Gaja Alternative Asset Management Limited

This section provides an overview of the macroeconomic scenario in India, highlighting its fast-growing economy and various market dynamics. It discusses the growth drivers, including strong private consumption and the impact of various economic factors. Furthermore, it details the actions of the Reserve Bank of India (RBI) regarding monetary policy and the impact of government spending on the economy.

This section primarily discusses macroeconomic outlooks, including inflation, GDP growth, fiscal deficits, and currency movements for India in the fiscal year 2027. It highlights potential inflationary pressures from the West Asia conflict and commodity prices, while also noting factors that might support growth such as low interest rates and consumption. Furthermore, the text details India's strong gross domestic savings rate and the demographic dividend, pointing to opportunities in various sectors.

This section details several macroeconomic and regulatory trends in India, focusing on urbanization, government fiscal policies, and digital transformation. It highlights the growth of the middle-income segment, the crucial role of MSMEs in the economy, and the increasing adoption of digital payments and technology. Furthermore, it outlines government reforms aimed at improving market efficiency, financial inclusion through initiatives like the India Stack and OCEN, and the potential of Generative AI in the BFSI sector.

The text discusses the potential impact of the RBI's account aggregator system on the MSME finance space by providing granular insights to lenders regarding customers' financial assets and borrowing history, noting that incorporating data like electricity bill payments could enhance its utility. The section also highlights a shift in household savings, where affluent individuals are diversifying investments into higher-yielding assets like mutual funds and equities. Furthermore, it details the significant growth in the Indian mutual fund industry, driven by a thriving domestic economy and increased participation from individual investors, alongside a growing interest in equity space. The analysis also covers the changing investor landscape, showing a shift from institutional control to increased participation from individual households, and the strategic opportunity for Alternative Investment Management Companies (AMCs) to tap into this expanding investor base.

The Indian equity market shows resilience, with net inflows sustained by domestic investors even during market corrections, suggesting sustained investor confidence. This resilience creates opportunities for alternative asset management companies (AMCs) to attract capital by offering diversified investment products. Alternative assets encompass various financial instruments, and the industry is segmented into different structures like AIFs, REITs, and InvITs, with AIFs forming the largest segment. Offshore funds are increasingly collaborating with domestic players to access local market insights. The business model of alternative asset managers involves various fee structures, including management fees, carried interest, and sponsor commitments, which are crucial for investor incentives and manager compensation. The alternative asset landscape in India presents significant growth potential, particularly in the AIF segment, although the market is still underdeveloped compared to global standards.

The alternative asset management industry is highly regulated, requiring firms to have robust systems to manage risk and ensure adherence to regulations. The Alternative Investment Fund (AIF) industry has shown strong growth, with commitments increasing steadily and witnessing significant growth between fiscal years. Alternative investments are expanding the market by capturing share from other asset classes, such as mutual funds. Category II AIFs have been prominent in the AIF space, contributing the majority of commitments. AIFs offer investors diversification beyond traditional assets like listed equities and bonds, providing access to private equity, real estate, and infrastructure.

The text discusses various aspects related to investment funds, primarily focusing on private equity, Alternative Investment Funds (AIFs), and regulatory changes in India. It details the advantages of private equity, such as value creation and protection from short-term market volatility, alongside risks like debt leverage. The text also covers the growth drivers for AIFs in India, including diversification benefits and the emergence of experienced managers. Furthermore, it outlines significant regulatory evolution in the AIF segment, including changes aimed at increasing transparency, such as mandatory due diligence and revised investment limits.

The section discusses the evolution of investment funds in India, detailing the introduction of various regulations and the categorization of Alternative Investment Funds (AIFs). It outlines different AIF categories based on investment strategy and lists various types of funds, such as Venture Capital, Private Equity, and Infrastructure funds. Furthermore, the text provides historical data on the growth and volume of private equity investments in the Indian startup ecosystem over different fiscal years.

The analysis of investment deals shows a shift in investor approach towards sustainability and long-term value creation, which is reflected in changes in deal volume and size across different funding categories. Angel/seed funding saw a downturn in deal numbers but an increase in average investment size, while venture capital funding has shown significant value increases over the decade. Private equity investments have seen an uptick in deal volume, although average ticket sizes have decreased in certain fiscal years. Furthermore, pre-IPO funding has experienced a five-fold increase in deals between fiscal 2023 and 2025, coinciding with a buoyant equity market and increased IPO activity.

The IT sector's growth is driven by the increasing adoption of digital technologies, which necessitates capital for research and development (R&D) and new technology acquisition. Venture Capital (VC) funding is noted as having the largest market share in value terms for IT sector startups, while Private Equity (PE) and Venture Capital funding appeal to consumer discretionary companies. Positive trends like rising e-commerce penetration and changing consumer tastes have fueled increased PE deal transactions. Furthermore, government initiatives like Startup India and Make in India have created opportunities for PE investors to fund and scale entrepreneurial ventures. The Indian PE industry is regulated by SEBI and the RBI, which oversee AIFs and foreign investment in PE/VC funds, respectively.

The text discusses various aspects related to fund secondary markets, including the roles of Limited Partner (LP) and General Partner (GP) sellers, the benefits of secondary fund investments, and mechanisms for managing fund exits such as continuation funds. It details the growth trend in secondary transactions in India and provides information on private credit, including the role of Alternative Investment Funds (AIFs) in this sector.

The provided text discusses various aspects related to investment funds, including distressed asset funds, private credit, and the broader credit market landscape in India. It details how traditional financiers like banks and NBFCs are shifting focus, creating opportunities for private credit to provide customized financing for various corporate needs. Furthermore, it covers the regulatory environment, such as the impact of the Insolvency & Bankruptcy Code (IBC) and the role of different institutional investors and the framework for domestic Limited Partners (LPs) and General Partners (GPs).

This section discusses various regulatory aspects concerning investments in Alternative Investment Funds (AIFs) across different financial sectors. It details rules for banks regarding investments in AIFs, the growth of the Indian insurance sector, restrictions on mutual funds investing in AIFs, guidelines for insurance companies, and the investment landscape of various pension and provident funds. Furthermore, it touches upon the dynamics of High-Net-Worth Individuals (HNIs) and Ultra-High-Net-Worth Individuals (UHNIs) in the investment landscape and the growing importance of the AIF industry.

