Gaja Alternative Asset Management Ltd Management Discussions

(6) Debt-to-Equity (D/E) = Total Borrowings/Net worth.

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 Red Herring Prospectus.

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 Red Herring Prospectus, along with a brief explanation of their calculation. Also see "Risk Factors—This Red Herring Prospectus 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 49.

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.

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.

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.

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.

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 285.

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.

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.

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:

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.

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 nonoccurrence 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.

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.

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.

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 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:

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 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 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 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.

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 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.

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.

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.

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.

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.

Share Based Payments

Share-based compensation benefits are provided to employees via Gaja Employee Stock Option Scheme 2025 maintained by Gaja Alternative Asset Management Limited. The fair value of options granted is recognized as an employee benefits expense with a corresponding increase in other equity. The total amount to be expensed is determined by reference to the fair value of the options granted.

The total expense is recognised over the vesting year, which is the year over which all of the specified vesting conditions are to be satisfied. At the end of each year, the entity revises its estimates of the number of awards that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the statement of profit or loss, with a corresponding adjustment to other equity.

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 reflects the current period timing differences between taxable income and accounting income and reversal of timing differences of earlier years. 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:

(i) Income from investment in equity: recognized as and when the profit is distributed or the investment is disposed.

(ii) 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.

(iii) 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.

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.

Further, our revenue from operations includes Management Fee, Carried Interest and O ther 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.

#Our Income from Sponsor Commitment was Nil in Fiscal 2025, primarily on account of a fair value loss.

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, and (vi) member and subscription expenses.

Set out below is a breakdown of our expenses, for the periods indicated.

There are no exceptional items which have been charged to the statements of profit and loss included in our Restated Consolidated Financial Statements.

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:

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.

Our total income increased by 27.97% to Rs.1,577.97 million in Fiscal 2026 from Rs.1,233.07 million in Fiscal 2025 primarily due to an increase in our revenue from operations due to increase in our other income during this period.

Revenue from operations

Our revenue from operations increased by 11.09% to Rs.1,355.31 million in Fiscal 2026 (representing approximately 85.89% of our total income in that year) from Rs.1,219.99 million in Fiscal 2025, which was primarily due to the reasons set forth below:

Management Fee

Our revenue attributable to the Management Fee increased by 4.45% to Rs.600.80 million for Fiscal 2026 from Rs.575.23 million in Fiscal 2025, primarily in line with the base capital commitments, with no significant year-on-year fluctuations.

Carried Interest

Our revenue attributable to the Carried Interest increased by 17.05% to Rs.754.11 million for Fiscal 2026 from Rs.644.26 million for Fiscal 2025, 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 other revenue decreased by 20.00% to Rs.0.40 million for Fiscal 2026 from Rs.0.50 million in Fiscal 2025, due to lower trusteeship fees in Fiscal 2026.

Other Income

Our other income increased by 1,602.29% to Rs.222.66 million in Fiscal 2026 (representing approximately 14.11% of our total income in that year) from Rs.13.08 million in Fiscal 2025, 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 increased by 100.00% to Rs. 167.43 million for Fiscal 2026 from nil in Fiscal 2025, primarily due to net increase in the fair value of the underlying investments during the year.

Other income streams

Our revenue attributable to other income streams increased by 322.25% to Rs.55.23 million for Fiscal 2026 from Rs.13.08 million in Fiscal 2025, primarily due to increase in interest income on deposits.

Our expenses increased by 9.18% to Rs.703.88 million in Fiscal 2026 (representing approximately 44.61% of our total income in that year) from Rs.644.70 million in Fiscal 2025 (representing approximately 52.28% of our total income in that year) primarily due to an increase in employee benefit expenses and other expenses.

Employee benefit expenses

Our employee benefit expense increased by 22.98% to Rs.351.24 million in Fiscal 2026 from Rs.285.61 million in Fiscal 2025, primarily due to an increase in salaries, bonuses and incentives. Our employee benefit expenses represented approximately: (i) 22.26% of our total income in Fiscal 2026, compared with 23.16% in Fiscal 2025; and (ii) 49.90% of our total expenses in Fiscal 2026, compared with 44.30% in Fiscal 2025.

