OPERATIONS
In this Updated Draft Red Herring Prospectus-I, unless the context otherwise indicates, requires or implies, any reference to "the Company" or "our Company" refers to Gaja Alternative Asset Management Limited, on a standalone basis, and any reference to "we", "us" or "our" is a reference to our Company collectively with our Subsidiaries, on a consolidated basis, as of and for the relevant years covered by the Restated Consolidated Financial Statements.
The following discussion and analysis is intended to convey the managements perspective on our financial condition and results of operations as of, and for the six-month period ended September 30, 2025 and as of and for the financial years ended and the financial years ended, March 31, 2025, March 31, 2024 and March 31, 2023. The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Updated Draft Red Herring Prospectus-I, including the information contained in "Risk Factors", "Industry Overview", "Our Business" and "Restated Consolidated Financial Statements" on pages 39, 157, 224 and 291, respectively, as well as financial and other information contained in this Updated Draft Red Herring Prospectus-I as a whole.
Our financial year ends on March 31 of each year, and references to a particular Financial Year or Fiscal are to the 12-month period ended March 31 that year, unless the context indicates otherwise.
Unless otherwise stated or the context otherwise requires, the financial information as of, and for the six-month period ended September 30, 2025 and as of and for the financial years ended, March 31, 2025, March 31, 2024 and March 31, 2023 included in this section has been derived from the Restated Consolidated Financial Statements included in this Updated Draft Red Herring Prospectus-I on page
291. We have also included various financial and operational performance indicators in this Updated Draft Red Herring Prospectus-I, some of which have not been derived from the Restated Consolidated Financial Statements. The manner of calculation and presentation of some of the financial and operational performance indicators, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Also see "Risk Factors?€”This Updated Draft Red Herring Prospectus- I includes certain Non-GAAP Measures, financial and operational performance indicators and other industry measures related to our operations and financial performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian alternative asset management industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies" on page 69.
Some of the information in this section, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. You should read "Forward-Looking Statements" and "Risk Factors" on pages 38 and 39, respectively, for a discussion of the risks and uncertainties related to those statements that may affect our business, financial condition or results of operations.
Unless stated otherwise, industry and market data used in this section have been extracted from the Crisil Report, which was prepared and issued by Crisil Intelligence, which was exclusively commissioned and paid for by our Company for the purposes of the Offer. The industry related data included in this section may have been re-ordered by us for the purposes of presentation, however, there are no parts, data or information (which may be relevant for the Offer) that has been left out in any manner. A copy of the Crisil Report will be available on the Companys website at www.gajacapital.com from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Also see "Certain Conventions, Presentation of Financial, Industry and Market Data" on page 35.
OVERVIEW
We are a well-established alternative asset management company, in terms of vintage, with 20 years of experience. We act as an investment manager to India focused funds, including category II and category I alternative investment funds (" AIFs ") and also act as advisors to offshore funds, which provide capital to companies in India.
We are an experienced, independent and home-grown alternative asset management company (" AMC "). With over two decades of experience in alternative asset management, we have navigated various investment cycles across the funds managed and advised by us. As an independent alternative AMC, we are not sponsored or owned by any financial institution, corporate group, or global firm and our ownership structure is predominantly held by our leadership team. The home-grown character of our Company is rooted in the backgrounds of our Promoters and senior management, all of whom have developed their careers in India and are Indian citizens.
The portfolio of investments across the funds managed and advised by us, has been focused on various sectors, including,
EEE, financial services, consumer and digital technology. The chart below sets forth our business model:
For further details in relation to our corporate and fund structure, see " Our Business?€”Description of our Business?€”Fund Structure " on page 238.
We have been consistently profitable and between Fiscals 2023 and 2025, our profit after tax grew at a CAGR of 22.53%. The table below sets forth certain financial performance indicators as of and for the periods indicated:
| Particulars | For the six- month period ended September 30, 2025 | As of and for Fiscal | ||
| 2025 | 2024 | 2023 | ||
| Total Income (Rs million) | 1,103.75 | 1,233.07 | 1,039.60 | 1,136.29 |
| Profit/(loss) after tax for the year/period (Rs million) | 620.87 | 619.51 | 447.42 | 412.61 |
| PAT Margin (%) | 56.25 | 50.24 | 43.04 | 36.31 |
| Cash and Cash equivalents | 917.98 | 252.82 | 237.00 | 116.31 |
| Total Net Worth (Rs million) | 5,745.53 | 3,889.67 | 3,318.77 | 2,873.51 |
We derive our income primarily from three income streams (i) Management Fee; (ii) Carried Interest; and (iii) Income from Sponsor Commitment. The chart below sets forth the breakdown of our income streams:
?‚? Management Fee: It is the fee that we receive for providing management and advisory services to funds. Our Management Fee is a function of the size of a fund and is applicable on the capital committed/invested by external investors to the funds.
?‚? Carried Interest: It is the performance linked share of profits generated by the funds managed and advised by us and is a function of the respective funds net IRR. Carried Interest is calculated on a fund as a whole and not on an investment-by-investment basis.
?‚? Income from Sponsor Commitment: These gains are the capital gains earned on our capital commitment as a sponsor to the funds managed and advised by us and are a function of the gross Multiple on Invested Capital ("MOIC") of a fund.
Further, prospective investors in the Equity Shares of our Company ( i.e. , Gaja Alternative Asset Management Limited) should note that after Allotment of Equity Shares pursuant to the Offer, they will be shareholders of the AMC entity ( i.e. , Gaja Alternative Asset Management Limited) and not investors in the funds managed and advised by us, and therefore, shall not receive any returns, distributions, or profits arising from the performance of such funds, except to the extent of dividends declared by our Company from its own profits.
All the income generated from the funds managed and advised by us, across the three income streams, is received in its entirety by us. Our objective has been to capture the economic value generated by the funds managed and advised by us within our Company, with the goal of enhancing our enterprise value and strengthening our balance sheet.
On the expenditure side, team compensation forms a substantial share of our expenses and other major expenses include our fund-raise and business development costs. Our business has demonstrated significant operating leverage and efficiency through consistent improvement in profit margins and between Fiscals 2023 and 2025 , our PAT Margins have improved from 36.31% to 50.24%.Our operating leverage comes from a calibrated growth in our employee base and management of our expenses, while our operating efficiency is a result of low cost of fund raising and leveraging equity ownership as a tool to compensate a majority of our senior leadership.
Our business model does not require substantial investment in fixed assets; however, certain aspects of our operations are capital-intensive. As a manager or sponsor of an AIF, we are required to have a continuing interest in such AIF in the form of an investment, i.e. , Sponsor Commitment. A high contribution as a sponsor reflects our commitment and confidence in the long-term success of the funds managed and advised by us, and further aligns our interests with the LPs through greater skin-in-the game and reduced cost of fund-raising. In addition, we have in the past leveraged our balance sheet to warehouse investment in a portfolio company for Fund IV, which we believe enhanced our proposition to prospective LPs. We have also used our balance sheet capital to bolster the deal flow for the funds managed and advised by us by investing in third party funds. For further details, see " Our Business ?€” Major Uses of Capital " on page 242.
We were incorporated in 1999 as View Advisors Private Limited. These were the early years of Indias alternatives ecosystem when private equity funds started investing in the Indian market, shortly after the liberalization of the economy in early 1990s. (Source: Crisil Report) We subsequently re-branded ourselves as " Gaja Capital " with the objective to raise, and directly manage and advise, domestic and offshore funds to make private equity investments in India. The " Gaja Capital " brand focuses on combining our investment and advisory experience, and aligning our interests with those of the investors and portfolio companies of the funds managed and advised by us (" Portfolio Companies ").
We benefit from the experience of our Promoters and Executive Directors, Mr. Gopal Jain, Mr. Ranjit Jayant Shah and Mr. Imran Jafar, who have established track records in alternative asset management and private equity in India. Mr. Gopal Jain has been associated with our Company since incorporation and Mr. Imran Jafar and Mr. Ranjit Jayant Shah have been associated with our Company since 2005 and 2006, respectively. Our Promoters are supported by our core team and operating advisors group, who enable us to maintain corporate governance standards across various aspects of our operations including coverage, deal appraisal and development, and portfolio management. As of September 30, 2025, our senior leadership comprised three Executive Directors, Chief Financial Officer and Senior Management, who have, on an average, been with our Company for 17 years. For further details, see " Our Management " and " Our Business ?€” Team and Human Resources " on pages 265 and 246, respectively.
The AUM for alternative investments in India is expected to grow at 31-33% between March, 2025 and March, 2030 and reach Rs53-56 trillion by March, 2030. ( Source: Crisil Report ). The mid-market category, comprising deal sizes of Rs500- 2,500 million, saw its market share increase to 19% by volume and 14% by value in Fiscal 2025, up from 16% and 12% in Fiscal 2020, respectively. It is expected that the share of mid-market within PE investments will rise further and at a faster rate. ( Source: Crisil Report )
With our extensive experience in the mid-market segment, we have developed a differentiated alpha-oriented strategy for the funds managed and advised by us, with a focus on an invest-and-collaborate approach to add value to the Portfolio Companies. Our investment strategy focuses on specific aspects of a Portfolio Company, including, (i) product, (ii) sales,
(iii) human resources, and (iv) financial management. Given our experience and customized investment strategy for the needs of the mid-market segment, we believe we are positioned to benefit from the projected growth in the alternative asset management industry in India. For further details, see " Our Business?€”Our Strategies ?€” Capitalize on the growth of the AIF segment and deepen our focus on high-growth sectors in the mid-market segment in the Indian economy " on page 235.
Our ability as an investment manager and advisor is demonstrated by the consistent performance of the funds managed and advised by us. We commenced our initial investment management and advisory operations with a set of four investments made on a deal-by-deal basis between 2005 and 2007 (" Prior Investments "). Following the Prior Investments, we formed Fund II in 2007 and Fund III in 2015. The latest fund, Fund IV (collectively with Fund II and Fund III, the " Gaja Capital Funds ") was formed in 2021. The Gaja Capital Funds have demonstrated consistent growth with the fund size of each subsequent fund larger than the preceding fund. Our long-standing relationships with LPs have been instrumental in helping us establish multiple funds. The LPs of the Gaja Capital Funds are spread across more than 20 countries including India, the United States, Europe and the Middle East.
In addition to growing capital commitments, we have focused on the performance of the funds managed and advised by us, as a tool to drive the enterprise value of our Company. We have managed and advised the Gaja Capital Funds through various stages, including fund-raising, investment and deployment of funds, portfolio management and exits from Portfolio Companies with a 3.3x average MOIC across the Prior Investments and the Gaja Capital Funds.
