compared to approximately 3% for the bottom fractile, demonstrating a higher propensity to spend on education as income increases.
Further, according to the CBRE Report ("Industry Overview - Global Snapshot of Higher Education and Student Accommodation Segment" on page 206), Indias HEI segment is considered underpenetrated, with a relatively low Gross Enrolment Ratio, which measures the enrolment at a specific level of education relative to the population of the age group that is most appropriate for that level of education, estimated at 33.8% in Academic Year 2025-2026, as compared to 78.6% in Germany and 74.6% in China. Further, private HEI enrolments grew at a CAGR of 7.4% between Academic Year 2012 and Academic Year 2022, according to the CBRE Report
("Industry Overview - Higher growth witnessed in private HEIs compared to public HEIs in India" on page 276). Further, according to the CBRE Report ("Industry Overview - Higher Education Segment In India" on page
208),in 2025, state and deemed private universities comprised 44.1% of the top 200 NIRF-ranked universities, up from 33% in 2016.. These factors are expected to positively affect the education services industry and consequently our business and results of operations. For details, see "Our Business Market Opportunity for Student Accommodation and K-12 Assets " on page 322.
In addition to the above factors, according to the CBRE Report, ("Industry Overview - Potential Threats and Challenges Associated with the Education Sector" on page 383), the potential threats and challenges associated with the education sector include economic uncertainty, inflation, interest rate fluctuations, geopolitical tension, trade tariffs, competition risk and regulatory policy changes, among others. As we focus exclusively on the education services segment, any adverse developments or regulatory restrictions towards the education services industry may adversely affect our business and results of operations. Further, the education services industry in India was severely affected by the outbreak of the COVID-19 pandemic in 2020 and 2021 due to a decrease in-person teachings by educational institutions, on account of government-mandated restrictions on gathering and movement. With the subsequent easing of COVID-19 related restrictions, our number of students, number of beds and occupancy rates across our Owned and Managed student accommodation portfolio improved during the three Financial Years, as set out in the table below for the years indicated:
| Particulars | At the end of Academic Year | ||
| 2026** | 2025 | 2024 | |
| Number of beds across student accommodation (Owned Portfolio) | 20,368 | 17,995 | 17,995 |
| Number of students across student accommodation (Owned Portfolio) | 18,202 | 17,900 | 17,981 |
| Occupancy rates across student accommodation (Owned Portfolio)*(%) | 89.37% | 99.47% | 99.92% |
| Number of beds (Managed Portfolio) | 55,487 | 47,377 | 3,783 |
* Average for the relevant Academic Year
*The occupancy rate (Owned Beds) is calculated as Total Owned Beds occupied during the year / Total Owned Beds during the year. **For the Academic Year 2025-2026, the data provided is till March 31, 2026.
Access to cost effective financing
Our continued growth and ability to execute our strategic objectives are dependent on access to cost-effective financing. Our principal sources of financing comprise internally generated cash flows, supplemented by financing arrangements, including term loans and overdrafts. As of March 31, 2026, March 31, 2025 and March 31, 2024, our total borrowings was 41,205.34 million (includes convertible debentures amounting to 10,500.00 million), 12,065.96 million and 9,847.11 million, respectively. For the Financial Year 2026, 2025 and 2024, our finance costs were 2,390.95 million(includes interest expense on convertible debenture issued to related parties of 224.00 million), 1,255.42 million and 1,092.34 million, respectively, representing 47.39%, 41.32% and 37.61% of our total expenses, respectively.
Our costs of financing and debt service obligations are influenced by a range of external factors, including prevailing conditions in the Indian and global credit markets, interest rate movements and the availability of liquidity in the debt markets. Majority of our borrowings are at variable interest rates, which are periodically reset based on benchmark rates such as marginal cost of funds based lending rate, repo-linked lending rates, or other market-linked indices. Consequently, any upward movement in these benchmark rates directly increases our interest obligations, exposing us to volatility arising from macroeconomic factors such as changes in the Reserve
Bank of Indias monetary policy, inflationary trends, liquidity conditions, and shifts in market expectations. An increase in interest rates, absent a commensurate increase in our operating income or cash inflows, may adversely impact our profitability and liquidity, potentially reducing the funds available for capital expenditures, expansion plans, or shareholder distributions. Further, higher interest rates may constrain our ability to refinance existing debt on favorable terms or access additional capital, thereby affecting our growth prospects. Moreover, as we are required to comply with certain key financial ratios (such as net debt to EBITDA ratio and interest coverage ratio) in accordance with the financial covenants clauses in our borrowing agreements, higher interest rates may potentially result in our breach of such financial covenants clauses, which may in turn entitle the lenders to demand immediate or accelerated repayment of outstanding borrowings, thereby adversely affecting our liquidity and growth prospects. During the Financial Years 2026, 2025 and 2024, an increase in interest rate on our loan and borrowings of 0.50% would have resulted in a decrease in our restated profit/(loss) before tax amounting to
(137.23) million, (60.33) million and (49.24) million, respectively.
Our ability to secure cost-effective financing is also closely linked to our credit ratings, which serve as a key indicator for lenders in assessing our creditworthiness. We have received the following credit ratings on our financing facilities as of March 31, 2026, 2025 and 2024:
| Particulars | 2026 | Rating as of March 31, 2025 | 2024 | Agency | Long term loans/Short term loans |
| Our Company | A | Not Applicable | Not Applicable | Care Ratings Limited | Long Term Loans |
| Our Company | Not Applicable | A+ | A | India Ratings and Research Private Limited | Long Term Loans |
| Subsidiaries | |||||
| GHS Shoolini | A | A- | A- | Care Ratings Limited | Long Term Loans |
| GHS Shoolini | A- | A- | A- | India Ratings and Research Private Limited | Long Term Loans |
| GHS Sonipat | A | Not Applicable | Not Applicable | Care Ratings Limited | Long Term Loans |
| GHS Sonipat | Not Applicable | A | A | India Ratings and Research Private Limited | Long Term Loans |
| GHS Jagdishpur | A | Not Applicable | Not Applicable | India Ratings and Research Private Limited | Long Term Loans |
| Data Ram Sons Private Limited | BBB* | Not Applicable | Not Applicable | Care Ratings Limited | Non- convertible debentures |
* The rating was subsequently withdrawn by the rating agency on May 25, 2026, as no loan was availed under the rated facility.