This section focuses on benchmarking the financial performance of the issuer against a set of public market peers, including various Asset Management Companies (AMCs) and wealth management firms. The analysis utilized several Key Performance Indicators (KPIs) such as Total Income, Profit After Tax (PAT), PAT Margin, Return on Equity (RoE), Net Worth, Borrowing, and Debt to Equity (D/E) ratios across fiscal years from 2023 to 2026. The data was collected from various company reports and Crisil Intelligence.

Gaja Alternative Asset Management Limited is an established alternative asset management company with 20 years of experience, acting as an investment manager for various funds, including Category II and Category I Alternative Investment Funds (AIFs), and also advising offshore funds seeking capital for Indian companies. The company operates as an independent, home-grown alternative asset management company (AMC) whose ownership is predominantly held by its leadership team, and it is not sponsored or owned by any financial institution or corporate group. The portfolio of investments managed across the funds focuses on sectors such as EEE, financial services, consumer, and digital technology.

The company's business model minimizes fixed asset investment but involves capital-intensive aspects related to sponsor commitments in Alternative Investment Funds (AIFs). The company was incorporated in 1999 and later rebranded to 'Gaja Capital' to manage and advise domestic and offshore funds for private equity investments in India. The company benefits from the experience of its promoters and executive directors in alternative asset management and private equity. The market for alternative investment funds in India is growing rapidly, and the company believes its focus on the mid-market segment allows it to capitalize on this growth. The company employs an invest-and-collaborate strategy, focusing on adding value to portfolio companies through active engagement.

The issuer describes a multi-level engagement structure with portfolio companies, ranging from board-level participation to operational support in areas like business growth, HR, and finance. A core philosophy involves aligning interests with investors by investing sponsor capital, which is often above regulatory thresholds. The company highlights its experienced promoters and management team, along with a core team, operating advisors, and a board to provide guidance. The firm maintains long-standing relationships with a diverse global investor base and has adopted ESG standards and PRI principles in its investment approach. Furthermore, the company points to strong financial performance, including significant profit after tax growth and a healthy balance sheet. The strategies focus on growing enterprise value by securing larger funds, delivering strong investment returns, maintaining high sponsor commitment, and keeping fundraising costs low. The company is also focused on capitalizing on the growth of the AIF segment and the mid-market segment in the Indian economy.

The company discusses its secondary business operations, noting revenue figures for Fiscal 2026 and Fiscal 2025. It emphasizes the importance of employees, detailing a commitment to a growth-driven culture, meritocratic rewards, and performance-linked incentives for senior leadership. The company also focuses on strengthening investor relationships by cultivating industry relationships and utilizing its two-decade track record in alternative asset management. The business structure involves seven subsidiaries, including four Indian subsidiaries and one foreign subsidiary, and various fund structures for the Gaja Capital Funds.

The issuer details its major expenditures, noting that employee benefits constitute a substantial portion of costs, while other expenses include fund-raising and business development. The company emphasizes maintaining a competitive compensation model to retain employees through a mix of fixed and performance-based incentives, supported by long-term equity ownership in senior leadership. Other expenses involve efforts to build the 'Gaja Capital' brand and market its funds to investors globally. The business has shown operating leverage, with profit margins improving significantly between Fiscal 2024 and 2026. The business model involves capital-intensive aspects related to sponsor commitments in Alternative Investment Funds (AIFs), which historically exceeded regulatory thresholds. Furthermore, the company leverages its balance sheet for investments and deal flow, including in portfolio companies and venture capital-backed companies.

The provided section details various aspects of the company's operations, including employee structure, risk management, intellectual property protection, and regulatory compliance. It outlines the composition of the core team, the establishment of risk management committees, adherence to anti-money laundering policies, and the infrastructure for information technology. Furthermore, it discusses the protection of intellectual property rights and the competitive nature of the alternative asset management industry.

This section details various legal and regulatory frameworks that govern the company's operations and investments in India. It covers regulations related to Alternative Investment Funds (AIFs), portfolio managers, electronic transactions, data protection, intellectual property, employment laws, and foreign investment rules. Furthermore, it outlines compliance with various central and state laws, including those concerning insider trading, fraud, and corporate governance upon listing.

The company began as 'View Advisors Private Limited' incorporated in New Delhi on April 9, 1999. It underwent several name changes and structural conversions, including changes in 2006 and 2022, culminating in its conversion to a public limited company in December 2024, resulting in a final name change and incorporation on January 1, 2025. The company's Memorandum of Association has seen several amendments related to name changes, the deletion of certain clauses, and significant increases in authorized share capital. Various agreements, including share subscription agreements with different entities, have been executed with various investors and consultants.

The section details various share subscription agreements and outlines the corporate structure, which includes several subsidiaries incorporated in India and outside India. The company currently does not have a holding company. Key subsidiaries include Gaja Corporate Advisors Private Limited (GCAPL) and Gaja Trustee Company Private Limited (GTCPL), both wholly owned by the company. Furthermore, the company has included Gaja Investments and Eastgate Secondaries Advisor LLP as subsidiaries in the restated financial statements. Several subsidiaries were incorporated outside India, such as Gaja Advisors Ltd, Cayman Islands and Gaja Advisors Ltd, Mauritius.

The company is Gaja Alternative Asset Management Limited, a public limited company incorporated in India under the Companies Act, 1956. Its registered office is located in New Delhi. The prospectus details various definitions related to the offer process, including different types of bidders, allotment procedures, and relevant regulatory entities. The process involves Book Running Lead Managers and various depository participants.

This section details various terms related to the securities offering, including definitions for different bidder categories, the structure of the offer, and various financial and legal metrics. It specifies different portions of the offer allocated to Mutual Funds, Non-Institutional Bidders, and Retail Individual Bidders. It also defines key parties involved in the offering process, such as the Selling Shareholders, the Registrar, and various financial instruments and processes used in the bid.