Our commitment to the Gaja Capital Funds is reflected in the high level of Sponsor Commitment we have made in the Gaja Capital Funds. The SEBI AIF Regulations prescribe threshold for sponsor commitment, which stands at 2.5% of the overall fund corpus or Rs50.00 million, whichever is lower. As of September 30, 2025, we had committed approximately Rs2,740.00 million, i.e. , 6.41% of the total size of the Gaja Capital Funds, as Sponsor Commitment in the Gaja Capital Funds, which is substantially above the prescribed regulatory thresholds.
SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our ability to establish new funds
Our ability to establish new funds is influenced by a variety of factors, including market conditions, investor appetite, regulatory compliance, and the strength of our industry relationships. Further, the launch of new funds is also contingent on other macroeconomic conditions and factors affecting the attractiveness of the alternative investments. However, the process of launching new funds requires significant time and resources, and may be delayed or impacted by factors such as changes in market conditions or investor sentiment. Additionally, the success of new funds is contingent on our ability to identify investment opportunities that align with our strategic objectives, as well as our capacity to raise capital from the Limited Partners.
Our ability to establish new funds also impacts our revenue streams as an increase in the number of funds we establish will grow the management fee we earn. Our revenue model includes (i) Management Fee; (ii) Carried Interest; and (iii) Income from Sponsor Commitment. For further details, see " Our Business?€”Description of our Business?€”Income Streams " on page 240.
Management Fee is the fee that we receive in exchange for providing a fund with management services and is calculated based on the overall amount of capital committed to a particular fund and is generally fixed at two percent in proportion to the size of the fund. Carried Interest is the performance linked share of profits generated by the funds managed and advised by us and is a function of the respective funds net IRR. Income from Sponsor Commitment represents the capital gains earned on our capital commitment as a sponsor to funds and is a function of the gross MOIC of a fund. The table below sets out the breakdown of our total income which includes (i) Management Fee, (ii) Carried Interest (iii) other revenue,
(iv) Income from Sponsor Commitment and (v) other income streams.
| Particulars | Six-month period ended September 30, 2025, | For the Financial Year ended, | ||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | |
| Revenue from Operations | ||||||||
| Management Fee | 294.19 | 26.65 | 575.23 | 46.65 | 758.54 | 72.96 | 552.53 | 48.63 |
| Carried Interest | 698.60 | 63.29 | 644.26 | 52.25 | 183.95 | 17.69 | 0.00* | 0.00* |
| Particulars | Six-month period ended September 30, 2025, | For the Financial Year ended, | ||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | |
| Other revenue | 0.25 | 0.02 | 0.50 | 0.04 | 13.91 | 1.34 | 5.59 | 0.49 |
| Other Income | ||||||||
| Fair value change in investment i.e. , Income from Sponsor Commitment/inve stments in funds | 92.78 | 8.41 | 0.00 # | 0.00 # | 69.32 | 6.67 | 566.06 | 49.82 |
| Other income streams | 17.93 | 1.62 | 13.08 | 1.06 | 13.88 | 1.34 | 12.11 | 1.07 |
* Our revenue attributable to the Carried Interest was Nil in Fiscal 2023, primarily due to no change in the realization of our Carried Interest from Fund II in Fiscal 2023.
# Our Income from Sponsor Commitment was Nil in Fiscal 2025, primarily on account of a fair value loss.
The growth in our Management Fee primarily depends on our ability to establish new and larger funds. Delays or reductions in fund sizes for future funds may impact our management fee pool in the coming years. The alternative asset management industry operates in a highly competitive environment, driven by the increasing demand for high yield investments and risk adjusted returns. Our business competes with other alternative investment funds, venture capital funds, private equity funds, specialized investment funds, hedge funds, corporate buyers, traditional asset managers and other financial institutions. In order to maintain a competitive edge, we emphasize innovation, strategic partnerships, and strong risk management frameworks. (Source: Crisil Report) Any changes to our future funds fee structure, whether due to regulatory reasons or increased competition, could affect our revenue growth and our ability to earn our management fee by establishing new funds.
The Carried Interest we earn is proportional to the net profits generated by the funds managed and advised by us, subject to a minimum IRR threshold. Unfavorable performance or our inability to effectively manage the current or future funds in line with our growth strategies may result in a reduction in the carried interest stream of our total income. Further, any changes to the terms of the future funds could also have an impact on the carried interest generated from the funds, thereby impacting our revenue growth.
Income from Sponsor Commitment is a direct function of the gross returns generated from a fund. Any underperformance of the funds (in gross MOIC terms) will impact our revenue attributable to Income from Sponsor Commitment. Further, any reduction in our share of Sponsor Commitment to the future funds that we may establish could adversely impact this revenue stream.
Since a significant portion of our total income is contingent upon the performance of the funds managed and advised by us, any unfavorable returns from such funds may result in a reduction of our total income. Also see "Risk Factors?€”The alternative asset management business is highly competitive." and "Risk Factors?€”The historical returns attributable to the funds managed and advised by us should not be considered as indicative of the future results of such funds or of the future funds and the returns we may generate may be prolonged on account of the nature of these funds and may not be similar to what we may have generated historically." on pages 58 and 40, respectively.
Our ability to execute our growth strategies
Our ability to execute our growth strategies effectively is critical for increasing our revenue, expanding our product strategies and enhancing the long-term value of the Gaja Capital Funds and the future funds that we may establish. Our growth strategies, are tailored to capitalize on emerging market trends, diversify our asset base, and maximize returns for the investors of the funds managed and advised by us. The ability to navigate our growth strategies requires an understanding of market dynamics, robust operational infrastructure and a team capable of executing on high-impact decisions. Moreover, effectively executing our growth strategies will enhance our reputation and foster investor confidence, which is essential for raising additional capital for the funds managed and advised by us and launching new funds.
We have launched a new fund in the secondaries investment class with a focus on providing general partner (" GP ") solutions and buy portfolio of assets from other GPs (" Secondaries " and such fund the " Secondaries Fund "). The new Secondaries Fund is headed by an experienced chief executive officer with more than seven years of experience in the global Secondaries market. We believe diversification into Secondaries offers itself as an opportunity due to industry tailwinds, and we intend to leverage our demonstrated experience and existing industry relationships to further augment
our Secondaries business. Any shortfalls on our ability to raise, deploy and manage the Secondaries Fund may impact our total income and profits after tax in the coming years. For further details, see " Objects of the Offer ?€” Investing towards our Sponsor Commitment in certain existing funds, new funds and Bridge Loan Amount: (a) balance Sponsor Commitment in Fund IV; (b) Sponsor Commitment in the proposed Fund V; and (c) Sponsor Commitment in the Secondaries Fund " and " Risk Factors ?€” We may be unable to manage our growth or to successfully implement our business strategies. Our revenue from operations was Rs993.04 million and Rs1,219.99 million for the six-month period ended September 30, 2025 and Fiscal 2025, respectively. " on page 124 and 50, respectively.
Our ability to maintain lower levels of fund-raising costs
We raise capital from third-party investors, both domestic and overseas, for the funds managed and advised by us. Our ability to raise capital from the Limited Partners depends on a number of factors, including, the performance of a particular fund, including its historical rate of returns, the performance of the markets and general economic conditions, applicable regulations in India regarding investments including the FDI Policy and FEMA Rules, and investment policies to which such Limited Partners are subject. Our Limited partners include fund of funds managers, alternative asset managers, HNIs, UHNIs, sovereign wealth funds, pension funds, insurance companies and family offices, located across India, United States, Europe and the middle East. As of September 30, 2025, out of the 297 Limited Partners associated with us, 139 were located in India and 158 were located outside India.
We have traditionally relied on our proprietary network of advisors, industry participants and existing investors to raise funds at lower costs. This has helped us manage our total cost of raising funds, as the share of funds raised via distributors (including brokers and wealth managers) is relatively low. Any impact on our ability to raise future funds in a similar manner, whether due to change in mix of funds raised through distributors or on account of change in commission structure, could have an adverse impact on our profitability. Also see "Risk Factors?€”Our inability to raise sufficient capital from Limited Partners or their inability to honor capital calls in relation to the funds managed and advised by us could adversely affect our results of operations, financial condition and cash flows." and "Risk Factors?€”We are subject to certain risks associated with the actions of our third-party distributors. Any mismanagement in handling our relationships with our distributors (i.e., placement agents) could adversely affect our business, financial condition and results of operations. We have raised 844.92 million and Rs1,676.76 million funds through our distributors in the Fiscals 2024 and 2023, respectively" on pages 43 and 56.
Our ability to retain our employees and optimize operating expenses
The alternative asset management business is highly competitive where the value addition by our experienced employees is a distinguishing factor and sets us apart from our competitors in the alternative asset management industry. Our employees are key to our success and we believe that our success depends to a large extent upon their continued efforts and services, and we rely significantly on their experience. In the future, we may also be required to increase our levels of compensation or otherwise incentivize our Key Managerial Personnel and Senior Management in order to remain competitive, and attract skilled and experienced professionals. However, it can be difficult and expensive to attract and retain talented and experienced employees.
We create long-term alignment with our Key Managerial Personnel and Senior Management through equity ownership in our Company. This structure has helped us with retention of our senior employees and in the last three years, we have not witnessed any attrition in our KMPs and SMPs. Equity ownership helps in creating long-term value for our management, while helping us maintain lower employee benefit expenses on an annual basis. Our employee benefit expenses over the last three years have largely remained at a similar level, ranging between 20 to 23% (as a % of total income).
The table below sets out our key operating expenses for the periods indicated.
(Rs million)
| Particulars | For the six-month period ended September 30, 2025 | For the Fiscals ended | ||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| Employee Benefit Expenses | ||||||||
| Salaries, bonus and incentives | 205.99 | 18.66 | 268.66 | 21.79 | 203.92 | 19.62 | 232.32 | 20.45 |
| Provident fund | 2.17 | 0.20 | 3.96 | 0.32 | 3.74 | 0.36 | 4.45 | 0.39 |
| Other fund (NPS | 0.86 | 0.08 | 1.90 | 0.15 | 2.11 | 0.20 | 2.38 | 0.21 |
| Gratuity Expenses | 1.85 | 0.17 | 2.99 | 0.24 | 2.44 | 0.23 | 2.80 | 0.25 |
| Compensated absences | 0.32 | 0.03 | 1.31 | 0.11 | 0.76 | 0.07 | 0.20 | 0.02 |
| Employee Compensation Expenses | 5.79 | 0.52 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Leave travel allowance | 0.01 | 0.00 | 0.03 | 0.00 | 0.13 | 0.01 | 0.03 | 0.00 |
| Staff Welfare Expenses | 2.04 | 0.18 | 6.76 | 0.55 | 3.55 | 0.34 | 2.13 | 0.19 |
| Total | 219.03 | 19.84 | 285.61 | 23.16 | 216.65 | 20.84 | 244.31 | 21.50 |
Also see " Risk Factors?€”We are highly dependent on our Promoters, our Key Managerial Personnel and our Senior Management. Any inability on our part to retain or recruit skilled personnel could adversely affect our business, results of operations and financial condition " on page 53.
