Gaja Alternative Asset Management Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION

To,

The Board of Directors

Gaja Alternative Asset Management Limited

(Formerly known as Gaja Alternative Asset Management Private Limited)

1402, Tower 2B, One World Center Senapati Bapat Marg, Lower Parel Delisle Road, Mumbai - 400 013 Maharashtra, India

Dear Sirs,

?‚? We, Nangia & Co LLP, Chartered Accountants ("Nangia & Co LLP" or "Firm" or "we" or "us" ), have examined the attached Restated Consolidated Financial Information of Gaja Alternative Asset Management Limited (Formerly known as Gaja Alternative Asset Management Private Limited) (the "Company" or the "Holding Company") and its subsidiaries as referred in Annexure-A (the Company and its subsidiaries together referred to as the "Group") (CIN: U67190DL1999PLC099260), comprising the Restated Consolidated Statement of Assets and Liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, Restated Consolidated Statements of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the periods/years ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, and the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on November 14, 2025 for the purpose of inclusion in updated draft red herring prospectus - I ("UDRHP-I"), updated draft red herring prospectus - II ("UDRHP-II"), a red herring prospectus ("RHP") and prospectus ("Prospectus"), the "Offer Documents" as required, prepared by the Company in connection with its proposed initial public offer of equity shares ("IPO") prepared in terms of the requirements of:

?‚? Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

?‚? The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

?‚? The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Managements Responsibility for the Restated Financial Information:

?‚? The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Offer Documents to be filed with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges") where the equity shares of the Company are proposed to be listed and the Registrar of Companies, Delhi and Haryana at New Delhi ("ROC"), in connection with the proposed IPO. The Restated Consolidated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Note no. 2 (b) to the Restated Consolidated Financial Information.

?‚? The responsibility of the Board of Directors includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial

A-109, Sector-136, Noida (Delhi, NCR) - 201304, India p: + 91 120 259 8000 f: + 91 120 259 8010

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Information. The Board of Directors of the Company is also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities:

?‚? We have examined such Restated Consolidated Financial Information taking into consideration the followings:

?‚? The terms of reference and terms of our engagement letter agreed upon with you in accordance with our engagement letter dated October 31, 2024, in connection with the proposed IPO.

?‚? The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

?‚? Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

?‚? The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.

Restated Financial Information:

?‚? These Restated Consolidated Financial Information have been compiled by the management from:

?‚? Audited Special Purpose Interim Ind AS Consolidated Financial Statements of the Group as at September 30, 2025, prepared in accordance with Ind AS 34 "Interim Financial Reporting" and other accounting principles generally accepted in India, which have been approved by the Board of Directors of the Company at their meeting held on November 14 ,2025.

?‚? Audited Ind AS Consolidated Financial Statements of the Group as at March 31, 2025, prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015 (as amended) and other accounting principles generally accepted in India, which have been approved by the Board of Directors of the Company at their meeting held on August 28, 2025.

?‚? Audited Ind AS Consolidated Financial Statements of the Group as at March 31, 2024, prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015 (as amended) and other accounting principles generally accepted in India, which have been approved by the Board of Directors of the Company at their meeting held on September 27, 2024.

?‚? Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at March 31, 2023, prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015 (as amended) and other accounting principles generally accepted in India. The Special Purpose Ind AS Consolidated Financial Statements has been prepared by the management of the Company on the basis of preparation stated in Note no. 2 (b) to the Special Purpose Ind AS Consolidated Financial Statements. These Audited Special Purpose Ind AS Consolidated Financial Statements have been approved by the Board of Directors at their meeting held on June 09 ,2025.

Auditors Reports:

?‚? a. For the purpose of our examination, we have relied on Auditors reports issued by us dated: November 14, 2025 for the six month period ended September 30, 2025, August 28, 2025 for financial year ended

March 31, 2025, September 27, 2024 for the financial year ended March 31, 2024 and June 09 ,2025 for financial years ended March 31, 2023 respectively, on the audited consolidated financial statements of the Group as referred in Paragraph 5 above.