This section primarily defines various legal, financial, and regulatory terms used within the prospectus. It lists numerous acts, regulations, and standards, including those related to corporate law, securities markets, and foreign exchange. It also specifies conventions regarding the time periods for financial reporting and the standards used for financial data presentation. The text clarifies that financial information is derived from restated consolidated financial statements and notes the differences between various accounting standards.

This section discusses the use of industry and market data, noting that some information is derived from a Crisil Report commissioned and paid for by the Company. It details that certain industry-related information is sourced from the Crisil Report, which was prepared by Crisil Intelligence, an independent agency. The Prospectus clarifies that reliance on this information for investment decisions carries inherent risks, as the data involves uncertainties and assumptions. Furthermore, it outlines the nature of forward-looking statements, emphasizing that they are based on current plans and expectations and are subject to various risks and uncertainties.

The offer involves the sale of equity shares with a face value of ₹5 each at a price of ₹160 per share, which includes a premium of ₹155 per share, aggregating to ₹550.00 Crore. The total offer comprises a Fresh Issue of 2,81,25,000 equity shares and an Offer for Sale of 62,50,000 equity shares. The offer is divided into various portions, including QIB, Anchor Investor, Mutual Fund, Non-Institutional, and Retail categories. Specific rules govern the allocation and subscription levels for different bidder categories.

The provided text details the consolidated statements of profit and loss and cash flows for the years ended March 31, 2026, 2025, and 2024. The financial statements show various income, expenses, and profit figures, along with cash flow movements from operating, investing, and financing activities. Furthermore, a summary of contingent liabilities is provided, highlighting potential liabilities related to carried interest income and litigation involving a step-down subsidiary.

This section details the authorized and issued share capital of the company, including various components related to the current issue. It outlines the structure of the capital, including the total authorized equity shares, the capital issued before the issue, and the details of the current offering, which includes both a fresh issue and an offer for sale. Furthermore, the section provides a history of equity share allotments over time, detailing dates, numbers of shares, face values, and the nature of the consideration for each allotment.

The company has not issued any Preference Shares as of the date of filing the Prospectus. Furthermore, the company has not issued any equity shares at a price lower than the Offer Price during the preceding one-year period, nor has it issued equity shares to members of the Promoter Group at a lower price during the same period. The text details numerous allotments of equity shares for consideration other than cash or bonus issues on June 7, 2025, and provides historical details of various share transfers involving promoters and selling shareholders. The Promoters collectively hold approximately 61.40% of the issued, subscribed, and paid-up share capital on a fully diluted basis, assuming the exercise of vested options under ESOP 2025.

The section details various transactions related to the acquisition of equity shares, including bonus issues and transactions involving different promoters and selling shareholders. It outlines conditions regarding the acquisition of shares for minimum promoters' contribution and various lock-in periods for equity shares. Furthermore, it provides a breakdown of the shareholding pattern, categorizing shareholders based on their stake in the company.

The section details various shareholding structures and disclosures related to the company's equity. It lists individual and joint holdings of various shareholders, including details on pre-offer and post-offer shareholding percentages. Specific information is provided regarding the holding of equity shares by promoters, members of the Promoter Group, Key Managerial Personnel, and Senior Management. Furthermore, it outlines the details of an Employee Stock Option Plan (ESOP 2025), including the number of options granted and the resulting number of equity shares that would arise from their full exercise.

The section details various compliance and structural aspects related to the company's capital structure, including the impact of accounting policies on past profits and the status of employee stock option schemes. It clarifies that no outstanding warrants, options, debentures, loans, or other convertible instruments exist, and confirms that no Board-related buy-back arrangements have been entered into. Furthermore, it states that the company has not made any public issue since its incorporation and restricts certain transactions by promoters and the promoter group during a specific period.

The Offer involves a Fresh Issue of 2,81,25,000 Equity Shares and an Offer for Sale of 62,50,000 Equity Shares, aggregating to ₹550.00 Crore. The company intends to use the net proceeds for various purposes, primarily funding sponsor commitments to existing and new funds, as well as repaying a Bridge Loan Amount. The proposed utilization includes investments in various funds and general corporate purposes. The company also expects benefits such as listing benefits and market creation for its equity shares.

The company proposes to utilize the net proceeds for various purposes, including investing in sponsor commitments, repaying a bridge loan, and funding for proposed new funds. A significant portion of the net proceeds is earmarked for meeting the balance sponsor commitment for Fund IV, which involves deploying funds into existing constituent funds. Furthermore, the company intends to use net proceeds to establish a proposed Fund V, which will focus on investment in portfolio companies across various sectors. Finally, a portion of the net proceeds is allocated for general corporate purposes, such as fundraising expenses and operational costs.

This section details various estimated expenses related to the offer, including advertising, legal fees, auditor fees, and miscellaneous costs, which together amount to an estimated total offer expense. It further outlines different categories of selling commissions and processing fees depending on the type of bidder, such as Retail Individual Investors (RIBs) and Non-Institutional Bidders, and the mechanism used for the offer. Specific details are provided on the structure of these charges and the conditions under which they are payable.

This section details various financial metrics, including Net Asset Value (NAV) per equity share, comparisons with industry peers, and Key Performance Indicators (KPIs) used to determine the basis for the Offer Price. It provides historical NAV figures and a comparison of various financial ratios against listed competitors for the fiscal years ending March 31, 2026, 2025, and 2024. The KPIs are approved by the audit committee and are intended to be used as a supplemental measure to review and assess the company's financial and operating performance.

This section presents key performance indicators for several alternative asset management companies, including 360 One WAM Limited, Aditya Birla Sun Life AMC Limited, Anand Rathi Wealth Limited, HDFC Asset Management Company Limited, ICICI Prudential Asset Management Limited, Nippon Life India Asset Management Limited, Nuvama Wealth Management Limited, SBI Funds Management Limited, and UTI Asset Management Company Limited. The data includes metrics such as management fees, carried interest, total income, profit after tax (PAT), profit after tax margin, net worth, total borrowings, cash and cash equivalents, total assets, cost-to-income ratio, and return on equity across different financial years.