As we expand the size and scope of our business, the profitability of our operations will depend on our ability to optimize our operational efficiency by reducing our operating expenses as a percentage of total income, primarily employee benefit expenses.
Macroeconomic conditions and other factors in India and attractiveness of the alternative investments
A vast majority of our revenue and profits depends on the performance of the alternative investments industry. Pursuant to the recognition of AIFs as a separate asset class by the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (" AIF Regulations ") AIFs have become one of the key segments in private markets in India. ( Source: Crisil Report ).
Total commitments have been growing at a steady pace seeing a 30% CAGR between March, 2019 and March, 2025, with a total commitment of Rs13.49 trillion as on March 31, 2025. The AIF segment is expected to remain one of the fastest growing managed products categories over the next few years as more institutional investors, ultra-HNIs and high net worth individuals (HNIs) seek out differentiated products that give them an option to generate better returns on their investments. Alternative investments are expanding the market by capturing share from other asset classes, not mutual funds. Their relatively higher yields than other asset classes add to increased profitability, driving growth in the investment landscape. The AUM for alternative investments in India is expected to grow at 31-33% between March, 2025 and March, 2030 and reach Rs53-56 trillion by March, 2030. ( Source: Crisil Report ).
Short-term volatility or persistent volatility in the alternative investments industry could have an impact on investment patterns, which could have a material impact on our results of operations and financial condition. Additionally, we are also dependent on revenues from Management Fee, Carried Interest and Income from Sponsor Commitment, all of which could be influenced by the performance of the overall Indian alternative investments industry. For details of the breakdown of our revenue from operations see " Our Business?€”Description of our Business?€”Income Streams " on page 240.
Further, our Company and our Portfolio Companies are located in India, therefore, our business, financial condition, results of operations and prospects are significantly affected by general economic conditions and particularly macroeconomic conditions in India. Positive macroeconomic conditions generally support the overall economic growth, thereby accelerating the growth of our Portfolio Companies, while negative macro-economic conditions tend to adversely affect the economic growth and could impact our Portfolio Companies.
India is expected to remain one of the fastest growing economies in the world. (Source: Crisil Report) Any change in macro-economic conditions in India, including changes in interest rates, inflationary pressures, government policies or taxation and political, economic or other developments, have affected, and will continue to affect our Portfolio Companies. Since our business, is generally dependent on growth of our Portfolio Companies, any slowdown or perceived slowdown in the Indian economy or in certain regions in India could adversely impact the Portfolio Companies, which may in turn impact our cash flows and financial condition. Also see "Risk Factors?€”Any downturn in the macroeconomic environment in India could adversely affect our business, results of operations, cash flows and financial condition" on page 66.
In addition, the attractiveness of the funds that we manage relative to investments in other investment products could decrease depending on the economic conditions. This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which would adversely affect our business, revenue, results of operations and cash flow. Also see "Risk Factors?€”The alternative asset management business is highly competitive." on page 58.
Regulatory landscape and policies
The alternative asset management industry, securities market and our business are subject to extensive regulation in India by the SEBI, the RBI, and other governmental regulatory authorities. The regulatory environment in which we operate is also subject to change and we may be adversely affected as a result of new or revised legislation or regulations imposed by the governmental regulatory authorities. Compliance with many of the regulations applicable to us involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. We are also subjected to periodic reviews, requests for submission of information, audit and inspections from various regulatory agencies and are required to monitor compliance and comply with such regulations, thereby exposing us to incur substantial costs. If we are found to have violated an applicable regulation, administrative or judicial proceedings may be initiated against us that may result in censures, fines, trading bans, deregistration or suspension of our business licenses, the suspension or disqualification of our officers or employees, or other adverse consequences. While it may be possible that certain regulatory changes would be positive for some of our business operations, it may also so happen that such changes could adversely affect our financial condition and results of operations. Also see "Risk Factors?€”We, along with the funds managed and advised by us, are subject to securities regulation and any failure to comply with these regulations could subject us to penalties or sanctions." on page 44.
FINANCIAL METRICS
The table below sets forth certain key financial performance indicators as of and for the periods indicated:
| KPI | Unit | For the six-month period ended September 30, 2025 | As of and for the | ||
| Financial year ended March 31, 2025 | Financial year ended March 31, 2024 | Financial year ended March 31, 2023 | |||
| Management Fee | Rs million | 294.19 | 575.23 | 758.54 | 552.53 |
| Carried Interest | Rs million | 698.60 | 644.26 | 183.95 | 0.00 |
| Income from Sponsor Commitment/investments in funds | Rs million | 92.78 | 0.00 | 69.32 | 566.06 |
| Total Income | Rs million | 1,103.75 | 1,233.07 | 1,039.60 | 1,136.29 |
| PAT (1) | Rs million | 620.87 | 619.51 | 447.42 | 412.61 |
| PAT Margin (2) | % | 56.25 | 50.24 | 43.04 | 36.31 |
| Net Worth (3) | Rs million | 5,745.53 | 3,889.67 | 3,318.77 | 2,873.51 |
| Total Borrowings | Rs million | 408.76 | 40.02 | 35.14 | 42.35 |
| Cash and Cash Equivalents | Rs million | 917.98 | 252.82 | 237.00 | 116.31 |
| Total Assets | Rs million | 6,770.85 | 4,518.72 | 3,885.96 | 3,398.18 |
| Cost-to-income ratio (4) | % | 37.73 | 52.28 | 47.12 | 48.98 |
| Return on Equity (5)* | % | 25.78 | 17.19 | 14.45 | 15.52 |
| Debt-to-Equity (D/E) (6) | Times | 0.07 | 0.01 | 0.01 | 0.01 |
*Return on Equity (ROE) is annualised for the six month period ended September 30, 2025
Notes : KPI as identified and approved by the audit committee of the board of directors of our Company pursuant to their resolution dated December 4, 2025 and certified by Nangia & Co. LLP, Chartered Accountants, pursuant to their certificate dated December 4, 2025 (UDIN: 25406310BNULMB7069).
(1) Profit after Tax (PAT) = Profit before tax - Tax
(2) PAT Margin (%) = Profit after Tax/ Total Income
(3) Net Worth= Paid-up share capital + all reserves (accumulated remeasurement defined benefits balances and foreign currency translation reserve)
(4) Cost-to-income ratio (%) = Total Expenses/ Total Income
(5) Return on Equity (%) = PAT/ Average Net Worth
(6) Debt-to-Equity (D/E) = Total Borrowings/ Net worth
NON-GAAP FINANCIAL MEASURES
We use certain supplemental Non-GAAP Measures and certain operational performance indicators to review and analyze our financial and operating performance from period to period, to evaluate our business, and for forecasting purposes. Although these Non-GAAP Measures, financial and operational performance indicators and other industry measures are
not a measure of performance calculated in accordance with applicable accounting standards, our management believes that they are useful to an investor in evaluating us because they are widely used measures to evaluate a companys operating and financial performance. Further, our management believes that when taken collectively with financial measures prepared in accordance with Ind AS, these Non-GAAP Measures, financial and operational performance indicators and other industry measures may be helpful to investors because they provide an additional tool for investors to use in evaluating our ongoing results and trends. Presentation of these Non-GAAP Measures, financial and operational performance indicators and other industry measures should not be considered in isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in our Restated Consolidated Financial Statements set out in this Updated Draft Red Herring Prospectus-I.
These Non-GAAP Measures, financial and operational performance indicators and other industry measures are not defined under, or presented in accordance with, Ind AS and have limitations as analytical tools which indicate, among other things, that they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments; changes in, or cash requirements for, our working capital needs; and the finance cost, or cash requirements. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements. These Non-GAAP Measures, financial and operational performance indicators and other industry measures may differ from similar titled information used by other companies, including peer companies, who may calculate such information differently and hence their comparability with those used by us may be limited. Therefore, these Non-GAAP Measures, financial and operational performance indicators and other industry measures should not be viewed as substitutes for performance or profitability measures under Ind AS or as indicators of our operating performance, financial condition, cash flows, liquidity or profitability.
Set out below are definitions of, and reconciliation to GAAP measures pertaining to, certain key Non-GAAP Measures presented in this Updated Draft Red Herring Prospectus-I, along with a brief explanation of their calculation. Also see " Risk Factors?€”This Updated Draft Red Herring Prospectus-I includes certain Non-GAAP Measures, financial and operational performance indicators and other industry measures related to our operations and financial performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian mining industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies. " on page 69.
Return on Equity
We measure our performance based on our average shareholders outstanding equity using the Return on Equity. We calculate Return on Equity by dividing the profit after tax by average net worth. The table below sets out the calculation of our Return on Equity, as of the dates indicated below.
(Rs million)
| Particulars | As of and for the six-month period ended September 30, 2025 | As of March 31, | ||
| 2025 | 2024 | 2023 | ||
| Profit After Tax (A) | 620.87 | 619.51 | 447.42 | 412.61 |
| Average Net Worth (B) | 4,817.60 | 3,604.22 | 3,096.14 | 2,659.32 |
| Return on Equity % (A)/(B) | 25.78* | 17.19 | 14.45 | 15.52 |
*Annualised.
PAT Margin
PAT Margin is a measure of how much net profit is generated as a percentage of income and is calculated by dividing our profit after tax by total income during that period and is expressed as a percentage. The table below sets out the calculation of our PAT Margin, as of the dates indicated below.
(Rs million)
| Particulars | As of and for the six-month period ended September 30, 2025 | As of March 31, | ||
| 2025 | 2024 | 2023 | ||
| Profit after tax (A) | 620.87 | 619.51 | 447.42 | 412.61 |
| Total Income (B) | 1,103.75 | 1,233.07 | 1,039.60 | 1,136.29 |
| PAT Margin % (A)/(B) | 56.25 | 50.24 | 43.04 | 36.31 |
Debt to Equity Ratio
We monitor our capital and financial leverage levels using the Debt to Equity ratio. We calculate Debt to Equity ratio by dividing the total debt ( i.e. , borrowings (current and non-current)) by Net Worth. The table below sets out the calculation of our Debt to Equity ratio, as of the dates indicated below.