Finance costs

Our finance costs increased by 348.27% to Rs.40.12 million in Fiscal 2026 from Rs.8.95 million in Fiscal 2025, primarily due to increase in the interest cost from the loan and overdraft availed by us. Our finance costs represented approximately: (i) 2.54% of our total income in Fiscal 2026, compared with 0.73% in Fiscal 2025; and (ii) 5.70% of our total expenses in Fiscal 2026, compared with 1.39% in Fiscal 2025.

Depreciation and amortization expense

Our depreciation and amortization expense increased by 21.47% to Rs.28.97 million in Fiscal 2026 from Rs.23.85 million in Fiscal 2025, primarily due to an increase in amortization on right-of-use assets which was partially offset by decrease in depreciation on property, plant & equipment. Our depreciation and amortization expense represented approximately: (i) 1.84% of our total income in Fiscal 2026, compared with 1.93% in Fiscal 2025; and (ii) 4.12% of our total expenses in Fiscal 2026, compared with 3.70% in Fiscal 2025.

Other expenses

Our other expenses decreased by 13.10% to Rs.283.55 million in Fiscal 2026 (representing approximately 17.97% of our total income in that year) from Rs.326.29 million in Fiscal 2025, primarily due to:

(i) Loss on fair value change in investments of Rs.76.37 million in Fiscal 2025, to nil in Fiscal 2026;

(ii) Travelling and conveyance by 15.42% to Rs.23.53 million in Fiscal 2026 from Rs.27.82 million in Fiscal 2025.

The decrease in the above expenses was partially offset by an increase in:

(i) Advisory fees by 18.63% to Rs.42.86 million in Fiscal 2026 from Rs.36.13 million in Fiscal 2025;

(ii) Conference & seminar cost by 91.93% to Rs.24.51 million in Fiscal 2026 from Rs.12.77 million in Fiscal 2025.

Our other expenses represented approximately: (i) 17.97% of our total income in Fiscal 2026, compared with 26.46% in Fiscal 2025; and (ii) 40.28% of our total expenses in Fiscal 2026, compared with 50.61% in Fiscal 2025.

As a result of the factors discussed above, our profit before tax for the year increased by 48.56% to Rs.874.09 million in Fiscal 2026 from Rs.588.37 million in Fiscal 2025.

Our tax expenses increased by 275.02% to Rs.54.50 million in Fiscal 2026 from ^(31.14) million in Fiscal 2025, primarily due to higher current tax charge and lower deferred tax credit in Fiscal 2026 compared to Fiscal 2025.

As a result of the factors discussed above, our profit after tax for the year increased by 32.30% to Rs.819.59 million in Fiscal 2026 from Rs.619.51 million in Fiscal 2025.

Our total income increased by 18.61% to Rs.1,233.07 million in Fiscal 2025 from Rs.1,039.60 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 Rs.1,219.99 million in Fiscal 2025 (representing approximately 98.94% of our total income in that year) from Rs.956.40 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 Rs.575.23 million for Fiscal 2025 from Rs.758.54 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 Rs.644.26 million for Fiscal 2025 from Rs.183.95 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 Rs.0.50 million for Fiscal 2025 from Rs.13.91 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 Rs.13.08 million in Fiscal 2025 (representing approximately 1.06% of our total income in that year) from Rs.83.20 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 Rs.69.32 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 Rs.13.08 million for Fiscal 2025 from Rs.13.88 million in Fiscal 2024.

Our expenses increased by 31.62% to Rs.644.70 million in Fiscal 2025 (representing approximately 52.28% of our total income in that year) from Rs.489.81 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 Rs.285.61 million in Fiscal 2025 from Rs.216.65 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 Rs.8.95 million in Fiscal 2025 from Rs.11.52 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 Rs.23.85 million in Fiscal 2025 from Rs.14.42 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 Rs.326.29 million in Fiscal 2025 (representing approximately 26.46% of our total income in that year) from Rs.247.22 million in Fiscal 2024, primarily due to:

(i) Increase in legal and professional charges by 63.65% to Rs.124.05million in Fiscal 2025 from Rs.75.80 million in Fiscal 2024;

(ii) Increase in expense related to fair value change in investments to Rs.76.37 million in Fiscal 2025, from nil in Fiscal 2024.