This section primarily deals with the documentation and certification related to special tax benefits for the company in connection with the proposed public offering. It confirms that the statement is issued in accordance with an engagement letter dated October 31, 2024, with the company. Furthermore, it details the filing status of draft and updated red herring prospectuses with the Stock Exchanges, and outlines the scope of the statement regarding special tax benefits under various laws.

This section details the possible special direct tax benefits available to the Company, its Material Subsidiary, and its shareholders under Indian direct tax laws. It outlines provisions regarding concessional tax rates, the applicability of certain deductions, and the treatment of capital gains and dividend income. Furthermore, the statement covers special indirect tax benefits, noting that the Company is eligible for zero-rating on the export of services under the GST regime.

This section details the scope and responsibilities of the Independent Auditors regarding the Restated Consolidated Financial Information of Gaja Alternative Asset Management Limited for various financial years. The auditors examined financial statements prepared in accordance with various accounting standards and regulations. They relied on the audited statements of the Group and other auditors for certain subsidiaries, noting adjustments made by the company for financial statements of entities outside India. The audit reports included emphasis of matters concerning IPO-related expenses capitalized under 'Other Current Assets' and modifications related to the maintenance of audit trails and books of accounts.

This section primarily details legal and regulatory requirements, including modifications to the audit trail reporting in the financial statements for the years ended March 31, 2025 and 2024. It also mentions the introduction of a Gaja ESOP Scheme 2025, which authorized the creation, offer, and grant of up to 15,87,462 options. The text concludes with various disclaimers regarding the scope of the audit, the use of accounting software without an audit trail feature, and limitations on the auditor's responsibility for subsequent events.

This section presents the restated consolidated financial information for Gaja Alternative Asset Management Limited, including the Profit and Loss statement, Cash Flow statement, and Statement of Changes in Equity, for the years ended March 31, 2026, 2025, and 2024. The Profit and Loss statement shows revenue from operations, total income, various expenses, profit before tax, profit for the year, and components of other comprehensive income. The Cash Flow statement details cash flows from operating, investing, and financing activities, including adjustments for depreciation, interest, and changes in working capital. The Statement of Changes in Equity details movements in share capital, reserves, and various adjustments.

This section details the basis of consolidation, accounting policies, and significant accounting judgments used in the preparation of the financial statements. It covers aspects such as the treatment of contingent liabilities, fair value measurements for financial instruments, lease accounting under Ind AS 116, and the determination of control over subsidiaries. The text also outlines the historical cost convention, the functional currency (INR), and rules for translating foreign currency transactions. Furthermore, it specifies judgments related to accounting estimates, such as useful lives for assets and the measurement of impairment for financial assets.

This section details various financial statement line items for Gaja Alternative Asset Management Limited across different reporting dates, including changes in Right of Use assets, Intangible assets, Capital Work in Progress, Goodwill, Investments, Other financial assets, Current tax assets, and Other assets. The data is presented in INR Millions and shows fluctuations between March 31, 2024, March 31, 2025, and March 31, 2026. Specific notes clarify the accounting treatment for certain items, such as impairment for intangible assets and the nature of share issue expenses.

This section details the company's financial position as of various dates, covering trade receivables, cash balances, equity structure, borrowings, and lease liabilities. Key figures show fluctuations in assets and liabilities over the years, alongside various provisions and adjustments related to equity and retained earnings. The data includes information on the number and percentage of shares held by various promoters and details regarding the terms of the equity shares and dividends declared.

This section presents various financial provisions, liabilities, revenues, other income, employee benefit expenses, finance costs, depreciation and amortization expenses, and other expenses for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The data includes details on provisions for employee benefits, deferred tax liabilities, trade payables, revenue recognition, various income streams, employee compensation, finance costs, depreciation, and miscellaneous operational and administrative expenses.

This section details the financial instruments of Gaja Alternative Asset Management Limited as of various dates, including measurements at fair value and amortised cost. It outlines the hierarchy for classifying financial instruments based on observable market data into Level 1, Level 2, and Level 3. Furthermore, it covers financial risk management aspects, including credit risk, liquidity risk, and market risk, along with the company's framework for managing these risks. The text also presents a summary of the tax expense components for the year ended March 31st for the years 2026, 2025, and 2024.

This section details various financial reconciliations, primarily concerning deferred tax assets and liabilities, and the accounting treatment for employee benefits like gratuity and leave encashment. It includes detailed breakdowns of income, expenses, profit before tax, profit for the year, and various components of other comprehensive income. Furthermore, it provides extensive notes on the accounting policies for defined benefit plans, including reconciliations of present value of obligations, sensitivity analysis for changes in discount rates and salary increases, and economic assumptions related to investment risk and withdrawals.

This section details various lease accounting treatments, related party disclosures, and transactions for Gaja Alternative Asset Management Limited across different fiscal years. It outlines the movement in lease liabilities, the recognition of expenses in the profit or loss statement, cash outflows related to leases, and the nature of transactions with related parties. The data covers periods ending March 31, 2024, March 31, 2025, and March 31, 2026.

This section details various financial line items, including trade payables, dividend payables, and various investment holdings across different periods. It also covers share-based payment details, including the grant and exercise of share options, and disclosures related to investments in subsidiaries and contingent liabilities. The data spans across financial years ending March 31, 2026, 2025, and 2024, showing fluctuations in assets, liabilities, and revenue.

The section provides various accounting ratios and financial performance indicators for the company across fiscal years ending March 31, 2026, 2025, and 2024. It details metrics such as Earnings per share, Return on net worth, EBITDA, and Net asset value per equity share. The text also discusses the company's income streams, which include Management Fee, Carried Interest, and Income from Sponsor Commitment, and notes the growth in profit after tax margins over the period.

This section details various financial metrics for the company across three fiscal years, including revenue components, income streams, profitability ratios, and leverage indicators. Key revenue components such as Management Fee, Carried Interest, and Other Revenue are presented, alongside income from Sponsor Commitment. Profitability metrics like PAT Margin, Return on Equity (ROE), and Debt-to-Equity ratio are provided, along with definitions for these calculations.