(Rs million)
| Particulars | As of and for the six- month period ended September 30, 2025 | As of March 31, | ||
| 2025 | 2024 | 2023 | ||
| Total borrowings (A) | 408.76 | 40.02 | 35.14 | 42.35 |
| Net Worth (B) | 5,745.53 | 3,889.67 | 3,318.77 | 2,873.51 |
| Debt to Equity Ratio (A)/(B) | 0.07 | 0.01 | 0.01 | 0.01 |
Cost to Income Ratio
Cost to Income Ratio is calculated by dividing total expenses by total income for the specified period. Total expense is as presented in the Restated Consolidated Financial Statements, excluding tax expenses. Total income is as presented in the Restated Consolidated Financial Statements, as the sum of revenue from operations and other income. The table below sets out the calculation of our Cost to Income Ratio, as of the dates indicated below.
(Rs million)
| Particulars | As of and for the six- month period ended September 30, 2025 | As of March 31, | ||
| 2025 | 2024 | 2023 | ||
| Total Expenses (A) | 416.42 | 644.70 | 489.81 | 556.55 |
| Total Income (B) | 1,103.75 | 1,233.07 | 1,039.60 | 1,136.29 |
| Cost to Income Ratio % (A)/(B) | 37.73 | 52.28 | 47.12 | 48.98 |
CRITICAL ACCOUNTING POLICIES
The preparation of our financial statements in conformity with Ind AS requires our management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Although these estimates are based upon managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. Changes in estimates are reflected in our financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to our financial statements.
Key accounting policies that are relevant and specific to our business and operations are described below. Our significant accounting policies are described in the notes to the Restated Consolidated Financial Statements in "Restated Consolidated Financial Statements" on page 291.
Material Accounting policies :
The preparation of our financial statements in conformity with Ind AS requires our management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Although these estimates are based upon managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. Changes in estimates are reflected in our financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to our financial statements.
Key accounting policies of our Company and our Subsidiaries (collectively, the " Group ") that are relevant and specific to our business and operations are described below. Our significant accounting policies are described in the notes to the Restated Consolidated Financial Statements in "Restated Consolidated Financial Statements" on page 291.
The material accounting policies applied by the Group in the preparation of its Restated Consolidated Financial Statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these restated financial statements, unless otherwise indicated.
Functional and presentation currency
The financial statements of the Group are presented in Indian Rupee (" INR" or "Rs "), which is the functional currency of the Group and the presentation currency for the financial statements. In preparing the financial statements, transactions in currencies other than the groups functional currency are recorded at the rates of exchange prevailing on the date of the transaction.
At the end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates prevailing at the end of the reporting period.
Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.
Exchange differences arising on the re-translation or settlement of other monetary items are included in the statement of profit and loss for the period.
Significant accounting judgments, estimates and assumptions
In the preparation of the financial statements, the Group makes judgements in the application of accounting policies; and estimates and assumptions which affects carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods affected.
The Group uses the following critical accounting estimates and judgements in preparation of its financial statements:
Impairment of financial assets (other than subsequent measurement at fair value)
Measurement of impairment of financial assets require use of estimates and judgements, which have been explained in the note on financial instruments under impairment of financial assets.
Useful lives of property, plant and equipment, right-of-use assets and intangible assets
The Group reviews the useful life of property, plant and equipment, right-of-use assets and intangible assets at the end of each reporting period. This reassessment may result in change in depreciation and amortization expense in future periods. The policy has been detailed in note 2(e).
Provisions and contingent liabilities
A provision is recognized when the Group has a present obligation, legal or constructive, as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
The Group uses significant judgements to assess contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past event where it is either not probable that an outflow of resources will be utilized to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.
Fair value measurements of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including Discounted Cash Flow Model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risks, credit risks and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116 "Leases". Identification of a lease requires significant judgement in assessing the lease term including anticipated renewals and the applicable discount rate. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. The Group determines whether an arrangement contains a lease by assessing whether the fulfilment of a transaction is dependent on the use of a specific asset and whether the transaction conveys the right to control the use of that asset to the Group in return for payment.
Retirement benefit obligations
The Groups retirement benefit obligations are subject to a number of assumptions including discount rates, inflation, salary growth and mortality rate. Significant assumptions are required when setting these criteria and a change in these assumptions would have a significant impact on the amount recorded in the Groups balance sheet and the statement of profit and loss. The Group sets these assumptions based on previous experience and third party actuarial advice. The assumptions are reviewed annually and adjusted following actuarial and experience changes.
Property, plant and equipment
Property, plant and equipment is stated at cost/deemed cost applied on transition to Ind AS, less accumulated depreciation and impairment losses. Cost includes all direct costs and expenditures incurred to bring the asset to its working condition and location for its intended use.
Depreciation is provided so as to write off, on a Written Down Value basis, the cost / deemed cost of property, plant and equipment to their residual value. These charges are commenced from the dates the assets are available for their intended use and are spread over their estimated useful economic lives. The estimated useful lives of assets, residual values and depreciation method are reviewed regularly and revised when necessary.
The estimated useful lives for the main categories of property, plant and equipment are:
| Name of Asset | Useful life in years |
| Furniture and fixtures | 10 |
| Office equipment | 5 |
| Vehicles | 10 |
| Leasehold improvements | 10 or lease period, whichever is lower |
Subsequent to initial recognition, property, plant and equipment with definite useful lives are reported at cost or deemed cost applied on transition to Ind AS, less accumulated amortization and accumulated impairment losses.
Intangible Assets
Intangible assets are amortized on a straight line basis over the estimated useful economic life. The Group uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use. If the persuasive evidence exists to the affect that useful life of an intangible asset exceeds ten years, the Group amortizes the intangible asset over the best estimate of its useful life. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. If there has been a significant change in the expected pattern of economic benefits from the asset, the amortization method is changed to reflect the changed pattern. Such changes are accounted for in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.
Subsequent to initial recognition, intangible assets with definite useful lives are reported at cost or deemed cost applied on transition to Ind AS, less accumulated amortization and accumulated impairment losses.
The Group as lessee
The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The Group recognizes right-
of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception comprises of the amount of initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date. Certain lease arrangements include options to extend or terminate the lease before the end of the lease term. The right-of-use assets and lease liabilities include these options when it is reasonably certain that such options would be exercised.
The right-of-use assets are subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any, and adjusted for any remeasurement of the lease liability.
The right-of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognized in the statement of profit and loss.
Lease liability is measured at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease.
Financial Instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognized in the statement of profit and loss. Trade receivables that do not contain a significant financing component are measured at transaction price.
Financial assets
Cash and bank balances
Cash and bank balances consist of: Cash and cash equivalents
Which includes cash on hand, deposits held at call with banks and other short-term deposits which are readily convertible into known amounts of cash, are subject to an insignificant risk of change in value and have original maturities of less than three months. These balances with banks are unrestricted for withdrawal and usage.
Other balances with bank
Which also include balances and deposits with banks that are restricted for withdrawal and usage. Financial assets at amortized cost Financial assets are subsequently measured at amortized cost if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value
Financial assets are measured at fair value through other comprehensive income if such financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and to sell such financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group in respect of certain equity investments which are not held for trading has made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of such equity instruments. Such an election is made by the Group on an instrument by instrument basis at the time of initial recognition of such equity investments.
These investments are held for medium or long-term strategic purpose. The Group has chosen to designate these investments in equity instruments as fair value through other comprehensive income as the management believes this provides a more meaningful presentation for medium or long-term strategic investments, than reflecting changes in fair value immediately in the statement of profit and loss.
Financial assets not measured at amortized cost or at fair value through other comprehensive income are carried at fair value through profit and loss.
Expected credit losses on financial assets:
The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Group uses judgment in making these assumptions and selecting the inputs to the expected credit loss calculation based on the Groups history of collections, customers creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.
De-recognition of financial assets
The Group de-recognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a borrowing for the proceeds received.
Financial Liabilities and Equity Instruments
Classification as debt or equity financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments : An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities : Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost, using the effective interest rate method where the time value of money is significant. Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured at amortized cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognized over the term of the borrowings in the statement of profit and loss.
De-recognition of financial liabilities
The Group de-recognizes financial liabilities when, and only when, the Groups obligations are discharged, cancelled or
they expire. Employee Benefits
Defined contribution plans
Contributions under defined contribution plans are recognized as expense for the period in which the employee has rendered service. Payments made to state managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Groups obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.
Defined benefit plans
For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuation being carried out at each year-end balance sheet date. Remeasurement gains and losses
of the net defined benefit liability/(asset) are recognized immediately in other comprehensive income. The service cost and net interest on the net defined benefit liability/(asset) are recognized as an expense within employee costs. Past service cost is recognized as an expense when the plan amendment or curtailment occurs or when any related restructuring costs or termination benefits are recognized, whichever is earlier. The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as reduced by the fair value of plan assets.
Compensated absences
Liabilities recognized in respect of other long-term employee benefits such as annual leave and sick leave are measured at the present value of the estimated future cash outflows expected to be made by our Company in respect of services provided by employees up to the reporting date using the projected unit credit method with actuarial valuation being carried out at each yearend balance sheet date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of profit and loss in the period in which they arise. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized based on actuarial valuation.
Tax Expenses
Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will be available to realize the same.
Deferred tax assets are reviewed as at each balance sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized.
Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Group is able to and intends to settle the asset and liability on a net basis.
Minimum Alternative Tax ( MAT ) under the provisions of the Income-tax Act, 1961 is recognized as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognized as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognized as an asset is reviewed at each balance sheet date and written down to the extent, the aforesaid convincing evidence no longer exists.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized.
Income from services:
Revenues from advisory services are recognized pro-rata over the period of the contract as and when services are rendered.
Income from investments:
Income on investments are recognized on accrual basis to the extent identifiable. The following specific recognition criteria is considered:
?‚? Income from investment in equity: recognized as and when the profit is distributed or the investment is disposed.
?‚? Income from investment in partnership firm: Share of profit or loss in partnership firm is recognized on annual basis, based on statement of accounts from the partnership firms.
?‚? Income from investment in unquoted funds: Is recognized based on statement of accounts received from the funds and any intermediary distributions are treated as an adjustment to the cost of investment.
Interest:
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head "other income" in the statement of profit and loss.
Dividend:
Dividend income is recognized when the Groups right to receive dividend is established by the reporting date.
Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Recent Accounting Pronouncements
No new amendments to Ind AS has been notified by the Ministry of Corporate Affairs (" MCA ") during the current financial
year.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Income
We generate income from our business through (i) revenue from operations and (ii) other income. These represent the fixed and performance-based nature of income streams, respectively.