The increase in the above expenses was partially offset by a decrease in:

(i) Consultancy fees by 48.50% to Rs.36.13 million in Fiscal 2025 from Rs.70.15 million in Fiscal 2024;

(ii) Travelling and conveyance by 11.09% to Rs.27.82 million in Fiscal 2025 from Rs.31.29 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.

As a result of the factors discussed above, our profit before tax for the year increased by 7.02% to Rs.588.37 million in Fiscal 2025 from Rs.549.79 million in Fiscal 2024.

Our tax expenses decreased by 130.42% to Rs.(31.14) million in Fiscal 2025 from Rs.102.37 million in Fiscal 2024, primarily due to a decrease in deferred tax and current tax for Fiscal 2025.

As a result of the factors discussed above, our profit after tax for the year increased by 38.46% to Rs.619.51 million in Fiscal 2025 from Rs.447.42 million in Fiscal 2024.

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 March 31, 2026, we had Rs.710.74 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 Red Herring Prospectus. In addition, we have a loan against securities (LAS) facility and overdraft facility against deposits 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.

The table below sets forth our cash flows for the periods indicated:

Cash flows from operating activities

The net cash flow used in operating activities for Fiscal 2026 was Rs.149.82 million, while profit before tax was Rs.874.09 million. The difference was attributable primarily to change in fair value of investment, i.e., income from Sponsor Commitment/investments in funds of Rs.167.43 million and working capital changes with an increase in other financial assets of Rs.301.65 million followed by an increase in other bank balances of Rs.350.10 million and an increase in other assets of Rs.97.94 million.

Cash flows from investing activities

The net cash flow used in investing activities in Fiscal 2026 was Rs.1,087.30 million, which was attributable primarily to acquisition of investments (primarily being Sponsor Commitment) of Rs.1,053.03 million and acquisition of property, plant and equipment including intangible assets and capital work in progress of Rs.57.51 million. These were partially offset by interest received of Rs.20.62 million.

Cash flows from financing activities

The net cash flow generated in from financing activities in Fiscal 2026 was Rs.1,516.17 million, which was attributable primarily to issue of equity shares of Rs.1,250.00 million and net proceeds from borrowings of Rs.376.94 million, which was partially offset by dividend payouts of Rs.56.34 million.

Cash flows from operating activities

The net cash flow used in operating activities in Fiscal 2025 was Rs.87.54 million, while profit before tax was Rs.588.37 million. The difference was attributable primarily to working capital changes with an increase in trade receivables of Rs.686.73 million. These were partially offset by an increase in trade payables of Rs.74.48 million.

Cash flows from investing activities

The net cash flow generated from investing activities in Fiscal 2025 was ^141.99 million, which was attributable primarily to proceeds from investments of Rs.138.08 million and interest received of Rs.8.27 million. These were partially offset by acquisition of property, plant and equipment including intangible assets of Rs.4.36 million.

Cash flows from financing activities

The net cash flow used in financing activities in Fiscal 2025 was Rs.67.63 million, which was attributable primarily to dividend paid of Rs.52.08 million, payment of lease liabilities (including interest on lease payments) of Rs.16.75 million and payment of interest of Rs.3.36 million, which was partially offset by net proceeds from borrowings of Rs.4.56 million.

Cash flows from operating activities

The net cash flow generated from operating activities in Fiscal 2024 was Rs.208.91 million, while profit before tax was Rs.549.79 million. The difference was attributable primarily to change in fair value of investment, ie., income from Sponsor Commitment/investments in funds of Rs.69.32 million, interest income from financial assets of Rs.6.25 million and exchange difference of Rs.1.62 million. These were partially offset by depreciation and amortization on property, plant and equipment and intangibles of Rs.2.43 million, amortization on right to use assets of ^11.99 million, interest expense on borrowings of Rs.5.50 million and provision for employee benefits of Rs.3.20 million.