This section details various accounting policies and judgments used by the Group in preparing its financial statements, covering areas such as functional currency, treatment of foreign currency transactions, impairment of financial assets, provisions for contingent liabilities, fair value measurements of financial instruments, lease accounting, retirement benefit obligations, and share-based payments. It outlines specific rules for recognizing and measuring different financial items and assets/liabilities.

This section details the components of the company's income, expenses, and tax provisions across fiscal years, including the recognition criteria for various income streams. Revenue from operations showed growth, driven by increases in management fees and carried interest realizations, while other income saw a significant surge, particularly from sponsor commitments. Expenses, including employee benefits and finance costs, increased, and other expenses saw a decrease, partially offset by increases in advisory fees and conference costs. The analysis also covers the breakdown of tax expenses, including current tax, deferred tax, and MAT credit entitlement.

The financial performance showed growth in profit before tax and profit after tax between Fiscal 2025 and Fiscal 2026. Revenue from operations increased, though certain components like Management Fee revenue decreased, while Carried Interest revenue saw a significant rise. Expenses increased, driven by higher employee benefits and other costs, while finance costs and depreciation showed slight decreases. Liquidity appears sufficient, with cash and cash equivalents as of March 31, 2026, at ₹71.07 Crore.

This section primarily discusses contingent liabilities, related party transactions, market risks, and various fiscal matters related to the company's financial statements. It notes that the company has engaged in past and potential future transactions with related parties, including payments for services and salaries. The company is exposed to market risks such as currency risk, interest rate risk, and equity price risk, and its performance is subject to general economic conditions in India. Several fiscal matters were highlighted concerning IPO-related expenses and the use of accounting software with audit trails across different fiscal years.

This section details the financial indebtedness of the company as of June 30, 2026, categorizing borrowings into non-current and current components. It lists various loans, including vehicle loans, a loan against securities facility, and a bank overdraft facility, along with their outstanding amounts. Furthermore, the text outlines principal terms for these borrowings, such as interest rates, tenor, security provisions, and events of default, including various restrictive covenants imposed by the lenders.

Prospective investors should be aware that the risks described in the prospectus are significant and may not be exhaustive. The company's total income is heavily dependent on the performance of the funds it manages and advises, deriving income from management fees, carried interest, and income from sponsor commitments. There is a risk that income streams like management fees and carried interest could decline without corresponding decreases in the company's cost structure or assets under management. Furthermore, the realization of investment gains is unpredictable, and the performance of funds may not reflect historical returns, posing a risk to future results. The company also faces challenges related to securing capital from Limited Partners and the potential for subjective valuation methodologies to lead to losses.

The company faces various risks related to fund management, including potential issues with Limited Partners' capital contributions, macroeconomic factors impacting capital obligations, and changes in fund structures. There are significant regulatory risks stemming from various Indian and foreign jurisdictions, including potential penalties for non-compliance. Furthermore, the company is exposed to risks associated with foreign operations, changes in laws, and currency fluctuations. Related party transactions are disclosed, and there is a risk that such transactions could negatively affect the company's financial condition. Finally, the illiquidity of investments in private companies may impact the company's ability to meet sponsor commitments.

The company faces risks related to capital arrangements, where securing adequate funding on acceptable terms is not guaranteed, which could negatively impact business and cash flows. There is a risk that minority investments in portfolio companies may lead to underperformance if management decisions conflict with the fund's interests. Furthermore, the company is exposed to risks from potential consortium transactions that limit its ability to pass control decisions. Risks also exist concerning potential adverse actions against a promoter by financial institutions and contingent obligations related to clawback provisions on carried interest. The company's performance is also dependent on the performance of the managed funds, and there are concerns about the sustainability of recent growth rates. Finally, the company is vulnerable to economic fluctuations in India and potential sanctions violations related to international transactions.

The company's business is heavily dependent on the performance of the industries in which its portfolio companies operate, which are primarily concentrated in the EEE, financial services, consumer, and digital technology sectors. These industries are sensitive to various external economic and political factors. Furthermore, the company faces risks related to launching new funds with different strategies, the potential decline in the appeal of private equity investments, and regulatory requirements that affect capital raising. There are also risks associated with third-party distributors, including reputational damage and potential legal repercussions, and outstanding legal proceedings involving company personnel and related entities.

The section outlines several risks associated with the alternative investment funds managed by the company, including exposure to various regulatory environments and financial instability of portfolio companies. Risks include potential non-compliance with laws, limited financial resources of portfolio companies, and legal liabilities. Furthermore, the company acknowledges risks related to intellectual property protection and the potential for fraud within portfolio companies, which could negatively impact investments and market volatility. The section also details issues concerning the utilization of funds, the potential for disruptions in lease agreements, and the challenges in managing the onboarding and offboarding processes for fund Limited Partners.

The company faces risks related to the success of investment due diligence and the ability to complete transactions. Negative cash flows from operating, investing, and financing activities have been experienced, which could impact the ability to operate and implement growth plans. The business is highly dependent on the Indian economy, making it vulnerable to macroeconomic factors such as interest rates, inflation, currency fluctuations, and changes in tax or trade policies. Furthermore, the company is exposed to various risks concerning third-party misconduct, such as insider trading or fraudulent activities, which could lead to regulatory fines or reputational harm. Operational risks exist concerning the deployment of funds, including potential internal process failures, and the effectiveness of internal controls in managing risks. Finally, the company is exposed to foreign exchange fluctuations due to transactions in U.S. Dollars.

The company cannot assure the future payment of dividends, as this depends on future operational results, financial condition, and cash flows. The company is subject to various laws and regulations concerning employee relations, which could create liabilities if labor laws change. There is a risk that the company may face issues obtaining, maintaining, or renewing statutory and regulatory approvals, licenses, and permits, which could interrupt operations. Furthermore, there are risks related to ineffective management of ESG issues, which could damage the company's reputation and ability to attract investors. Contingent liabilities exist, including outstanding demands from a subsidiary, and financing arrangements contain restrictive covenants that could trigger events of default. Finally, the company's insurance coverage may be inadequate, and there are potential conflicts of interest arising from related party transactions and the interests of promoters and management.