Set forth below is a breakdown of our total income, for the periods indicated.
| Particulars | As of and for the six- month period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount (Rs million) | Percentage of total income | Amount (Rs million) | Percentage of total income | Amount (Rs million) | Percentage of total income | Amount (Rs million) | Percentage of total income | |
| Revenue from Operations | 993.04 | 89.97 | 1,219.99 | 98.94 | 956.40 | 92.00 | 558.12 | 49.12 |
| Other Income | 110.71 | 10.03 | 13.08 | 1.06 | 83.20 | 8.00 | 578.17 | 50.88 |
| Total Income | 1,103.75 | 100.00 | 1,233.07 | 100.00 | 1,039.60 | 100.00 | 1,136.29 | 100.00 |
Further, our revenue from operations includes Management Fee, Carried Interest and other revenue, whereas the other income comprises Income from Sponsor Commitment/investment in funds and others.
Set forth below is a breakdown of our revenue from operations and other income, for the periods indicated.
| Particulars | For the six-month period ended September 30, 2025 | For the Financial Year ended, | ||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | |
| Revenue from Operations | ||||||||
| Management Fee | 294.19 | 26.65 | 575.23 | 46.65 | 758.54 | 72.96 | 552.53 | 48.63 |
| Carried Interest | 698.60 | 63.29 | 644.26 | 52.25 | 183.95 | 17.69 | 0.00* | 0.00* |
| Other revenue | 0.25 | 0.02 | 0.50 | 0.04 | 13.91 | 1.34 | 5.59 | 0.49 |
| Other Income | ||||||||
| Particulars | For the six-month period ended September 30, 2025 | For the Financial Year ended, | ||||||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | (Rs million) | (%) | |
| Fair value change in investment i.e. , Income from Sponsor Commitment/inve stments in funds | 92.78 | 8.41 | 0.00 | 0.00 | 69.32 | 6.67 | 566.06 | 49.82 |
| Other income streams | 17.93 | 1.62 | 13.08 | 1.06 | 13.88 | 1.34 | 12.11 | 1.07 |
| Total Income | 1,103.75 | 100.00 | 1,233.07 | 100.00 | 1,039.60 | 100.00 | 1,136.29 | 100.00 |
* Our revenue attributable to the Carried Interest was Nil in Fiscal 2023, primarily due to no change in the realization of our Carried Interest from Fund II in Fiscal 2023.
# Our Income from Sponsor Commitment was Nil in Fiscal 2025, primarily on account of a fair value loss.
Expenses
Our expenses primarily comprise:
Employee benefit expenses
Employee benefit expenses include (i) salaries, bonus and incentives, (ii) provident fund, (iii) other fund (NPS), (iv) gratuity expenses, (v) compensated absences, (vi) employee compensation expenses, (vii) leave travel allowance, and (viii) staff welfare expenses.
Finance costs
Finance costs include (i) interest on bank overdraft, (ii) interest on term loan, (iii) interest on working capital loan, (iv) interest on taxes, (v) interest on shortfall of advance tax and TDS and (vi) interest on lease liabilities.
Depreciation and amortization expenses
Depreciation and amortization expenses include (i) depreciation on property, plant and equipment, (ii) amortization on right to use assets, (iii) amortization on intangible assets and (iv) amortization on prepaid rent.
Other expenses
Other expenses primarily include, inter alia , (i) consultancy fee, (ii) legal and professional charges, (iii) rent, (iv) travel and conveyance, (v) conference and seminar expenses, (vi) carried interest share, and (vii) member and subscription expenses.
Set out below is a breakdown of our expenses, for the periods indicated.
(Rs million, except % data)
| Particulars | For the six-month period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount | % of total expenses | Amount | % of total expenses | Amount | % of total expenses | Amount | % of total expenses | |
| Employee benefit expense | 219.03 | 52.60 | 285.61 | 44.30 | 216.65 | 44.23 | 244.31 | 43.90 |
| Finance costs | 16.89 | 4.06 | 8.95 | 1.39 | 11.52 | 2.35 | 9.17 | 1.65 |
| Depreciation and amortization expense | 10.23 | 2.46 | 23.85 | 3.70 | 14.42 | 2.94 | 15.32 | 2.75 |
| Other Expenses | 170.27 | 40.89 | 326.29 | 50.61 | 247.22 | 50.47 | 287.75 | 51.70 |
| Total | 416.42 | 100.00 | 644.70 | 100.00 | 489.81 | 100.00 | 556.55 | 100.00 |
Exceptional Items
There are no exceptional items which have been charged to the statements of profit and loss included in our Restated Consolidated Financial Statements.
Tax Expenses
Our income tax expense comprises current tax, tax related to Earlier Year, deferred tax and Mat Credit Entitlement. The following table sets forth a breakdown of our tax expenses for the periods indicated:
| Particulars | For the six-month period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount | % of total | Amount | % of total | Amount | % of total | Amount | % of total | |
| Tax Expenses | ||||||||
| Current tax | 39.09 | 58.82 | 27.35 | (87.83) | 54.87 | 53.60 | 4.60 | 2.75 |
| Tax relating to earlier years | (0.18) | (0.27) | (4.29) | 13.78 | 1.65 | 1.61 | 3.53 | 2.11 |
| Deferred tax | 27.55 | 41.45 | (54.20) | 174.05 | 45.84 | 44.78 | 158.98 | 95.12 |
| Mat Credit Entitlement | 0.00 | 0.00 | 0.00 | 0.00 | 0.01 | 0.01 | 0.03 | 0.02 |
| Total | 66.46 | 100.00 | (31.14) | 100.00 | 102.37 | 100.00 | 167.14 | 100.00 |
OUR RESULTS OF OPERATIONS
The table below sets forth, for the periods indicated, certain items from our consolidated statement of profit and loss, in each case also stated as a percentage of our total income.
(Rs million, except % data)
| Particulars | For the six-month period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount | % of total income | Amount | % of total income | Amount | % of total income | Amount | % of total income | |
| INCOME | ||||||||
| Revenue from operations | 993.04 | 89.97 | 1,219.99 | 98.94 | 956.40 | 92.00 | 558.12 | 49.12 |
| Other income | 110.71 | 10.03 | 13.08 | 1.06 | 83.20 | 8.00 | 578.17 | 50.88 |
| Total income | 1,103.75 | 100.00 | 1,233.07 | 100.00 | 1,039.60 | 100.00 | 1,136.29 | 100.00 |
| EXPENSES | ||||||||
| Employee benefit expenses | 219.03 | 19.84 | 285.61 | 23.16 | 216.65 | 20.84 | 244.31 | 21.50 |
| Finance costs | 16.89 | 1.53 | 8.95 | 0.73 | 11.52 | 1.11 | 9.17 | 0.81 |
| Depreciation and amortization expense | 10.23 | 0.93 | 23.85 | 1.93 | 14.42 | 1.39 | 15.32 | 1.35 |
| Other Expenses | 170.27 | 15.43 | 326.29 | 26.46 | 247.22 | 23.78 | 287.75 | 25.32 |
| Total expenses | 416.42 | 37.73 | 644.70 | 52.28 | 489.81 | 47.12 | 556.55 | 48.98 |
| Tax expense | ||||||||
| Current tax | 39.09 | 3.54 | 27.35 | 2.22 | 54.87 | 5.28 | 4.60 | 0.40 |
| Tax pertaining to earlier years | (0.18) | (0.02) | (4.29) | (0.35) | 1.65 | 0.16 | 3.53 | 0.31 |
| Deferred tax | 27.55 | 2.50 | (54.20) | (4.40) | 45.84 | 4.41 | 158.98 | 13.99 |
| Mat Credit Entitlement | 0.00 | 0.00 | 0.00 | 0.00 | 0.01 | 0.00 | 0.03 | 0.00 |
| Total tax expense | 66.46 | 6.02 | (31.14) | (2.53) | 102.37 | 9.85 | 167.14 | 14.71 |
| Profit after tax for the period/year | 620.87 | 56.25 | 619.51 | 50.24 | 447.42 | 43.04 | 412.61 | 36.31 |
| Other comprehensive income/loss | ||||||||
| Particulars | For the six-month period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount | % of total income | Amount | % of total income | Amount | % of total income | Amount | % of total income | |
| (a) Items that will not be reclassified subsequently to profit or loss: | ||||||||
| Remeasurement gain/(losses) on Defined Benefit Plan | 0.60 | 0.05 | (2.01) | (0.16) | (0.22) | (0.02) | 4.13 | 0.36 |
| Income tax related to items that will not be reclassified to profit & loss | (0.17) | (0.02) | 0.59 | 0.05 | 0.05 | 0.00 | (1.07) | (0.09) |
| (b) Items that will be reclassified subsequently to profit or loss: | ||||||||
| Foreign Currency Translation | 60.39 | 5.47 | 27.04 | 2.19 | 8.56 | 0.82 | 34.71 | 3.05 |
| Income tax related to items that will not be reclassified to profit & loss | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Total Other comprehensive income/(loss) for the period/year | 60.82 | 5.51 | 25.62 | 2.08 | 8.39 | 0.81 | 37.77 | 3.32 |
| Total comprehensive income for the period/year | 681.69 | 61.76 | 645.13 | 52.32 | 455.81 | 43.84 | 450.38 | 39.64 |
| Net profit attributable to: | ||||||||
| Owners of the company | 602.66 | 54.60 | 595.32 | 48.28 | 445.18 | 42.82 | 411.21 | 36.19 |
| Non-controlling interests | 18.21 | 1.65 | 24.19 | 1.96 | 2.24 | 0.22 | 1.40 | 0.12 |
| Other Comprehensive Income attributable to: | ||||||||
| Owners of the company | 60.82 | 5.51 | 25.62 | 2.08 | 8.39 | 0.81 | 37.77 | 3.32 |
| Non-controlling interests | - | - | - | - | - | - | - | - |
| Total Comprehensive Income attributable to: | ||||||||
| Owners of the company | 663.48 | 60.11 | 620.94 | 50.36 | 453.57 | 43.63 | 448.98 | 39.51 |
| Non- controlling interests | 18.21 | 1.65 | 24.19 | 1.96 | 2.24 | 0.22 | 1.40 | 0.12 |
SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2025
Income
Our total income in the six-month period ended September 30, 2025 was Rs1,103.75 million, comprising revenue from operations of Rs993.04 million and other income of Rs110.71 million.
Revenue from operations
Our revenue from operations in the six-month period ended September 30, 2025 was Rs993.04 million (representing approximately 89.97% of our total income in that period), primarily comprising Management Fee of Rs294.19 million and Carried Interest of Rs698.60 million.