The credit rating obtained by our Company and Subsidiaries for the period after March 31, 2026 till the date of this Red Herring Prospectus is as provided below:
| Particulars | Date | Rating | Agency | Loans |
| Our Company | Nil | Nil | Nil | Nil |
| Subsidiaries | ||||
| GHS Shoolini | April 24, 2026 | A | India Ratings and Research Pvt. Ltd. | Long Term Loans |
| GHS Accommodation | August 27, 2026 | A- | Care Ratings Limited | Long Term Loans |
| GHS Sonipat II | September 1,2026 | A | India Ratings and Research Pvt. Ltd. | Long Term Loans |
| GHS Sonipat | Nil | Nil | Nil | Nil |
| GHS Jagdishpur | Nil | Nil | Nil | Nil |
| GHS North | Nil | Nil | Nil | Nil |
See "Risk Factors A downgrade in our credit ratings may adversely affect our ability to raise capital in the future" on page 65.
Competition
We operate in a highly competitive, rapidly evolving and largely fragmented student accommodation market. According to the CBRE Report ("Industry Overview - Competition Risk" on page 283), the education market in many regions, including India, is becoming increasingly competitive, with new entrants and established players expanding with high-grade infrastructure and specialized programs, which in turn can pose a significant threat to the student intake and profitability of existing educational institutions. Our success is dependent on our ability to compete on a number of factors such as room rates, quality of accommodation, service standards and brand recognition.
In addition, according to the CBRE Report ("Industry Overview - Competition from Unorganised Sector" on page
221), the unorganised rental and paying guest market, which currently caters to a significant share of migrant students, typically operate at lower fees compared to the organised sector, and therefore pose a significant threat to off-campus professionally managed student accommodation operators, particularly in cost sensitive markets where tuition fees in HEIs may be low. If we respond to such pricing pressures by reducing rental rates, offering promotional incentives or increasing spending on value-added services, marketing and technology, our operating margins and profitability could be adversely affected. Conversely, if we maintain or raise our rentals in the face of aggressive discounting by competitors, we may experience lower occupancy rates. Further, such pricing pressure may also limit our ability to escalate or raise fees in the future, which may adversely affect our growth prospects. For details, see "Risk Factors The education infrastructure industry is competitive and our inability to compete effectively may adversely affect our business, results of operations, financial condition, and cash flows." on page 42.
Significant accounting judgments, estimates and assumptions
The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if:
(1) we must make assumptions that were uncertain when the judgment was made, and
(2) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and the results that we report in our Restated Consolidated Financial Information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made.
The preparation of our Restated Consolidated Summary Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying our accounting policies, our management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Determining whether the hostel accommodation services (part of the hostel service agreement entered into by the Group with the universities) is a finance lease arrangement The Group as a lessor
We enter into long term non-cancellable hostel service agreements (generally for a period of 30 to 60 years) with certain universities, whereby we provide hostel accommodation, facility management and related ancillary services to the students of the universities. Further, throughout the agreement tenure, the universities have committed minimum occupancy ranging from 80% to 100% of the overall hostel capacity. We apply judgement in identification of lease component in whole arrangement, determination of minimum lease payment and allocation of consideration into non lease component.
Estimates and assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. We based our assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control. Such changes are reflected in the assumptions when they occur.
a) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
b) Defined benefit plans (gratuity and compensated absences benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Further details about gratuity obligations are given in the notes to the Restated Consolidated Summary Statements.
c) Useful lives of property, plant and equipment and investment properties
We use our technical expertise along with historical and industry trends for determining the economic life of an asset / component of an asset. The useful lives are reviewed by management periodically and revised, if appropriate. In case of a revision, the unamortized depreciable amount is charged over the remaining useful life of the assets.
Key Components of our Restated Summary Statement of Profit and Loss
The key components of our restated summary statement of profit and loss are described below:
Income
Revenue from operations. Revenue from operations comprises revenue from lease rentals and revenue from contracts with customers.
Revenue from lease rentals consists of rental income and interest income on finance lease, which is primarily derived from our student accommodation business (Owned Portfolio). The properties with respect to our Owned Portfolio for student accommodation business are located on a mix of leasehold land (with a land lease tenure ranging from 30 to 60 years) and freehold land. A sub-lease which we enter with clients is classified as a finance lease where the sub-lease is for the whole of the head-lease term.
Revenue from contracts with customers consist of facility management fees and other operating income, which is primarily derived from our Owned and Managed Portfolios for student accommodation business. Our facility management services include hostel facilities and amenities, mess-cum-dining services, laundry, gardening, horticulture and landscaping, pest control, waste disposal, security and other related services. Other operating income includes recovery from fines towards students (for example, to compensate for duplicate keys requested or damages sustained to rooms) and reversals of certain excess accruals from previous years based on updated commercial understanding with HEIs.
Other income. Other income comprises fair value gains on financial instruments measured at FVTPL, gain from the sale of investments, and interest income (on bank deposits, loan to related parties, unwinding of financial assets, and income tax refund), lease liability written back, provision no longer required written back, sundry balances written back, insurance claim received, gain on sale of property, plant and equipments, realised foreign exchange gain and miscellaneous income. Interest income on unwinding of financial assets refers to interest income arising from finance lease accounting, as per Ind AS 116.
Expenses
Employee benefit expenses. Our employee benefits expenses consist of salaries and wages, including bonus, gratuity expense, contribution to provident and other funds, staff welfare expenses and employee share based payments.
Finance cost. Our finance cost consists of interest expense (on borrowings from banks, lease liabilities and unwinding of financial liabilities), and bank charges. Interest expense on unwinding of financial liabilities refers to interest expense arising from finance lease accounting, as per Ind AS 116.