The company faces several risks related to regulatory compliance, including personal data protection laws, which could lead to fines and reputational damage. There are also risks associated with Anti-Money Laundering (AML) and Combating Terrorism Financing (CFT) laws, including potential liability from third parties. The company's reliance on technology exposes it to operational disruptions, system failures, and cyberattacks. Furthermore, adverse macroeconomic conditions globally and in India, geopolitical conflicts, and volatility in financial markets pose risks to the business. Changes in Indian tax laws and the introduction of new securities market regulations introduce uncertainty. Finally, differences in accounting standards and the enforceability of foreign judgments present challenges to investors and the company's financial reporting.

The prospectus outlines various risks related to market expectations, regulatory changes, and financial fluctuations. Risks include changes in analyst expectations, announcements by competitors or third parties, and new laws or regulations impacting the industry. There are also risks concerning the government's credit rating and fluctuations in exchange rates. Furthermore, the document details complex tax implications for investors regarding capital gains and dividends, and potential issues with the ability to resell securities. Risks also encompass market manipulation concerns, potential dilution from future equity issuances, and risks associated with market surveillance measures.

The section outlines the absence of certain types of outstanding legal and regulatory matters, including criminal proceedings, actions by statutory or regulatory authorities, and material civil litigation involving the Company, its Subsidiaries, Promoters, and Directors. It details a policy for disclosing material litigation, including monetary thresholds based on turnover, net worth, and profit or loss, and a policy for disclosing material creditors based on trade payables. Several specific instances of litigation involving subsidiaries and directors are disclosed, including criminal complaints, arbitration awards, and pending petitions before the High Court. Furthermore, it mentions a notice received by a Promoter regarding a revision application and a pending writ petition before the Bombay High Court.

The section primarily addresses the absence of outstanding material civil litigation against the Promoters, Key Managerial Personnel, and Senior Management. It also confirms no outstanding criminal proceedings against these groups or actions initiated by statutory/regulatory authorities involving them. Furthermore, it discloses a civil proceeding initiated by group companies against the Company and related entities concerning the non-payment of purchase consideration for share agreements. The section also details various tax proceedings, including an ongoing tax appeal, and outlines the status of various corporate and tax registrations and required regulatory approvals.

The company disclosed a policy for determining Group Companies based on related party transactions and materiality thresholds. The Board identified eleven entities as Group Companies. Certain financial information related to the top five Group Companies was hosted on the company's website to comply with SEBI ICDR Regulations. Regarding litigation, the company noted two outstanding legal proceedings involving group companies. One involved a claim by Gaja Trustee Company Private Limited, GPE (India) Ltd, and GPE JV1 Ltd against SEPC Limited and Twarit Consultancy Private Limited concerning the non-payment of purchase consideration. Another involved a criminal complaint filed by Mr. Harjeet Singh against several entities, including Gaja Trustee Company Private Limited, certain Promoters and Directors, and GPE (India) Ltd.

The company has received in-principle approvals from the BSE and NSE for the listing of Equity Shares, and various resolutions have been passed by the Board for the approval of different drafts of the Draft Red Herring Prospectus. The document details the details of the Offer for Sale, including the number of shares and the authorization from selling shareholders. Furthermore, the text confirms that the company and its promoters are not prohibited from accessing capital markets, and no outstanding action has been initiated against the directors by the SEBI in the preceding five years. Eligibility criteria for the offer are disclosed, including requirements for net tangible assets, operating profit, and net worth over the preceding three years.

The section details various legal and procedural requirements related to the issuance process, including timelines for completing formalities for listing and trading of equity shares. It outlines penalties for delays in allotment or trading approvals, including interest accrual. Furthermore, it lists the consents obtained from various parties, such as directors, company secretary, and auditors, for inclusion in the prospectus. The text also covers aspects of past issues handled by various brokers and the mechanism for resolving investor grievances related to the offer.

The company has obtained registration on the SCORES platform and received authentication in compliance with a specific SEBI circular regarding investor grievance redressal. The company estimates a seven-day average time for resolving routine investor grievances and confirms that no investor complaints are pending as of the prospectus date. There are disclosures related to outstanding legal proceedings involving the company and its related parties. Furthermore, the company faced issues in obtaining confirmations from Mr. Johrilal Jain regarding the Promoter Group identification, leading to disclosures based only on publicly available information. The prospectus details various terms related to the offer, including the ranking of equity shares, payment of dividends, and the process for allotment in dematerialized form.

This section details various procedural aspects related to the bid and offer process, including timing for bids, handling of cancelled applications, and rules for bid acceptance. It outlines specific rules regarding the allocation of shares across different investor categories, such as QIBs, Non-Institutional Bidders, and Retail Individual Bidders. Furthermore, it specifies the mode of bidding, the types of investors eligible to apply, and the conditions under which the offer might be withdrawn or how unsubscription in certain portions is handled.

This section details various procedural aspects related to the public offering, including rules for different investor categories, payment mechanisms, and timelines. It outlines requirements for bidders regarding eligibility, the use of the ASBA process, and specific rules concerning the Unified Payments Interface (UPI) mechanism. The text discusses how various SEBI circulars have introduced changes to the process, such as reducing listing timelines, and the procedures for handling investor grievances and fund blocking.

This section details various requirements and restrictions concerning different types of investors and bids in the offer process. It outlines procedures for bid modification, reconciliation requirements for transactions involving UPI mechanisms, and specific rules for participation by various investor categories such as Promoters, BRLMs, FPIs, Mutual Funds, HUFs, NRIs, and Banking Companies. Furthermore, it specifies documentation requirements for bids from Limited Liability Partnerships and Banking Companies, and sets investment limits for certain entities based on their financial standing.

This section details various requirements and conditions related to the participation in the offer, categorized by the type of bidder. Specific requirements exist for bids made by insurance companies, pension funds, and various other entities, often mandating the attachment of certified documents like registration certificates or corpus certifications. There are also stipulations regarding the bidding process itself, including rules for Anchor Investors, the aggregation of bids from different mutual funds, and procedures for handling bids made under power of attorney. Furthermore, the section outlines general instructions for bidders concerning the submission of forms, the use of designated intermediaries, and compliance with various statutory requirements.