Other income
Our other income in the six-month period ended September 30, 2025 was Rs110.71 million (representing approximately 10.03% of our total income in that period)¸ primarily comprising fair value change in investment, i.e. , income from Sponsor Commitment/investment in funds of Rs92.78 million and interest income on fixed deposits of Rs15.36 million.
Expenses
Our expenses for the six-month period ended September 30, 2025 were Rs416.42 million (representing approximately 37.73% of our total income in that period), primarily comprising employee benefits expenses, finance costs, depreciation and amortization expenses and other expenses.
Employee Benefits Expense
Our employee benefits expense in the six-month period ended September 30, 2025 was Rs219.03 million (which accounted for 19.84% of our total income and 52.60% of our total expenses in that period), primarily comprising salaries, bonus and incentives of Rs205.99 million, contribution to provident fund of Rs2.17 million, contribution to other funds of Rs0.86 million, gratuity expenses of Rs1.85 million, employee compensation expense of Rs5.79 million and staff welfare expenses of Rs2.04 million.
Finance Costs
Our finance costs for the six-month period ended September 30, 2025 was Rs16.89 million (which accounted for 1.53% of our total income and 4.06% of our total expenses in that period), primarily comprising interest on bank overdraft of Rs3.08 million and interest on term loan of Rs11.40 million.
Depreciation and amortization expenses
Our Depreciation and amortization expenses in the six-month period ended September 30, 2025 was Rs10.23 million (which accounted for 0.93% of our total income and 2.46% of our total expenses in that period), primarily comprising depreciation on property, plant and equipment of Rs3.20 million and amortization on right to use assets of Rs6.58 million.
Other expenses
Our other expenses in the six-month period ended September 30, 2025 was Rs170.27 million (which accounted for 15.43% of our total income and 40.89% of our total expenses in that period), primarily comprising consultancy fees of Rs2.84 million, legal and professional charges of Rs112.63 million, traveling and conveyance expenses of Rs12.13 million, conference and seminar expenses of Rs6.75 million and member & subscription expenses of Rs5.27 million.
Profit before tax for the period
Our profit before tax in the six-month period ended September 30, 2025 was Rs687.33 million.
Tax expenses
Our tax expenses in the six-month period ended September 30, 2025 was Rs66.46 million, primarily comprising current tax
Rs39.09 million and deferred tax of Rs27.55 million.
Profit for the period
Our profit for the period in the six-month period ended September 30, 2025 was Rs620.87 million¸ being 56.25% of our total income for the six-month period ended September 30, 2025.
FISCAL 2025 COMPARED TO FISCAL 2024
Income
Our total income increased by 18.61% to Rs1,233.07 million in Fiscal 2025 from Rs1,039.60 million in Fiscal 2024 primarily due to an increase in our revenue from operations which was partially offset by the decrease in our other income during this period.
Revenue from operations
Our revenue from operations increased by 27.56% to Rs1,219.99 million in Fiscal 2025 (representing approximately 98.94% of our total income in that year) from Rs956.40 million in Fiscal 2024, which was primarily due to the reasons set forth below:
Management Fee
Our revenue attributable to the Management Fee decreased by 24.17% to Rs575.23 million for Fiscal 2025 from Rs758.54 million in Fiscal 2024, primarily due to management fee received in Fiscal 2024 due on subsequent closure of Fund IV, received retrospectively from the date of the initial closure of Fund IV.
Carried Interest
Our revenue attributable to the Carried Interest increased by 250.24% to Rs644.26 million for Fiscal 2025 from Rs183.95 million for Fiscal 2024, primarily on account of realizations as well as improved visibility of realization of carried interest from the investments of Fund II.
Other revenue
Our revenue attributable to the other revenue decreased by 96.41% to Rs0.50 million for Fiscal 2025 from Rs13.91 million in Fiscal 2024, due to no fund set up fees received in Fiscal 2025.
Other Income
Our other income declined by 84.28% to Rs13.08 million in Fiscal 2025 (representing approximately 1.06% of our total income in that year) from Rs83.20 million in Fiscal 2024, which was primarily due to the reasons set forth below:
Fair value change in investment i.e. , income from Sponsor Commitment/investment in funds
Our revenue attributable to the Income from Sponsor Commitment declined by 100.00% to nil for Fiscal 2025 from Rs69.32 million in Fiscal 2024, primarily due to no net increase in the fair value of the underlying investments during the year.
Other income streams
Our revenue attributable to other income streams decreased by 5.76% to Rs13.08 million for Fiscal 2025 from Rs13.88 million in Fiscal 2024.
Expenses
Our expenses increased by 31.62% to Rs644.70 million in Fiscal 2025 (representing approximately 52.28% of our total income in that year) from Rs489.81 million in Fiscal 2024 (representing approximately 47.12% of our total income in that year) primarily due to an increase in employee benefit expenses and other expenses (primarily the fair value change in investment).
Employee benefit expenses
Our employee benefit expense increased by 31.83% to Rs285.61 million in Fiscal 2025 from Rs216.65 million in Fiscal 2024, primarily due to an increase in Salaries, Bonuses and Incentives. Our Employee benefit expenses represented approximately: (i) 23.16% of our total income in Fiscal 2025, compared with 20.84% in Fiscal 2024; and (ii) 44.30% of our total expenses in Fiscal 2025, compared with 44.23% in Fiscal 2024.
Finance costs
Our finance costs declined by 22.31% to Rs8.95 million in Fiscal 2025 from Rs11.52 million in Fiscal 2024, primarily due to decline in the interest cost from the term loan availed by us. Our finance costs represented approximately: (i) 0.73% of our total income in Fiscal 2025, compared with 1.11% in Fiscal 2024; and (ii) 1.39% of our total expenses in Fiscal 2025, compared with 2.35% in Fiscal 2024.
Depreciation and amortization expense
Our depreciation and amortization expense increased by 65.40% to Rs23.85 million in Fiscal 2025 from Rs14.42 million in Fiscal 2024, primarily due to an increase in depreciation on plant, property and equipment, in line with our depreciation policy. Our Depreciation and amortization expense represented approximately: (i) 1.93% of our total income in Fiscal 2025, compared with 1.39% in Fiscal 2024; and (ii) 3.70% of our total expenses in Fiscal 2025, compared with 2.94% in Fiscal 2024.
Other expenses
Our other expenses increased by 31.98% to Rs326.29 million in Fiscal 2025 (representing approximately 26.46% of our total income in that year) from Rs247.22 million in Fiscal 2024, primarily due to:
?‚? Increase in legal and professional charges by 54.60% to Rs117.19 million in Fiscal 2025 from Rs75.80 million in Fiscal 2024;
?‚? Increase in expense related to fair value change in investments to Rs76.37 million in Fiscal 2025, from nil in Fiscal 2024.
The increase in the above expenses was partially offset by a decrease in:
?‚? Consultancy fees by 48.50% to Rs36.13 million in Fiscal 2025 from Rs70.15 million in Fiscal 2024;
?‚? Travelling and conveyance by 11.09% to Rs27.82 million in Fiscal 2025 from Rs31.29 million in Fiscal 2024.
Our other expenses represented approximately: (i) 26.46% of our total income in Fiscal 2025, compared with 23.78% in Fiscal 2024; and (ii) 50.61% of our total expenses in Fiscal 2025, compared with 50.47% in Fiscal 2024.
Profit before tax for the year
As a result of the factors discussed above, our profit before tax for the year increased by 7.02% to Rs588.37 million in Fiscal 2025 from Rs549.79 million in Fiscal 2024.
Tax expenses
Our tax expenses decreased by 130.42% to Rs(31.14) million in Fiscal 2025 from Rs102.37 million in Fiscal 2024, primarily due to a decrease in deferred tax and current tax for Fiscal 2025.
Profit after tax for the year
As a result of the factors discussed above, our profit after tax for the year increased by 38.46% to Rs619.51 million in Fiscal 2025 from Rs447.42 million in Fiscal 2024.
FISCAL 2024 COMPARED TO FISCAL 2023
Income
Our total income decreased by 8.51% to Rs1,039.60 million in Fiscal 2024 from Rs1,136.29 million in Fiscal 2023 primarily due to an increase in our revenue from operations which partially offset the decrease in our other income during this period.
Revenue from operations
Our revenue from operations increased by 71.36% to Rs956.40 million in Fiscal 2024 (representing approximately 92.00% of our total income in that year) from Rs558.12 million in Fiscal 2023, which was primarily due to the reasons set forth below:
Management Fee
Our revenue attributable to the Management Fee increased by 37.28% to Rs758.54 million for Fiscal 2024 from Rs552.53 million in Fiscal 2023, primarily due to management fee due on subsequent closure of Fund IV, received retrospectively from the date of the initial closure of Fund IV.
Carried Interest
Our revenue attributable to the Carried Interest increased to Rs183.95 million for Fiscal 2024 from nil in Fiscal 2023, primarily on account of improved visibility of realization of carried interest from the investments of Fund II.
Other revenue
Our revenue attributable to the other revenue increased by 148.84% to Rs13.91 million for Fiscal 2024 from Rs5.59 million in Fiscal 2023, on account of increase in fund set-up fees received on the final closure of Fund IV.
Other Income
Our other income declined by 85.61% to Rs83.20 million in Fiscal 2024 (representing approximately 8.00% of our total income in that year) from Rs578.17 million in Fiscal 2023, which was primarily due to the reasons set forth below:
Fair value change in investment i.e. , income from Sponsor Commitment/investment in funds
Our revenue attributable to the Income from Sponsor Commitment declined by 87.75% to Rs69.32 million for Fiscal 2024 from Rs566.06 million in Fiscal 2023, primarily due to the impact of dilution on the value of our Sponsor Commitment in Fund IV on account of subsequent closure in the Fund. The final closure of the Fund IV was achieved on June 30, 2023 and the new commitments received upon the final closure by Fund IV had a dilution effect on the carrying value of the Fund IV units of the existing investors.
Other income streams
Our revenue attributable to other income streams increased by 14.62% to Rs13.88 million for Fiscal 2024 from Rs12.11 million in Fiscal 2023.
Expenses
Our expenses decreased by 11.99% to Rs489.81 million in Fiscal 2024 (representing approximately 47.12% of our total income in that year) from Rs556.55 million in Fiscal 2023 (representing approximately 48.98% of our total income in that year) primarily due to a decline employee benefit expenses and other expenses (primarily the legal and professional charges).