Depreciation and amortisation expenses. Our depreciation and amortisation expenses consist of depreciation and amortisation on property, plant and equipments, investment properties, and intangible assets.
Other expenses. Other expenses consist of housekeeping and maintenance charges, utility charges, legal and professional fees, mess charges, rent expense, rates and taxes, insurance, repairs and maintenance (buildings, plant and machinery, and others), other operating expenses, loss on modification of finance lease receivable, provision for doubtful deposits, events and onboarding expenses, travelling and conveyance expenses, business support services, corporate social responsibility, miscellaneous expenses, and payment to auditor. Other operating expenses include laundry and other miscellaneous expenses.
Exceptional items. Exceptional items include repairs and maintenance expense, contractual damages, transaction cost incurred pursuant to business combination, additional consideration payable in business combination, gain on sale of land, incentive payable and gain on sale of hostel undertaking.
Tax expenses. Tax expenses include current tax, current tax pertaining to earlier years, deferred tax and deferred tax pertaining to earlier years.
Our results of operations
The following table sets forth select financial data for the Financial Years 2026, 2025 and 2024, the components of which are also expressed as a percentage of total income for such years:
| Particulars | Financial Year | |||||
| 2026 | 2025 | 2024 | ||||
| ( in millions) | (% of Total income) | ( in millions) | (% of Total income) | ( in millions) | (% of Total income) | |
| Income | ||||||
| Revenue from operations | 5,686.33 | 94.24% | 3,698.11 | 93.83% | 3,470.01 | 95.70% |
| Other income | 347.59 | 5.76% | 243.16 | 6.17% | 156.07 | 4.30% |
| Total income | 6,033.92 | 100.00% | 3,941.27 | 100.00% | 3,626.08 | 100.00% |
| Expenses | ||||||
| Employee benefits expense | 437.00 | 7.24% | 263.23 | 6.68% | 279.87 | 7.72% |
| Finance costs | 2,390.95 | 39.63% | 1,255.42 | 31.85% | 1,092.34 | 30.12% |
| Depreciation and amortisation expenses | 1,021.41 | 16.93% | 512.35 | 13.00% | 487.62 | 13.45% |
| Other expenses | 1,196.13 | 19.82% | 1,007.28 | 25.56% | 1,044.26 | 28.80% |
| Total expenses | 5,045.49 | 83.62% | 3,038.28 | 77.09% | 2,904.09 | 80.09% |
| Restated profit/(loss) before exceptional items and tax | 988.43 | 16.38% | 902.99 | 22.91% | 721.99 | 19.91% |
| Exceptional items (gain / (loss)) | 1,049.19 | 17.39% | (106.73) | (2.71%) | (100.66) | (2.78%) |
| Restated profit/(loss) before tax | 2,037.62 | 33.77% | 796.26 | 20.20% | 621.33 | 17.14% |
| Tax expenses | ||||||
| Current tax | 180.46 | 2.99% | 2.33 | 0.06% | 39.23 | 1.08% |
| Current tax pertaining to earlier years | (2.11) | (0.03%) | - | - | 3.18 | 0.09% |
| Deferred tax | 119.57 | 1.98% | 254.28 | 6.45% | 190.40 | 5.25% |
| Particulars | Financial Year | |||||
| 2026 | 2025 | 2024 | ||||
| ( in millions) | (% of Total income) | ( in millions) | (% of Total income) | ( in millions) | (% of Total income) | |
| Deferred tax pertaining to earlier years | 2.11 | 0.03% | 42.27 | 1.07% | (8.37) | (0.23%) |
| Total tax expense | 300.03 | 4.97% | 298.88 | 7.58% | 224.44 | 6.19% |
| Restated profit/(loss) for the year | 1,737.59 | 28.80% | 497.38 | 12.62% | 396.89 | 10.95% |
Financial Year 2026 compared to Financial Year 2025
Income
Our total income increased by 53.10% to 6,033.92 million for the Financial Year 2026, from 3,941.27 million for the Financial Year 2025, primarily due to higher revenue from operations and other income.
Revenue from operations. Our revenue from operations increased by 53.76% to 5,686.33 million for the Financial Year 2026 from 3,698.11 million for the Financial Year 2025. Revenue from operations from our K12 assets increased to 1,668.14 million for the Financial Year 2026 from Nil for the Financial Year 2025 on account of acquisition of Souk NLCS UAE and Souk HIS UAE. Revenue from operations for Managed Portfolio increased to 279.79 million for the Financial Year 2026 from 28.10 million for the Financial Year 2025 on account of acquisition of ScholarZ. Revenue from operations from our Owned Portfolio increased by 196.75 million for the
Financial Year 2026 due to acquisitions of student accommodation at UPES Dehradun (owned and managed by Data Ram Sons) and Manav Rachna International Institute of Research and Studies and Uthan Educational Trust.
This increase was partially offset by a decrease in revenue from operations of 146.25 million attributable to the vacancy of the Woodstock and County assets, and a further decrease in revenue from operations of 174.10 million attributable to the sale of the hostel undertaking at T.A. Pai Management Institute.
Other income. Our other income increased by 42.95% to 347.59 million in Financial Year 2026 from 243.16 million in Financial Year 2025, primarily due to an increase in gain on sale of investments to 172.31 million in Financial Year 2026 from 77.22 million in Financial Year 2025, and an increase in fair value gain on financial instruments at FVTPL to 54.56 million in Financial Year 2026 from 4.79 million in Financial Year 2025. The increase in fair value gains was primarily attributable to higher investments in fixed deposits, mutual funds and optionally convertible debentures of PE Chennai. These increases were partially offset by a decrease in interest income on bank deposits to 107.34 million in Financial Year 2026 from 137.85 million in Financial Year 2025.
Expenses
Employee benefits expense. Our employee benefits expense increased by 66.01% to 437.00 million in Financial Year 2026 from 263.23 million in Financial Year 2025, primarily due to an increase in salaries and wages, including bonus by 65.74% to 379.38 million in Financial Year 2026 from 228.90 million in Financial Year
2025. This increase was primarily driven by a higher employee headcount following the acquisition of ScholarZ, annual salary increments, and continued investments in capability building and strengthening our teams across various functions.