This section details various procedural requirements and compliance checks for bidders, particularly concerning PAN details, signature attestation, document submission, and fund blocking mechanisms for different types of bids. It outlines specific rules for handling bids from various entities, including government officials and residents of Sikkim, and mandates the proper mention of various IDs in bid forms. Furthermore, it specifies requirements for handling bids through the UPI mechanism, including fund authorization processes and restrictions on bid amounts for retail investors.

This section outlines numerous instructions and prohibitions for Syndicate Members and Bidders regarding the submission of bids and applications, covering various aspects such as bid limits, use of bank accounts, and documentation integrity. It details specific grounds for technical rejection of bids, including issues related to bid amounts, documentation format, and the verification of bidder eligibility. Furthermore, it specifies procedures for handling pre-offer and post-offer issues concerning share certificates, demat credit, and refund orders, and clarifies the responsibilities and undertakings of the Company, Selling Shareholders, and BRLMs.

The section discusses various regulations concerning foreign investment in Indian securities, primarily governed by the Industrial Policy, 1991, and the Foreign Exchange Management Act (FEMA). It clarifies that while the Industrial Policy permits foreign investment in all sectors, certain procedures must be followed, with the Reserve Bank of India (RBI) and relevant ministries responsible for granting approvals. The FDI Policy, consolidated by the Department for Promotion of Industry and Internal Trade (DPIIT), currently permits up to 100% foreign investment under the automatic route. Furthermore, it outlines conditions for the transfer of shares between Indian residents and non-residents, including requirements related to the automatic route and sectoral limits.

This section primarily outlines the various provisions related to the structure and variation of the Company's share capital, including the types of shares that can be issued, the powers of the Board and General Meetings to alter the capital, and procedures for the issue of further shares. It details rules concerning the allotment of shares, the conversion of shares into stock, and provisions for the issue of various instruments like debentures. Furthermore, it covers specific rules regarding the appointment of directors in relation to debenture holders.

This section details various provisions related to the issuance, handling, and lien rights concerning company securities, including share warrants and certificates. It outlines the company's power to issue warrants, the rights and privileges of warrant holders, and the rules for issuing share certificates. Furthermore, the text covers provisions for dematerialization of securities, the treatment of securities held in dematerialized form, and the company's lien rights over shares and debentures, including provisions for enforcing these liens through sale or by demanding payment for calls.

This section primarily outlines the provisions related to the forfeiture of shares, the payment of calls, and the transfer and transmission of shares. It details the Board's power to forfeit shares if a member fails to pay due amounts, including provisions for notice and the subsequent disposal of the forfeited shares. Furthermore, the text covers various aspects concerning the transfer of shares, including requirements for instruments of transfer, the maintenance of a Register of Transfers, and the Board's discretion in declining to register certain transfers. It also addresses the transfer of shares and debentures, as well as provisions concerning the death or insolvency of members and the subsequent rights of the survivors.

This section primarily outlines the procedural requirements for various General Meetings, including Annual and Extraordinary Meetings, detailing notice periods and quorum requirements. It specifies the types of business transacted in these meetings, including special business, and the rules for handling various voting mechanisms such as polls and postal ballots. Furthermore, the text covers the voting rights of members, the procedures for appointing and managing directors, and the remuneration and expense reimbursement policies for directors.

This section primarily outlines various provisions related to the tenure, retirement, and appointment of Directors, including rotation and re-election eligibility. It details procedures for board meetings, including notice requirements and quorum definitions, and the powers of the Board and its committees. Furthermore, the text covers the delegation of powers, the handling of financial instruments, the appointment of nominee directors, and the powers related to borrowing money. It also specifies provisions concerning the appointment and removal of managing directors and other key officers.

This section primarily outlines the provisions related to the declaration and payment of dividends, including rules for unpaid or unclaimed dividends. It details procedures for transferring such amounts to a special account, the process for transferring amounts unclaimed for seven years to an Investor Education and Protection Fund, and penalties for default in transferring these funds. Furthermore, the text covers the division of profits, the ability of the Board to set aside reserves, and rules regarding the deduction of arrears from dividends payable to members. It also specifies how dividends are to be apportioned and the conditions under which dividends shall not bear interest against the company.

This section primarily outlines provisions related to secrecy, general powers, interpretation of regulations, share capital, and transfer/transmission of shares. It details restrictions on inspecting company works and the obligation of employees to sign secrecy declarations. Furthermore, it establishes that certain provisions of the Companies Act, 2013, shall apply to the company, subject to modifications by the Articles. The text also covers various aspects concerning the issuance, control, and transfer of shares, including rules for dealing with joint holders, payment of calls, and procedures for handling the death or insolvency of a member.

This section details various provisions related to the transfer, forfeiture, and alteration of shares, as well as procedures for general meetings and voting rights. It outlines conditions under which shares can be transferred, the process for forfeiting shares due to non-payment of calls, and the rights of members regarding voting. Furthermore, it specifies rules for the convening and conduct of general meetings, including quorum requirements and procedures for adjournments, as well as rules concerning the appointment of a Chairman and the exercise of voting rights.

This section details various procedural and governance aspects concerning the Board of Directors, including director numbers, retirement provisions, remuneration, and the powers of the Board. It outlines rules regarding the quorum for Board meetings, the consent required for certain resolutions, and provisions related to the incapacity of a director. Furthermore, it covers the Board's authority over financial transactions, such as paying expenses, and the rules for declaring and paying dividends.

This section details various provisions related to the winding up of the company, indemnity for officers, and various restrictions on the company's powers and transactions. It outlines specific consents required from Mr. Gopal Jain for certain major activities, such as borrowing, investment, and entering into business commitments above a certain monetary threshold. Furthermore, it specifies that certain key personnel appointments and employee remunerations require his consent. The section also covers provisions regarding the issue of sweat equity and employee stock options, as well as rules for the dematerialization of securities and investor options.