?‚? As indicated in our reports referred to above, we did not audit the financial statements of the certain subsidiaries controlled by the Holding Company as referred in Annexure B, for the financial period/years ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, whose share of total assets, total revenues and net cash flows included in the Restated Consolidated Financial Statements is tabulated below, which have been audited by other auditors and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors.

?‚? Further, one of these subsidiaries, namely, Gaja Advisors Limited (Mauritius), is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in its home country and which have been audited by other auditors under generally accepted auditing standards applicable in its home country. The Companys management has converted the financial statements of such subsidiary located and audited outside India from accounting principles generally accepted in its home country to accounting principles generally accepted in India and these conversion adjustments made by the Companys management, have been audited by a local Indian auditor in accordance with generally accepted auditing standards applicable in India.

Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the report of the other auditor and the conversion adjustments prepared by the management of the Company and audited by local Indian auditor.

Details as referred to in para 6(b) above:

(Rs. In Millions)

Particulars	Amount as on September 30, 2025	Amount as on March 31, 2025	Amount as on March 31, 2024	Amount as on March 31, 2023
Total Assets	2,676.13	1746.13	1,150.61	754.50
Revenue	860.68	923.03	559.95	332.34
Net Cash (Outflow)/ Inflow	502.68	53.44	97.93	(34.41)

Our opinion on the Restated Consolidated Financial Information has not been modified in respect of these matters.

?‚? These other auditors of the subsidiaries as mentioned above, have examined the Restated Financial Information and have confirmed to us that the restated Ind AS financial statements:

?‚? have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively for the financial period/years ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed by the Holding Company as at and for the relevant period/years ended;

?‚? does not require any adjustments for modifications as there is no modification in the underlying audit reports; and

?‚? have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

Opinion:

?‚? Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit reports submitted by other auditors for the respective period/years, we report that the Restated Consolidated Financial Information:

?‚? have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively for the financial period/years ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the relevant period/years ended, as described in Note 32 read with Note 2(b) to the Restated Consolidated Financial Information;

?‚? does not require any adjustments for modifications as there is no reservations, qualifications, adverse remarks and/or emphasis of matters, in the auditors reports on the Audited Special Purpose Interim Ind AS Consolidated Financial Statements for the six month period ended September 30, 2025, Audited Ind AS Consolidated Financial Statements for the year ended March 31, 2025, Audited Ind AS Consolidated Financial Statements for the year ended March 31, 2024 and Audited Special Purpose Ind AS Consolidated Financial Statements for the year ended March 31, 2023, which require any adjustments to the Restated Consolidated Financial Information; and

?‚? have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

?‚? The audit reports issued by us referred in paragraph 6, however included following matters which did not require any adjustment in the Restated Consolidated Financial Information:

For the year ended March 31, 2025:

?‚? Emphasis of Matters:

?‚? We draw your attention to Note 38(a) to the standalone financial statements of the Company 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 2nd, 2025 and June 5th, 2025 respectively, the company has approved a bonus issue in the ratio of 2500:1. Consequently, in accordance with Ind AS 33 "Earning per share", Earnings per share has been calculated after taking effect of bonus issue, despite it being a post facto event.

?‚? We draw your attention to Note 10 to the standalone financial statements of the Company which describes that the Company has filed Pre-DRHP with SEBI and is progressing toward listing. As of March 31, 2025, INR 278.06 lakhs of IPO-related expenses have been capitalized under "Other Current Assets". 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 of the Company 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 Honble 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 of the Company which states that the Board of Directors and Shareholders in their Board Meeting and Extra-Ordinary General Meeting held on June 2nd, 2025 and June 5th, 2025 respectively introduced Gaja ESOP Scheme 2025, authorising 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 INR 5 each fully paid up.

?‚? Other Legal and Regulatory Requirements:

The report on Other Legal and Regulatory Requirements included in the auditors report on the standalone financial statements of the Company as at and for year ended March 31, 2025 included the following modifications relating to the maintenance of audit trail and other matters connected therewith:

?‚? In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 17(g)(v) of auditors report on standalone financial statements as at and for year ended March 31, 2025 in respect to reporting under Rule 11(g);

?‚? The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 14(b) on reporting under Section 143(3)(b) of the Act and paragraph 14(g)(v) of auditors report on standalone financial statements as at and for year ended March 31, 2025 in respect to reporting under Rule 11(g); and

Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the software as described in Note 41 of standalone financial statements of the Company. Hence, we are unable to comment on audit trail feature of the said software.