Finance costs. Our finance costs increased significantly to 2,390.95 million in Financial Year 2026 from 1,255.42 million in Financial Year 2025, primarily due to
(i) an increase in interest expense on borrowings from banks and financial institutions (net of amounts capitalised to investment properties and investment properties under development) to 1,961.03 million in Financial Year 2026 from 993.57 million in Financial Year and
(ii) an increase in interest expense of 224.00 million on convertible debentures issued to related parties in Financial Year 2026, as compared to nil in Financial Year 2025.
Depreciation and amortisation expenses. Our depreciation and amortisation expense increased by 99.36% to 1,021.41 million in Financial Year 2026 from 512.35 million in Financial Year 2025. This increase was primarily attributable to higher depreciation on investment properties, which increased to 530.44 million in Financial Year 2026 from 250.96 million in Financial Year 2025, primarily as a result of acquisition of Souk HIS UAE and Souk NLCS UAE. In addition, amortisation of intangible assets increased to 442.62 million in Financial Year 2026 from 216.52 million in Financial Year 2025, primarily due to the acquisitions of ScholarZ, Data Ram
Sons Private Limited, the student accommodation businesses at Manav Rachna International Institute of Research and Studies and Manav Rachna University.
Other expenses. Our other expenses increased by 18.75% to 1,196.13 million in Financial Year 2026 from 1,007.28 million in Financial Year 2025, primarily due to
(i) an increase in legal and professional fees to 220.76 million from 159.61 million, largely attributable to expenses incurred in connection with the acquisitions of ScholarZ, Data Ram Sons Private Limited, Souk HIS UAE and Souk NLCS UAE;
(ii) an increase in repairs and maintenance expenses (including buildings, plant and machinery and others) to 181.57 million from 131.89 million, primarily towards painting and civil works, and the maintenance of elevators and HVAC systems;
(iii) an increase in other operating expenses to 32.93 million from 10.12 million;
(iv) an increase in rates and taxes to 48.60 million from 7.54 million; and
(v) an increase in utility charges to 236.01 million from 188.85 million. These increases were partially offset by a decrease in mess charges to 63.84 million in Financial Year 2026 from 181.40 million in Financial Year 2025, primarily due to the modification of our operating arrangement with O.P. Jindal Global University, Sonipat, with effect from February 1, 2025.
Exceptional items. Our exceptional items increased significantly to an exceptional gain of 1,049.19 million in Financial Year 2026, as compared to an exceptional loss of 106.73 million in Financial Year 2025. This was primarily attributable to a gain on sale of hostel undertaking of 1,094.42 million, partially offset by the statutory impact of the new labour codes amounting to 13.21 million and transaction costs incurred pursuant to business combination of 32.02 million during Financial Year 2026. In Financial Year 2025, exceptional items primarily comprised incentive payable to employees of 282.30 million payable to certain key managerial personnel in recognition of their contribution to the growth of our Company, partially offset by a gain on sale of land of 175.57 million.
Tax expenses. Our total tax expense increased marginally to 300.03 million in Financial Year 2026 from 298.88 million in Financial Year 2025. In Financial Year 2026, our tax expense comprised a current tax expense of 180.46 million, a deferred tax expense of 119.57 million . In Financial Year 2025, our tax expense comprised a current tax expense of 2.33 million, a deferred tax expense of 254.28 million and a deferred tax charge pertaining to earlier years of 42.27 million. Despite a significant increase in our restated profit before tax to 2,037.62 million in Financial Year 2026 from 796.26 million in Financial Year 2025, our total tax expense remained broadly stable primarily due to changes in the composition of current and deferred tax expenses. Restated profit for the year. As a result of the foregoing, our restated profit for the year increased significantly to 1,737.59 million for the Financial Year 2026 from 497.38 million for the Financial Year 2025.
Financial Year 2025 compared to Financial Year 2024
Income
Our total income increased by 8.69% to 3,941.27 million for the Financial Year 2025, up from 3,626.08 million for the Financial Year 2024, primarily due to higher revenue from operations and other income. Revenue from operations. Our revenue from operations increased by 6.57% to 3,698.11 million for the Financial Year 2025 from 3,470.01 million for the Financial Year 2024, primarily attributable to an increase in facility management fees to 1,599.68 million for the Financial Year 2025 from 1,360.48 million for the Financial Year
2024. The increase in revenue from operations was also on account of (i) weighted average escalation of student hostel fees across HEIs of between 5-6% during the Financial Year 2025, which resulted in an increase in revenue of 169.35 million during the Financial Year 2025; (ii) the acquisition of the business of a hostel block in Haryana in August 2023, which was recognized for the entire 12-months period during the Financial Year 2025, as compared to the eight-month period between August 1, 2023 to March 31, 2024 only for the Financial Year 2024, which resulted in an increase in revenue of 128.70 million during the Financial Year 2025 and (iii) an increase in revenue from ancillary services (such as laundry and health club membership) in Manipal University, Jaipur of 23.95 million during the Financial Year 2025. These increases were partially offset by a decrease in revenue pursuant to a modification of our operating arrangement with one of our HEIs, under which we provided the HEI with the license to provide certain ancillary services (which we previously provided to the HEI) with effect from
February 1, 2025, thereby resulting in a decrease in our revenue of 171.21 million during the Financial Year
2025.
Other income. Our other income increased by 55.80% to 243.16 million for the Financial Year 2025 from 156.07 million for the Financial Year 2024, primarily attributable to an increase in gain on sale of investments to 77.22 million for the Financial Year 2025 as compared to nil for the Financial Year 2024, on account of an increase in investments in fixed deposits and mutual funds.