Employee benefit expenses
Our employee benefit expense decreased by 11.32% to Rs216.65 million in Fiscal 2024 from Rs244.31 million in Fiscal 2023, primarily due to reduction in Salaries, Bonuses and Incentives. Our Employee benefit expenses represented approximately:
(i) 20.84% of our total income in Fiscal 2024, compared with 21.50% in Fiscal 2023; and (ii) 44.23% of our total expenses in Fiscal 2024, compared with 43.90% in Fiscal 2023.
Finance costs
Our finance costs increased by 25.63% to Rs11.52 million in Fiscal 2024 from Rs9.17 million in Fiscal 2023, primarily due to increase in the interest cost from a new term loan availed by us. Our finance costs represented approximately: (i) 1.11% of our total income in Fiscal 2024, compared with 0.81% in Fiscal 2023; and (ii) 2.35% of our total expenses in Fiscal 2024, compared with 1.65% in Fiscal 2023.
Depreciation and amortization expense
Our depreciation and amortization expense decreased by 5.87% to Rs14.42 million in Fiscal 2024 from Rs15.32 million in Fiscal 2023, primarily due to lower depreciation on plant, property and equipment, in line with our depreciation policy. Our Depreciation and amortization expense represented approximately: (i) 1.39% of our total income in Fiscal 2024, compared with 1.35% in Fiscal 2023; and (ii) 2.94% of our total expenses in Fiscal 2024, compared with 2.75% in Fiscal 2023.
Other expenses
Our other expenses decreased by 14.09% to Rs247.22 million in Fiscal 2024 (representing approximately 23.78% of our total income in that year) from Rs287.75 million in Fiscal 2023, primarily due to a decrease in:
?‚? Consultancy fees by 10.49% to Rs70.15 million in Fiscal 2024 from Rs78.37 million in Fiscal 2023;
?‚? Legal and professional charges by 36.90% to Rs75.80 million in Fiscal 2024 from Rs120.12 million in Fiscal 2023;
?‚? Other repair and maintenance by 45.49% to Rs2.48 million in Fiscal 2024 from Rs4.55 million in Fiscal 2023; and
?‚? Communication costs decreased by 15.34% to Rs1.38 million in Fiscal 2024 from Rs1.63 million in Fiscal 2023.
The decrease in other expenses was partially offset by an increase in:
?‚? Rent by 18.77% to Rs9.43 million in Fiscal 2024 from Rs7.94 million in Fiscal 2023;
?‚? Insurance by 24.12% to Rs2.83 million in Fiscal 2024 from Rs2.28 million in Fiscal 2023;
?‚? Advertisement and business promotion by 14.58% to Rs2.75 million in Fiscal 2024 from Rs2.40 million in Fiscal 2023;
?‚? Travelling and conveyance by 13.78% to Rs31.29 million in Fiscal 2024 from Rs27.50 million in Fiscal 2023;
?‚? Conference & seminar by 25.80% to Rs11.85 million in Fiscal 2024 from Rs9.42 million in Fiscal 2023;
?‚? Donations by 37.09% to Rs11.42 million in Fiscal 2024 from Rs8.33 million in Fiscal 2023;
?‚? Payment to auditor by 90.91% to Rs2.10 million in Fiscal 2024 from Rs1.10 million in Fiscal 2023;
?‚? Office expenses by 31.50% to Rs7.43 million in Fiscal 2024 from Rs5.65 million in Fiscal 2023;
?‚? Membership & subscription by 11.00% to Rs10.90 million in Fiscal 2024 from Rs9.82 million in Fiscal 2023;
Our other expenses represented approximately: (i) 23.78% of our total income in Fiscal 2024, compared with 25.32% in Fiscal 2023; and (ii) 50.47% of our total expenses in Fiscal 2024, compared with 51.70% in Fiscal 2023.
Profit before tax for the year
As a result of the factors discussed above, our profit before tax for the year decreased by 5.17% to Rs549.79 million in Fiscal 2024 from Rs579.75 million in Fiscal 2023.
Tax expenses
Our tax expenses decreased by 38.75% to Rs102.37 million in Fiscal 2024 from Rs167.14 million in Fiscal 2023, primarily due to an decrease in profit before tax for the year as well as a decrease in deferred tax, which was partially offset by an increase in current tax.
Profit after tax for the year
As a result of the factors discussed above, our profit after tax for the year increased by 8.44% to Rs447.42 million in Fiscal 2024 from Rs412.61 million in Fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements primarily relate to our Sponsor Commitments across the Gaja Capital Funds. We have met these requirements primarily through cash flows from operations while maintaining low levels of borrowings. Cash in the form of cash on hand, balance with bank in current accounts and deposits with original maturity of less than three months together represent our cash and cash equivalents.
As of September 30, 2025, we had Rs917.98 million in cash and cash equivalents. We believe our cash flows from operations provide us sufficient liquidity to meet our present requirements and anticipated requirements for working capital for 12 months following the date of this Updated Draft Red Herring Prospectus-I. In addition, we have a loan against securities (LAS) facility in place to provide buffer in case of any additional liquidity requirements. We do not anticipate any significant requirements towards capital expenditure in the near future.
CASH FLOWS
The table below sets forth our cash flows for the periods indicated:
(Rs million)
| Particulars | As of and for the six-month period ended September 30, 2025 | Fiscal | ||
| 2025 | 2024 | 2023 | ||
| Net cash flows generated from/(used in) operating activities | (52.16) | (87.54) | 208.91 | (62.33) |
| Net cash flows generated from/(used in) investing activities | (948.33) | 141.99 | (61.86) | (143.49) |
| Net cash flows generated from/(used in) financing activities | 1,605.41 | (67.63) | (55.87) | 19.62 |
| Net increase in cash and cash equivalents | 665.16 | 15.82 | 120.69 | (172.40) |
| Cash and cash equivalents at the beginning of the year | 252.82 | 237.00 | 116.31 | 288.71 |
| Cash and cash equivalents at the end of the year | 917.98 | 252.82 | 237.00 | 116.31 |
Six-month period ended September 30, 2025
Cash flows from operating activities
The net cash flow used in operating activities in six-month period ended September 30, 2025 was Rs52.16 million, while profit before tax was Rs687.33 million. The difference was attributable primarily to working capital changes with an increase in other financial assets of Rs315.71 million and an increase in other bank balances of Rs406.44 million. These were partially offset by decrease in trade receivables of Rs239.87 million.
Cash flows from investing activities
The net cash flow used in investing activities in six-month period ended September 30, 2025 was Rs948.33 million, which was attributable primarily to acquisition of investments (primarily being the Income from Sponsor Commitment) of
Rs954.85 million and acquisition of property, plant and equipment including intangible assets of Rs2.03 million. These were
partially offset by interest received of Rs8.48 million.
Cash flows from financing activities
The net cash flow generated in financing activities in six-month period ended September 30, 2025 was Rs1,605.41 million, which was attributable primarily to issue of equity shares of Rs1,250.00 million and net proceeds from borrowings of
Rs369.27 million, which was partially offset by payment of lease liabilities of Rs8.69 million.
Fiscal 2025
Cash flows from operating activities
The net cash flow used in operating activities in Fiscal 2025 was Rs87.54 million, while profit before tax was Rs588.37 million. The difference was attributable primarily to working capital changes with an increase in trade receivables of
Rs686.73 million. These were partially offset by an increase in trade payables of Rs74.48 million.
Cash flows from investing activities
The net cash flow generated from investing activities in Fiscal 2025 was Rs141.99 million, which was attributable primarily to proceeds from investments of Rs138.08 million and interest received of Rs8.27 million. These were partially offset by acquisition of property, plant and equipment including intangible assets of Rs4.36 million.
Cash flows from financing activities
The net cash flow used in financing activities in Fiscal 2025 was Rs67.63 million, which was attributable primarily to dividend paid of Rs52.08 million, payment of lease liabilities (including interest on lease payments) of Rs16.75 million and payment of interest of Rs3.36 million, which was partially offset by net proceeds from borrowings of Rs4.56 million.
Fiscal 2024
Cash flows from operating activities
The net cash flow generated from operating activities in Fiscal 2024 was Rs208.91 million, while profit before tax was
Rs549.79 million. The difference was attributable primarily to change in fair value of investment, i.e. , income from Sponsor Commitment/investments in funds of Rs69.32 million, interest income from financial assets of Rs6.25 million and exchange difference of Rs1.62 million. These were partially offset by depreciation and amortization on property, plant and equipment and intangibles of Rs2.43 million, amortization on right to use assets of Rs11.99 million, interest expense on borrowings of
Rs5.50 million and provision for employee benefits of Rs3.20 million.
Further there were also working capital changes including increase in trade receivables of Rs273.65 million, increase in other assets of Rs19.81 million, decrease in other financial liabilities of Rs4.27 million. These were partially offset by decrease in other financial assets of Rs1.04 million, increase in trade payables of Rs3.77 million, increase in other liabilities of Rs2.28 million and increase in provisions of Rs4.61 million.
Cash flows from investing activities
The net cash flow used in investing activities in Fiscal 2024 was Rs61.86 million, which was attributable primarily to acquisition of investments (primarily being the Income from Sponsor Commitment) of Rs52.43 million and acquisition of property, plant and equipment including intangible assets of Rs16.23 million. These were partially offset by interest received of Rs6.25 million.
Cash flows from financing activities
The net cash flow used in financing activities in Fiscal 2024 was Rs55.87 million, which was attributable primarily to dividend paid of Rs51.04 million, net proceeds from borrowings of Rs8.07 million, payment of lease liabilities (including interest on lease payments) of Rs13.84 million, payment of interest of Rs4.03 million and processing fees on borrowings paid of Rs0.61 million, which was partially offset by inflows from issue of equity shares of Rs21.72 million.
Fiscal 2023
Cash flows from operating activities
The net cash flow used in operating activities in Fiscal 2023 was Rs62.33 million, while profit before tax was Rs579.75 million. The difference was attributable primarily to change in fair value of investment, i.e. , income from Sponsor Commitment/investments in funds of Rs566.06 million, interest income on financial assets of Rs1.62 million and exchange difference of Rs8.51 million. These were partially offset by depreciation and amortization on property, plant and equipment and intangibles of Rs3.40 million, amortization on right to use assets of Rs11.92 million, interest expense on borrowings of
Rs1.36 million and provision for employee benefits of Rs3.00 million.
Further there were also working capital changes including increase in trade receivables of Rs16.40 million, increase in other financial assets of Rs78.82 million, increase in other bank balances of Rs18.00 million, decrease in other liabilities of Rs13.53 million and decrease in provisions of Rs1.92 million. These were partially offset by decrease in other assets of Rs35.09 million, increase in trade payables of Rs21.58 million and increase in other financial liabilities of Rs4.37 million.