Further there were also working capital changes including increase in trade receivables of Rs.273.65 million, increase in other assets of Rs.19.81 million, decrease in other financial liabilities of Rs.4.27 million. These were partially offset by decrease in other financial assets of Rs.1.04 million, increase in trade payables of Rs.3.77 million, increase in other liabilities of Rs.2.28 million and increase in provisions of Rs.4.61 million.

Cash flows from investing activities

The net cash flow used in investing activities in Fiscal 2024 was Rs.61.86 million, which was attributable primarily to acquisition of investments (primarily being Sponsor Commitment) of Rs.52.43 million and acquisition of property, plant and equipment including intangible assets of Rs.16.23 million. These were partially offset by interest received of Rs.6.25 million.

Cash flows from financing activities

The net cash flow used in financing activities in Fiscal 2024 was Rs.55.87 million, which was attributable primarily to dividend paid of Rs.51.04 million, net proceeds from borrowings of Rs.8.07 million, payment of lease liabilities (including interest on lease payments) of Rs.13.84 million, payment of interest of Rs.4.03 million and processing fees on borrowings paid of Rs.0.61 million, which was partially offset by inflows from issue of equity shares of Rs.21.72 million.

As of March 31, 2026, our outstanding borrowings aggregated to Rs.415.56 million. The table below sets forth details of our outstanding borrowings as of March 31, 2026.

*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 52.

As of the date of this Red Herring Prospectus, our Company and our Subsidiaries have not obtained any credit ratings.

The table below sets forth our undiscounted contractual maturities of significant financial liabilities as of March 31, 2026. 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.

f million)

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.

Set out below are our contingent liabilities and commitments as of March 31, 2026.

Contingent Liabilities

1. Step-down subsidiary Gaja Advisors Ltd. (Mauritius) has a contingent liability payable to the certain fund investors, which is based on the realization of carried interest income which is recoverable from Gaja Capital Fund I Ltd. The recovery of such carried interest is contingent in nature, and the estimated amount of liability as at March 31, 2026 is Rs. 126.59 million (Previous year: March 31, 2025 - Rs.154.00 million).

2. 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 29th September 2025, raising an outstanding demand of USD 153,563 (Rs.14.54 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.

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 conditionon page 52. For further details of the contingent liabilities of our Company, see "Summary of Contingent Liabilities" on page 72.

Except as disclosed in our Restated Consolidated Financial Statements included in this Red Herring Prospectus, 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.

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, sale of services (in the form of advisory services, trustee fees and fund set up fees), finance cost, legal and professional charges and rent paid. 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 Fiscals 2026, 2025 and 2024, constituted 102.76%, 113.74% and 106.00%, 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 332 and 28, respectively.

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.

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.

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.

Our business is not subject to seasonal variations.

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 332.

Other than as described in this Red Herring Prospectus, there are no business segments in which we operate.

There are no recent accounting changes which would have been applicable to our Company from April 1, 2026.

Other than as described below and elsewhere in this Red Herring Prospectus, 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.

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 344 and 20, respectively. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

Other than as described in this Red Herring Prospectus, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues.

For information on our competitive conditions and our competitors, see "Risk Factors", "Industry Overview and "Our Business on pages 20, 146 and 218.

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.

As a corrective measure to the above adverse remarks, our Company has now fully implemented an accounting software with an audit trail feature with effect from August 28, 2025. For Fiscal 2026, such facility has operated throughout the year for all the relevant transactions recorded in the software except for the period from April 01, 2025 to August 27, 2025 where feature was not enabled. However, our Company has effective control mechanism over monitoring of the data and access to such data through routine checks and internal compliances. Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled in the Fiscals 2026, 2025 and 2024.

Also see, "Risk Factors—The auditors report to the standalone financial statements of our Company as of and for the Fiscals ended March 31, 2026 and 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 Fiscals ended March 31, 2026, 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. " on page 26.

Except as disclosed elsewhere in this Red Herring Prospectus, to our knowledge, no circumstances have arisen since March 31, 2026 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.