Expenses
Employee benefits expense. Our employee benefits expense decreased by 5.95% to 263.23 million for the Financial Year 2025 from 279.87 million for the Financial Year 2024, primarily attributable to (i) a decrease in salaries and wages, including bonus, to 228.90 million for the Financial Year 2025 from 252.81 million for the Financial Year 2024, on account of additional bonus of 57.77 million paid (as a one-time transaction closure bonus to employees, as approved by the existing shareholders of our Company) during the Financial Year 2024. The decrease in salaries and wages, including bonus, was partially offset by an increase in staff welfare expenses to 20.95 million for the Financial Year 2025 from 15.17 million for the Financial Year 2024, primarily due to an increase in employee insurance costs, on account of higher insurance premiums paid due to an increase in employee headcount during the Financial Year 2025.
Finance costs. Our finance costs increased by 14.93% to 1,255.42 million for the Financial Year 2025 from 1,092.34 million for the Financial Year 2024, primarily attributable to
(i) an increase in interest expense on unwinding of financial liabilities to 220.72 million for the Financial Year 2025 from 130.20 million for the
Financial Year 2024, on account of unamortized transaction costs, which are loan processing fees, that were treated as expenses due to our refinancing of borrowings,
(ii) an increase in interest expense on borrowings from banks and financial institutions to 993.57 million for the Financial Year 2025 from 940.76 million for the Financial Year 2024, on account of the marginally higher interest rates incurred on our borrowings which were refinanced, and
(iii) an increase in bank charges, including prepayment charges to 38.18 million for the Financial Year 2025 from 14.55 million for the Financial Year 2024, on account of prepayment charges incurred due to our refinancing of borrowings. Our borrowings were refinanced primarily to increase our available funds to facilitate future acquisitions. Depreciation and amortisation expenses. Our depreciation and amortisation expenses increased by 5.07% to 512.35 million for the Financial Year 2025 from 487.62 million for the Financial Year 2024, primarily attributable to
(i) an increase in depreciation on property, plant, and equipment to 44.87 million for the Financial Year 2025 from 40.04 million for the Financial Year 2024,
(ii) an increase in depreciation on investment properties to 250.96 million for the Financial Year 2025 from 236.32 million for the Financial Year 2024, and
(iii) an increase in amortisation on intangible assets to 216.52 million for the Financial Year 2025 from 211.26 million for the Financial Year 2024, all of which were on account of an increase in amortisation charge on assets recognized pursuant to our acquisition of the business of a hostel block in Haryana in August 2023, which was recognized for the entire 12-months period during the Financial Year 2025, as compared to the period between August 1, 2023 to March 31, 2024 only for the Financial Year 2024.
Other expenses. Our other expenses decreased by 3.54% to 1,007.28 million for the Financial Year 2025 from 1,044.26 million for the Financial Year 2024, primarily attributable to
(i) a decrease in repairs and maintenance on buildings to 51.86 million for the Financial Year 2025 from 91.82 million for the Financial Year 2024, on account of substantial repairs and maintenance expenditure incurred during the Financial Year 2024 for diesel generator conversion and restoration of buildings,
(ii) a decrease in mess charges to 181.40 million for the Financial Year 2025 from 217.45 million for the Financial Year 2024, on account of a decrease in mess, laundry and security services provided by us to one of the HEIs, since February 1, 2025, and
(iii) a decrease in other operating expenses to 10.12 million for the Financial Year 2025 from 49.15 million for the Financial Year 2024, on account of a decrease in laundry, housekeeping and mess expenses, due to a modification of our operating arrangement with One of the HEIs, under which we provided to the HEI with the license to provide certain ancillary services (which we previously provided to the HEI) with effect from February 1, 2025.
Exceptional items. Our exceptional loss increased by 6.03% to 106.73 million for the Financial Year 2025 from 100.66 million for the Financial Year 2024, primarily attributable to an increase in incentive payable to employees of 282.30 million for the Financial Year 2025 as compared to nil for the Financial Year 2024, on account of a one-time incentive bonus payable to certain key managerial personnels during the Financial Year 2025 to recognize their contributions to the growth of our Company. This increase was offset by a gain on sale of land of 175.57 million during the Financial Year 2025 as compared to nil for the Financial Year 2024, on account of the sale of a parcel of surplus land at County.
Tax expenses. Our total tax expenses increased by 33.17% to 298.88 million for the Financial Year 2025 from 224.44 million for the Financial Year 2024. For the Financial Year 2025, we had a current tax expense of 2.33 million, deferred tax expense of 254.28 million and deferred tax pertaining to earlier years of 42.27 million. For the Financial Year 2024, we had a current tax expense of 39.23 million, current tax pertaining to earlier years of 3.18 million, deferred tax charge of 190.40 million, and deferred tax pertaining to the earlier years of (8.37) million. The increase in total tax expenses was primarily on account of our higher restated profit/(loss) before tax of 796.26 million for the Financial Year 2025 as compared to 621.33 million for the Financial Year 2024.
Restated profit for the year. As a result of the foregoing, our restated profit for the year increased by 25.32%, to 497.38 million for the Financial Year 2025 from 396.89 million for the Financial Year 2024. For the Financial
Year 2024, our restated profit for the year includes the following expenses:
(i) additional bonuses of 57.77 million paid (as a one-time transaction closure bonus to employees, approved by the existing shareholders of our Company),
(ii) one-time expenses incurred in relation to transaction closure of 24.46 million, and
(iii) loss on modification of finance lease receivable of 10.77 million.