For the year ended March 31, 2024:

a. Other Legal and regulatory requirements

The report on Other Legal and Regulatory Requirements included in the auditors report on the standalone financial statements of the Company as at and for year ended March 31, 2024 included the following modifications relating to the maintenance of audit trail and other matters connected therewith:

?‚? In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 14(h)(vi) of auditors report on standalone financial statements as at and for year ended March 31, 2024 in respect to reporting under Rule 11(g);

?‚? The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 14(b) on reporting under Section 143(3)(b) of the Act and paragraph 14(h)(vi) of auditors report on standalone financial statements as at and for year ended March 31, 2024 in respect to reporting under Rule 11(g); and

?‚? Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the software as described in Note 43 of standalone financial statements of the Company. Hence, we are unable to comment on audit trail feature of the said software.

Other Matters:

?‚? We have not audited any financial statements of the Group as at any date or for any period subsequent to September 30, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as at any date or for any period subsequent to September 30, 2025.

?‚? The Restated Consolidated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the audited financial statements and reports issued thereon as mentioned in paragraph 5 and 6.

?‚? We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

?‚? This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the Consolidated Financial Statements referred to herein.

?‚? We have no responsibility to update our report for events and circumstances occurring after the date of this report.

?‚? Our report is intended solely for use of the Board of Directors of the Company for inclusion in the Offer Documents to be filed with the SEBI, Stock Exchanges and ROC in connection with the proposed IPO. Our report should not be used, circulated, quoted, or otherwise referred to for any other purpose, except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Nangia & Co LLP

Chartered Accountants

Firms Registration No: 002391C/N500069

Vikas Gupta

Partner

Membership No.: 076879

Date: 14.11.2025

Place: Noida

UDIN: 25076879BMJCYK6215

Annexure- A

Details of Subsidiaries which have been part of consolidation for the periods/years ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 :

S.NO	Name of Entities	Constitution
1	Gaja Corporate Advisors Private Limited	Domestic Subsidiary Company
2	Gaja Advisors Ltd (Cayman)	Foreign Subsidiary Company
3	Gaja Advisors Ltd (Mauritius)	Foreign Step-down Subsidiary Company
4	Gaja Investments	Domestic Subsidiary Partnership Firm
5	Gaja Trustee Company Private Limited	Domestic Subsidiary Company
6	Eastgate Secondaries Limited	Foreign Step-down Subsidiary Company
7	Eastgate Secondaries Advisors LLP	Domestic Subsidiary Partnership Firm

Details of other auditors Annexure B

S.NO	Name of Entities	Name of Other Auditors	Financial years/period
1	Gaja Advisors Ltd (Cayman)	PNAM & Co LLP	FY 2022-23, FY 2023-24, FY 2024-25 and Stub period ended September 30, 2025
2	Gaja Advisors Ltd (Mauritius)	PNAM & Co LLP	FY 2022-23, FY 2023-24, FY 2024-25 and Stub period ended September 30, 2025
3	Gaja Advisors Ltd (Mauritius)	Nexia Baker & Arenson	FY 2022-23, FY 2023-24, FY 2024-25 and Stub period ended September 30, 2025
4	Gaja Investments (Partnership Firm)	PNAM & Co LLP	FY 2022-23, FY 2023-24, FY 2024-25 and Stub period ended September 30, 2025
6	Gaja Trustee Company Private Limited	PNAM & Co LLP	FY 2022-23 and Stub period ended September 30, 2025
7	Gaja Trustee Company Private Limited	Pricewaterhousecoopers LLP	FY 2023-24 and FY 2024- 25.
8	Eastgate Secondaries Limited	PNAM & Co LLP	Stub period ended September 30, 2025
9	Eastgate Secondaries Advisors LLP	PNAM & Co LLP	FY 2024-25 and Stub period ended September 30, 2025