Cash flows from investing activities
The net cash flow used in investing activities in Fiscal 2023 was Rs143.49 million, which was primarily attributable to acquisition of investments of Rs141.72 million and purchase of fixed assets of Rs3.42 million. These were partially offset by interest received of Rs1.62 million.
Cash flows from financing activities
The net cash flow generated from financing activities in Fiscal 2023 was Rs19.62 million, which was attributable primarily to proceeds from borrowings (net) of Rs36.60 million, which was partially offset by payment of lease liability of Rs14.49 million, interest paid of Rs0.57 million and processing fee paid of Rs1.91 million.
FINANCIAL INDEBTEDNESS
As of September 30, 2025, our outstanding borrowings aggregated to Rs408.76 million. The table below sets forth details of our outstanding borrowings as of September 30, 2025.
(Rs million)
| Category of Borrowing | Outstanding Amount as of September 30, 2025* |
| Non- current | |
| Secured | |
| Vehicle loan | 8.34 |
| Loan against securities (LAS) facility from 360 One Prime Limited ( formerly known as IIFL Wealth Prime Limited ) (For funding sponsor commitment) | 65.77 |
| Sub-total (A) | 74.11 |
| Current | |
| Secured | |
| Vehicle Loan* | 1.33 |
| Bank overdraft facility availed from ICICI Bank | 333.32 |
| Sub-total (B) | 334.65 |
| Total (A+B) | 408.76 |
*Current maturities of long-term borrowings have been classified as current borrowings.
Also see " Risk Factors?€”Our financing arrangements contain certain restrictive covenants, and non-compliance with any of the covenants of our financing agreements could trigger an event of default. " on page 72.
CREDIT RATINGS
As of the date of this Updated Draft Red Herring Prospectus-I, our Company and our Subsidiaries have not obtained any credit ratings.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The table below sets forth our undiscounted contractual maturities of significant financial liabilities as of September 30, 2025. These obligations primarily relate to our contractual maturities of significant financial liabilities such as borrowings, trade payables and other financial liabilities. The amounts are on a gross basis and undiscounted contractual cash flow includes contractual interest payment and excludes netting arrangements.
(Rs million)
| Undiscounted contractual maturities of significant financial liabilities as of September 30, 2025 | |||||
| Particulars | On demand | Less than 1 year | 1 to 5 years | More than 5 years | Total |
| Short-term borrowings | - | 334.65 | - | - | - |
| Long-term borrowings | - | - | 74.11 | - | - |
| Trade and other payables | - | 119.63 | - | - | - |
| Lease Liabilities | - | 18.20 | 39.00 | - | - |
| Total | - | 472.48 | 113.11 | - | - |
The Company has secured loans from banks that contain loan covenants. A future breach of covenants may require the Company to repay the loan earlier than indicated in the above table.
CONTINGENT LIABILITIES AND COMMITMENTS
Set out below are our contingent liabilities and commitments as of September 30, 2025.
(Rs million)
| Contingent Liabilities and commitments | As of September 30, 2025 |
| Capital and other commitments | |
| Investment in Gaja Capital India Fund 2020 LLP | 25.20 |
| Investment in Gaja Capital India Fund 2020 | 544.80 |
| Investment in third party funds | 25.20 |
| Total | 595.20 |
Contingent Liabilities
?‚? The step-down subsidiary company Gaja Advisors Ltd, Mauritius has received an assessment order (Case No. LTD/BRNC16071739/72466/NPR) from the Mauritius Revenue Authorities on September 27, 2025, raising an outstanding demand of USD 153,653 (Rs13.64 million) in respect of carried interest income. Gaja Advisors Ltd, Mauritius has filed an appeal against the assessment order and has deposited 10% of the demand under protest with the Mauritius Revenue Authorities. The matter is currently under litigation, and the ultimate outcome is uncertain. Accordingly, the amount under dispute has been disclosed as a contingent liability, as the likelihood of outflow depends on the final decision of the appellate authority. Gaja Corporate Advisor Private Limited (Subsidiary) has given a corporate guarantee to 360 One Wealth Prime Limited for loan availed by our Company (Gaja Alternative Asset Management Limited) during the period/year.
Also see " Risk Factors?€”We have certain contingent liabilities and commitments which, if materialized, may adversely affect our results of operations, cash flows and financial condition. " on page 71.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
Except as disclosed in our Restated Consolidated Financial Statements included in this Updated Draft Red Herring Prospectus-I, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors. We do not enter into derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships 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 including our affiliates. Such transactions are for, among others, salary, consulting charges, and travel advances. In addition, we have engaged in related party transactions with our Promoters, Key Managerial Personnel and Promoter Group which primarily relate to salary, consulting charges, and travel advances. Our related party transactions (excluding related party transactions eliminated during the year) for the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, constituted 104.34%, 113.74%, 106.00% and 61.66%, respectively, as a percentage of our total income in those periods. For details, see Note 37 to our Restated Consolidated Financial Statements included in " Restated Consolidated Financial Statements " and " Risk Factors?€”We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our financial condition and results of operations " on pages 337 and 47, respectively.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various types of market risks during the normal course of business. Our performance is subject to the general economic conditions in India, the performance of the corporate sector and the financial markets. Our business is impacted by the performance of the funds that we manage. The performance of our strategies is subject to predominantly, three types of risks, currency risk, interest rate risk and equity price risk.
Exchange Rate Risk
We hold investments that are denominated in currencies other than Indian Rupee, that may be affected by movements in the rate of exchange between the Indian Rupee and with U.S. dollar.
Interest Rate Risk
We are exposed to interest rate risk as there is an overdraft credit facility. The movement of interest rates depends on several factors such as global and local economic conditions, inflation, fiscal and current account deficit, and other factors beyond our control. Any adverse impact of interest rate fluctuations can have a negative impact on our expenses.
Seasonality
Our business is not subject to seasonal variations.
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 Note 37 to our Restated Consolidated Financial Statements included in " Restated Consolidated Financial Statements " on page 337.
Business Segments
Other than as described in this Updated Draft Red Herring Prospectus-I, there are no business segments in which we operate.
OTHER QUALITATIVE FACTORS
Recent Accounting Changes
There are no recent accounting changes which would have been applicable to our Company from October 1, 2025.
Unusual or infrequent events of transactions
Other than as described below and elsewhere in this Updated Draft Red Herring Prospectus-I, to our knowledge, there have been no other events or transactions that, may be described as "unusual" or "infrequent" and which materially affect or are likely to affect our revenue from operations.
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 Financial Condition and Results of Operations" and the uncertainties described in "Risk Factors" on pages 349 and 39, respectively. To our knowledge, except as described or anticipated in this Updated Draft Red Herring Prospectus-I, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.
Future relationship between cost and income
Other than as described in this Updated Draft Red Herring Prospectus-I, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues.
Competition
For information on our competitive conditions and our competitors, see " Risk Factors ", " Industry Overview " and " Our Business " on pages 39, 157 and 224.
Statutory Auditors Qualifications or Observations
Except as stated below, the auditors report to the standalone and consolidated financial statements of our Company does not include any qualifications or adverse observations.
| Fiscal | Matter of Emphasis | Adverse Remarks |
| Six-month period ended September 30, 2025 | - | - |
| Fiscal | Matter of Emphasis | Adverse Remarks |
| 2025 | We draw your attention to Note 38(a) to the standalone financial statements which states that pursuant to the resolutions passed by the Board of Directors and shareholders in their Board Meeting and Extra-Ordinary General Meeting held on June 2, 2025 and June 5, 2025 respectively, the company has approved a bonus issue in the ratio of 2500:1. Consequently, in accordance with Ind AS 33 \u201cEarning per share\u201d, Earnings per share has been calculated after taking effect of bonus issue, despite it being a post facto event. | With effect from April 01, 2023, the Company should use the accounting software for maintaining its books of accounts which has the features of recording audit trail (edit log) throughout the year for all relevant transactions recorded in the software. However, the Company has used the accounting software for maintaining its books of accounts which did not have such features. Hence, we were unable to comment on audit trail feature of the said software at the time of finalisation of our statutory audit for financial year ended March 31, 2025. |
| We draw your attention to Note 10 to the standalone financial statements which describes that the Company has filed Pre- DRHP with SEBI and is progressing toward listing. As of March 31, 2025, Rs27.80 million of IPO-related expenses have been capitalized under \u201cOther Current Assets\u201d. These will be adjusted against securities premium upon successful completion of the IPO, as permitted under Section 52 of the Companies Act, 2013. | ||
| We draw your attention to Note 38(b) to the standalone financial statements which states that the Company holds an investment in a fund which, as at the reporting date, had a long-standing disputed recoverable under litigation in its books. In the month of April 2025, the fund received a favorable order from the Hon\u2019ble Supreme Court, and the disputed amount has also been realized. Accordingly, the fair value of the investment in fund as at March 31, 2025 considered as good and recoverable and accordingly accounted for. | ||
| We draw your attention to Note 38(d) to the standalone financial statements which states that the Board of Directors and Shareholders in their Board Meeting and Extra-Ordinary General Meeting held on June 2, 2025 and June 5, 2025 respectively introduced Gaja ESOP Scheme 2025, authorizing the Board of Directors of the Company to create, offer and grant up to 15,87,462 options to eligible employees, convertible into equivalent number of equity shares of face value of Rs5 each fully paid up. | ||
| 2024 | - | With effect from April 01, 2023, the Company should use the accounting software for maintaining its books of accounts which has the features of recording audit trail (edit log) throughout the year for all relevant transactions recorded in the software. However, the Company has used the accounting software for maintaining its books of accounts which did not have such features. Hence, we were unable to comment on audit trail feature of the said software at the time of finalisation of our statutory audit for financial year ended March 31, 2024. |
| 2023 | - | - |
As a corrective measure to the adverse remark, our Company has now fully implemented an accounting software with an audit trail feature with effect from August 28, 2025.
Also see, "Risk Factors?€”The auditors report to the standalone financial statements of our Company as of and for the Fiscal ended March 31, 2025 makes reference to certain matters of emphasis and the auditors report to the consolidated financial statements of our Company as of and for the Fiscal ended March 31, 2025 and March 31, 2024, make reference to an adverse remark. We cannot assure that our financial information for future periods will not contain such adverse remarks." o n page 45.
Significant Developments after September 30, 2025 that may affect our future results of operations are as set out below
Except as disclosed elsewhere in this Updated Draft Red Herring Prospectus-I, to our knowledge, no circumstances have arisen since September 30, 2025 that materially and adversely affect or are likely to affect our operations, trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.
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