Liquidity and Capital Resources
We believe we have sufficient sources of financing to meet our business requirements for the next 12 months. Existing cash balances and cash generated from operations, supplemented by borrowings from banks, have been our primary source of liquidity for financing our business requirements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" on page
25. As at March 31, 2026, March 31, 2025 and March 31, 2024, we had cash and cash equivalents of 1,591.78 million, 3,067.30 million and 774.02 million, respectively, other bank balances of 863.92 million, 234.44 million and 867.63 million, respectively, investment in mutual funds (unquoted) of 493.18 million, 722.75 million and 288.14 million, respectively, and fixed deposits (current and non-current) of 627.44 million, 1,088.58 million and 614.25 million, respectively. As at March 31, 2026, March 31, 2025 and March 31, 2024, our total monetary assets as a % of net tangible assets was 94.04%, 118.58% and 69.59%, respectively. We have in the past, and will in the future continue to hold a portion of liquid monetary assets to facilitate inorganic growth through acquisitions, in line with our growth strategy. Pursuant to a business transfer agreement dated May 27,
2024 and supplemental agreement dated May 29, 2025 ("BTA"), our subsidiary, GHS West, is proposing to acquire the business undertaking of Marwadi University, Rajkot, as a going concern on a slump sale basis, which shall be subject to certain adjustments as mentioned in the BTA. Further, on April 9, 2025, we entered into a cancellation and transfer agreement with MAHE to transfer the student accommodation business at T.A. Pai Management Institute Trust University. In addition, we have also entered into arrangements to acquire the student accommodation undertaking of Marwadi University, Gujarat. For details, see "History and certain corporate matters Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on page 364.
Our short-term requirements include operating expenses such as manpower, electricity and repairs and maintenance expenses. Our long-term requirements include our capital expenditure requirements to refurbish and upgrade infrastructure and facilities across our portfolio. We may have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures. In addition, we monitor rolling forecasts of our liquidity position comprising cash and cash equivalents on the basis of expected cash flows. Our liquidity management policy involves monitoring forecasts and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Cash Flows
The following table sets forth our cash flows and cash equivalents for the Financial Years 2026, 2025 and 2024:
| Particulars | Financial Year | ||
| 2026 | 2025 | 2024 | |
| ( in millions) | |||
| Net cash flow from operating activities (A) | 2,970.75 | 2,187.24 | 2,644.51 |
| Net cash flow from / (used in) investing activities (B) | (31,843.18) | (1,040.07) | (1,194.80) |
| Net cash flow from / (used in) financing activities (C) | 26,794.94 | 1,146.27 | (1,513.57) |
| Net increase / (decrease) in cash and cash equivalents (A + B + C) | (2,077.49) | 2,293.44 | (63.86) |
| Cash and cash equivalents at the beginning of the year | 3,067.30 | 774.02 | 837.88 |
| Foreign currency translation reserve | 601.97 | (0.16) | - |
| Cash and cash equivalents at the end of the year | 1,591.78 | 3,067.30 | 774.02 |
Operating Activities
Net cash flow from operating activities was 2,970.75 million for the Financial Year 2026. While our restated profit/(loss) before tax was 2,037.62 million, we recorded an operating profits before working capital changes of 3,696.19 million, primarily due to adjustments made to reconcile profit/(loss) before tax to net cash flows. These adjustments comprised interest expense of 2,390.95 million, depreciation and amortisation expenses of 1,021.41 million, and exceptional items ((gain) / loss) of (1,081.21) million. The movement in working capital for the Financial Year 2026 primarily consisted of an increase in trade payables of 244.64 million, an increase in other liabilities of 266.20 million, an increase in other assets of 1,194.27 million and an increase in other financial liabilities of 145.99 million. Operating profit after working capital changes was 3,154.73 million, before adjustment for the income tax paid (net of refunds) amounting to 183.98 million.
Net cash flow from operating activities was 2,187.24 million for the Financial Year 2025. While our restated profit/(loss) before tax was 796.26 million, we recorded an operating profits before working capital changes of 2,463.97 million, primarily due to adjustments made to reconcile profit/(loss) before tax to net cash flows. These adjustments comprised interest expense of 1,255.42 million, depreciation and amortisation expenses of 512.35 million, and exceptional items (loss) of 106.73 million. The movement in working capital for the Financial Year 2025 primarily consisted of a decrease in trade payables of 291.09 million, an increase in other liabilities of 37.45 million, an increase in other financial assets of 27.41 million, and an increase in other financial liabilities of 31.93 million. Operating profit after working capital changes was 2,228.18 million, before adjustment for the income tax paid (net of refunds) amounting to 40.94 million. Our net cash flows from operating activities decreased to 2,187.24 million for the Financial Year 2025 from 2,644.51 million for the Financial Year 2024, primarily attributable to a decrease in trade payables of 291.09 million during the Financial Year 2025 as compared to an increase in trade payables of 271.25 million during the Financial Year 2024, on account of discharge of liabilities pertaining to investment banking services availed by our Company during the Financial Year 2024.
Net cash flow from operating activities was 2,644.51 million for the Financial Year 2024. While our restated profit/(loss) before tax was 621.33 million, we recorded an operating profits before working capital changes of 2,089.22 million, primarily due to adjustments made to reconcile profit/(loss) before tax to net cash flows. These adjustments comprised interest expense of 1,092.34 million, depreciation and amortisation expenses of 487.62 million, and interest income (other than interest on finance lease) of 142.01 million. The movement in working capital for the Financial Year 2024 primarily consisted of an increase in other liabilities of 295.71 million, an increase in other trade payables of 271.25 million, and a decrease in other financial assets of 58.27 million. Operating profit after working capital changes was 2,697.31 million, before adjustment for the income tax paid (net of refunds) amounting to 52.80 million.
Investing Activities
Net cash used in investing activities was 31,843.18 million for the Financial Year 2026, primarily comprising investment in fixed deposits of 12,044.30 million, investment in mutual funds of 21,794.77 million, consideration paid on business combinations (net off cash balance acquired) of 7,209.34 million, purchase of property, plant and equipment and investment property of 24,245.25 million, consideration paid on asset acquisitions of 2,697.16 million, purchase of intangible assets of 2.81 million and investment in equity shares of 100.00 million. These were partially offset by proceeds from redemption of fixed deposits of 11,875.95 million, proceeds from redemptions of mutual funds of 22,203.78 million, proceeds from sale of property, plant and equipment, investment property and intangible assets of 1,981.86 million, interest received of 111.86 million and receipt of loans given of 77.00 million.
Net cash used in investing activities was 1,040.07 million for the Financial Year 2025, primarily comprising investment in fixed deposits of 11,769.98 million, investment in optionally convertible debentures of 1,200.00 million, investment in mutual funds of 4,750.95 million, loans given of 81.00 million, and purchase of property, plant and equipment and investment property of 69.88 million and purchase of intangible assets of 0.27 million.