This section details various resolutions passed by the company's Board and Shareholders concerning the drafting and approval of the Draft Red Herring Prospectus across several dates. It also includes various consents and reports from different parties, such as auditors, legal counsel, and Book Running Lead Managers (BRLMs), related to the prospectus and financial statements. Furthermore, the section covers various complaints received by the company and the company's subsequent responses to these complaints. Finally, the section contains formal declarations by key company officials affirming compliance with various laws and the accuracy of the statements made in the Prospectus.

The provided section consists entirely of declarations from various directors certifying compliance with relevant laws and regulations. These declarations affirm that all relevant provisions of the Companies Act, 2013, and guidelines issued by the Government of India and the Securities and Exchange Board of India have been complied with. Furthermore, the signatories certify that no statement in the Prospectus is contrary to various acts and rules governing securities and company operations.

This section primarily contains various declarations and certifications from directors and selling shareholders affirming compliance with relevant laws and the accuracy of statements made in the Prospectus. Several individuals have certified that the statements adhere to the provisions of the Companies Act, 2013, and various SEBI regulations. Additionally, selling shareholders have confirmed the truth and correctness of statements related to their portion of the offered shares, while disclaiming responsibility for other statements made by others.

The provided section primarily consists of multiple declarations from selling shareholders confirming the truth and correctness of statements made in the Prospectus regarding themselves and the offered shares. These declarations serve to limit the responsibility of the selling shareholders for other statements made by the company or other parties. The text includes signatures and dates from various individuals, such as Ms. Sudesh Jain, Mr. Gopal Jain, Mr. Anshuman Goyal, Mr. Abhinav Jain, Mr. Sushane Chopra, and Ms. Suparna Kumar.

This section details various related party transactions categorized by nature, including advisory fees, inter-company services, and director/promoter remuneration. Significant transactions involve various Gaja Capital funds and LLP partnerships, with amounts varying across different financial years. Several transactions involve inter-company services with subsidiary companies, such as advisory services and branding fees. There are also disclosures related to director salaries, bonuses, and various inter-company loan and advance transactions with subsidiary companies.

The provided text details various related party transactions, primarily involving the company's promoters and directors, categorized by the financial year. It lists amounts in ₹ million and their corresponding percentages of total revenue from operations and total revenue. The section also directs readers to other parts of the prospectus for further details on related party transactions and transactions eliminated on consolidation.

This section primarily details various procedural aspects related to the issuance of the securities, including lists of eligible brokers, RTAs, and CDPs for ASBA forms. It also outlines the appointment of a monitoring agency, CARE Ratings Limited, as required by SEBI ICDR Regulations. Furthermore, it specifies that no credit rating agency was appointed for grading, and no debenture trustees are required for this equity share offering. The text then transitions into the allocation of responsibilities among various Business Relationship Liaisons (BRLMs) for different aspects of the offering process, such as drafting, marketing, and post-bidding activities. Finally, it details the underwriting agreement with several financial institutions to subscribe to the equity shares.

The Board of Directors comprises nine members, including a Non-Executive Chairman, a Managing Director and Chief Executive Officer, an Executive Vice-Chairman, an Executive Director, two Non-Executive Directors, and three Independent Directors, including one independent woman director. The section details the particulars of the nine directors, including their designations, addresses, occupations, tenure, and other directorships. Key managerial personnel are described with brief biographies highlighting their qualifications and professional experience.

The management section details various arrangements, borrowing powers, and terms related to the appointment and remuneration of the company's directors. It confirms that no service contracts exist with directors for benefits upon retirement or termination. The section outlines the borrowing powers of the Board of Directors, which are authorized under specific provisions of the Companies Act 2013. Furthermore, it specifies the remuneration details for the Non-Executive Chairman, Executive Vice-Chairman, Managing Director and CEO, Executive Director, and various Non-Executive and Independent Directors, including payments made by the company and its subsidiaries during Fiscal 2026.

The company has constituted several committees to oversee various operational areas, including a corporate social responsibility committee, an IPO Committee, an internal complaints committee for sexual harassment, a risk management committee, and various other committees as required by SEBI Listing Regulations and the Companies Act. The Audit Committee members include an Independent Director as Chairperson, an Independent Director as a Member, and the Managing Director and Chief Executive Officer as a Member. Furthermore, a Nomination and Remuneration Committee was formed to handle various functions related to director appointments, remuneration policies, and employee stock option schemes. A Stakeholders’ Relationship Committee was also constituted to address shareholder grievances and ensure proper handling of share transfers and dividends.

The document details the composition of the Risk Management Committee, which includes members such as Mr. Upendra Kumar Sinha (Non-Executive Chairman), Mr. Prithvi Pal Singh Haldea (Non-Executive Director), Mr. Arindam Kumar Bhattacharya (Independent Director), and Mr. Abhinav Jain (Chief Financial Officer). It also outlines the Key Managerial Personnel, identifying Mr. Abhinav Jain as the Chief Financial Officer and Ms. Ishu Jain as the Company Secretary and Compliance Officer. Senior Management includes Mr. Sushane Chopra and Mr. Dheeraj Prasad Devata, who are designated as partners. The text further clarifies various aspects regarding the relationship, compensation, and appointment changes of these personnel.

The company's promoters include Mr. Gopal Jain, Mr. Ranjit Jayant Shah, Mr. Imran Jafar, Ms. Chitra Jain, and Ms. Mona Ranjit Shah, collectively holding 61.40% of the pre-Offer issued share capital. Mr. Gopal Jain is identified as the Managing Director and Chief Executive Officer of the company. The document details various aspects of the promoters' profiles, including their directorships and other ventures, and confirms that the promoters have not disassociated from any company in the last three years. Furthermore, the company confirms that the promoters have not given material guarantees to third parties regarding equity shares and have not been declared as wilful defaulters or fraudulent borrowers.

This section details the dividend policy of the Company, which was adopted and approved by the Board on February 27, 2025. It outlines the declaration and payment of dividends on equity shares, specifying various particulars across different fiscal years. The section notes that the declaration and payment of dividends are subject to the provisions of the Articles of Association, applicable law, and SEBI Listing Regulations. Furthermore, it clarifies that the ability to pay future dividends depends on several factors, including company profits, capital requirements, growth plans, and general financial and economic conditions.