These were partially offset by proceeds from redemption of fixed deposits of 11,933.63 million, proceeds from redemption of mutual funds of 4,398.35 million, proceeds from sale of property, plant and equipment, investment property and intangible assets of 362.92 million, interest received of 133.10 million, and receipt of loans given of 4.00 million.
Net cash used in investing activities was 1,194.80 million for the Financial Year 2024, primarily comprising investment in fixed deposits of 8,888.84 million, consideration paid on business combinations (net off cash balance acquired) of 619.08 million, investment in mutual funds of 761.50 million, purchase of property, plant and equipment and investment property of 94.28 million, and purchase of intangible assets of 6.97 million. These were partially offset by proceeds from redemption of fixed deposits of 8,415.16 million, proceeds from redemption of mutual funds of 501.53 million, interest received of 140.91 million, and proceeds from sale of property, plant and equipment, investment property and intangible assets of 118.27 million.
Financing Activities
Net cash flow from financing activities was 26,794.94 million for the Financial Year 2026, primarily comprising proceeds from issue of convertible debentures of 10,500.00 million, proceeds from borrowings of 19,222.94 million, partially offset by repayment of borrowings of 583.56 million, interest paid of 2,067.16 million, share issue expenses of 269.44 million and payment of lease liabilities of 7.84 million.
Net cash flow from financing activities was 1,146.27 million for the Financial Year 2025, primarily comprising proceeds from borrowings of 11,750.43 million, partially offset by repayment of borrowings 9,531.58 million, interest paid of 1,011.13 million, payment pursuant to forfeiture of partly paid-up equity shares of 57.20 million, and payment of lease liabilities of 4.25 million.
Net cash flow used in financing activities was 1,513.57 million for the Financial Year 2024, primarily comprising interest paid of 958.37 million, repayment of borrowings 561.47 million, deemed distribution to shareholder of 130.86 million, and payment of lease liabilities of 2.01 million, partially offset by proceeds from borrowings of 139.14 million.
Indebtedness
The following table sets forth our financial indebtedness as of March 31, 2026:
( in millions)
| Borrowings | As of March 31, 2026 |
| Non-current borrowings | |
| Measured at amortised cost | |
| Secured - From banks and financial institutions | |
| Indian rupee loan from banks | 13,795.46 |
| Indian rupee loan from financial institution | 3,259.75 |
| Arab Emirates Dirham loan from banks | 12,378.36 |
| Dropline overdraft (DLOD) from bank | 98.68 |
| Unsecured - From related parties | |
| Convertible Debentures | 10,500.00 |
| Total non-current borrowings (A) | 40,032.25 |
| Current borrowings | |
| Measured at amortised cost | |
| Secured - From banks and financial institutions | |
| Indian rupee loan from banks | 368.81 |
| Arab Emirates Dirham loan from banks | 804.28 |
| Total current borrowings (B) | 1,173.09 |
| Total Borrowings (A+B) | 41,205.34 |
For terms and conditions of the borrowings, please see "Financial Indebtedness" on page 580
Contingent Liabilities
The following is a table of our contingent liabilities as at March 31, 2026 as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets derived from the Restated Consolidated Financial Statements:
( in millions)
| Contingent liability | As of March 31, 2026 |
| Claims against the Group not acknowledged as debt | |
| Contingent liabilities | |
| In respect of GST related matters | 372.21 |
| In respect of Income tax related matters | 1.19 |
Notes:
(i) The Holding Company has received a show cause notice dated September 25, 2025 alleging non-payment of GST on goodwill and right to provide facility services arising pursuant to acquisition of business undertakings through slump sale in the financial year 2017 18, resulting in a tax liability, including interest and penalty, of 496.12 million. The Holding Company has responded to the said notice vide its submission dated October 30,2025, subsequent to which demand order dated December 26, 2025 amounting 96.83 million has been issued by the GST authorities. The Holding Company is in process to file its submissions / appeal before the appropriate authorities. Based on the facts of the case and legal assessment, the management believes that the Holding Company has a strong case on merits and accordingly no provision has been recognized in the Restated Consolidated Financial Statements.
(ii) During the year ended March 31, 2026, a subsidiary company namely Good Host Spaces (Shoolini) Private Limited has received SCNs dated October 30, 2025 and November 24, 2025 alleging misclassification of the services provided by the subsidiary company viz. stating that the services constitutes mixed supply services as against composite supply claimed by the subsidiary company, resulting in a tax liability, including interest and penalty, of INR 314.55 million, against which the said subsidiary company has received a favourable order of INR 39.17 million wide order dated March 06, 2026. The subsidiary company has filed its submission with the GST Departmental Authorities and based on the facts of the case and advice of external opinion obtained, the management believes that the subsidiary company has merits in the said case and accordingly no provision is recognized in the Restated Consolidated Summary Statements. Subsequently, the said subsidiary company has filed an appeal before the Comissioner (Appeals), Central Goods And Services Tax Commissionerate against the said demand and has deposited an amount of INR 10.49 million under protest
(iii) During the year ended March 31, 2026, one of the subsidiary company namely Good Host Spaces (Sonipat) Private Limited has received a demand order from Income tax authorities in respect of non-deduction of TDS on certain year-end provisions in FY 2023 24. The subsidiary company has filed an appeal with Commissioner of Income Tax (Appeals) (‘CIT(A)) on January 29, 2026 against the said order. Based on the facts of the case and advice from external legal experts, the management believes that the subsidiary company has merits in the said case and accordingly no provision is recognized in these Restated Consolidated Financial Statements.
(iv) During the year ended March 31, 2026, the Group has entered into a Memorandum of Understanding with O.P. Jindal Global University, whereby the Group has committed to incur a total capital expenditure of 1,378.20 million in order to address maintenance and upkeep related matters at the hostel buildings.
(v) In 2022, "services by way of renting of residential dwelling for use as residence except where the residential dwelling is rented to a registered person" was exempted from the levy of GST vide amendment in GST Act vide Notification No. 04/2022 - Central Tax (Rate) dated July 13, 2022. Pursuant to the said amendment, the management of the Group, based on legal opinion from independent expert, believes that the hostel accommodation services provided to the University students by the Group continues to be eligible for exemption from levy of GST. Subsequently, through Notification No. 04/2024 - Central Tax (Rate), the Government of India has added a new Entry 12A to Notification no 12/2017 Central Tax Rate dated July 28, 2017 specifically exempting supply of accommodation services less than or equal to twenty thousand rupees per month provided service is provided for a minimum continuous period of ninety days.
For the supply of accommodation services prior to July 15, 2024 which had a value of more than 20,000 per month, the Group believes that it is in the nature of residential accommodation services and hence exempt from levy of GST, which is supported by judgment of the Supreme Court in Taghar Vasudeva Ambrish case in December 2025 and Karnataka High Court in Thai Mookambikaa Ladies Hostel case, Madras High Court in March 2024. Accordingly, the management believes that they have merits to the stand taken and accordingly no provision w.r.t. GST liability on residential accommodation services is recognized in the consolidated financial statements for the year ended March 31, 2026 (March 31, 2025: Nil, March 31, 2024: Nil).
For further details of the contingent liabilities as per Ind AS 37 as at March 31, 2026, see "Restated Consolidated Financial Information Note 34 Contingent liabilities and Capital commitments" on page 472.
Capital Expenditure
Our historical capital expenditures have been primarily used for upgrades and enhancements to our student accommodation facilities. Our capital expenditure requirements are primarily funded through cash generated from operations and borrowings from banks. Our capital expenditure incurred for purchase of property, plant and equipment and investment property and purchase of intangible assets amounted to 24,245.25 million and 2.81 million in the Financial Year 2026, 69.88 million and 0.27 million respectively in the Financial Year 2025 and 94.28 million and 6.97 million respectively in the Financial Year 2024. For details relating to our expected capital expenditure of pipeline assets, see "Our Business Our Growth Strategies Pursue organic and inorganic growth with prudent capital allocation" on page 329.
Off-Balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see "Summary of Related Party Transactions" on page 92.
Quantitative and Qualitative Analysis of Market, Credit and Liquidity Risks
Our business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. Our Board have the overall responsibility for the establishment and oversight of our risk management framework. Our risk management policies are established to identify and analyse the risks faced by us, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and its activities.
Our Board oversees how management monitors compliance with risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by us. Our Board is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad-hoc reviews of risk management controls and procedures, the results of which are reported to our Board. Our principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the our operations. Our principal financial assets include finance lease receivable, trade receivables and cash and cash equivalents that is derived directly from its operations.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are proposed to be settled by delivering cash or other financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.
We regularly monitor the rolling forecasts to ensure we have sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet our liabilities.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Currency risk
Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. Our exposure to foreign exchange risk arises primarily from our operating activities (where revenue or expenses are denominated in foreign currencies) and our net investments in foreign subsidiaries. Our results of operations may be affected by fluctuations in the value of the Indian Rupee against such foreign currencies. The following tables demonstrate the sensitivity to reasonably possible changes in AED and USD exchange rates, with all other variables held constant. The impact on our profit/(loss) before tax due to changes in foreign currency rates is set out below:
| Particulars | Currency | As at March 31, 2026 | |
| Foreign currency (in million) | ( in million) | ||
| Foreign currency liabilities | AED | 596.39 | 15,181.10 |
| USD | 0.75 | 71.42 | |
| Foreign currency assets | AED | 1,071.52 | 27,275.52 |
| USD | 0.48 | 45.73 |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates. Our exposure to the risk of changes in interest rates relates primarily to the long-term debt obligations with floating interest rates. As of March 31, 2026, majority of our borrowings are variable rate borrowings and is thus susceptible to interest rate fluctuations.
Credit Risk
Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our receivables from customers, loans and cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure. We have established a process of dealing with only reputed counterparties as a means of mitigating the risk of financial loss from defaults. The credit risk is restricted as the entire fees for the academic term / year are collected in advance from the students on semi-annual or annual basis. Further, we collect security deposits from university students from Manipal University, Jaipur, Shoolini University and UPES Dehradun before commencement of the academic year and from commercial outlets before commencement of the lease and therefore does not foresee any significant credit loss risk.
Significant Economic Changes
Other than as described above under " Significant Factors Affecting our Results of Operations" on page 561, to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect our income from continuing operations.
Unusual or Infrequent Events or Transactions
Except as disclosed in this Red Herring Prospectus, to our knowledge, there have been no "unusual" or "infrequent" events or transactions that have in the past, or may in the future, affect our business operations or future financial performance.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in "
Significant Factors Affecting our Results of Operations" on page 561, and the uncertainties described in "Risk Factors" on page 25 . To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect will have an adverse impact on our revenues or income from continuing operations.
Future Relationship Between Cost and Income
Other than as described in this Red Herring Prospectus, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues.
New Products or Business Vertical
Other than as described in "Our Business Growth Strategies of the Post-Acquisition Group" on page 327, there are no new products or business verticals in which we operate or propose to operate.
Significant Developments subsequent to March 31, 2026
Except as disclosed below and in this Red Herring Prospectus, no circumstances have arisen since the date of the last financial statements as disclosed in this Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
The Board of Directors in their meeting held on May 20, 2026 approved their intention to convert certain CDs and CCPS into equity shares. Subsequently, post the adoption of the financial statements for the year ended March 31, 2026, the board in their subsequent meeting held on September 6, 2026 updated their intention to convert (i)
52,500,000 CDs of face value of 200 each into 22,102,500 Equity Shares of face value of 1 each; and (ii) 66,313,116 CCPS of face value of 1 each into equivalent number of Equity Shares of face value of 1 each. For further details on the conversion of the CDs and CCPS, see "Capital Structure" on page 111.
Recent accounting pronouncements
As on the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe, would have a material effect on our financial conditions or results of operations.
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