Gaja Alternative Asset Management Limited IPO Details

1. IPO Snapshot

2. IPO Details

3. IPO Timetable

4. Issue Reservation

5. IPO Lot Size

6. About the Company

Gaja Alternative Asset Management Limited was incorporated on April 9, 1999, in New Delhi as View Advisors Private Limited. The Company subsequently changed its name to Gaja Advisors Private Limited in 2006 and then to Gaja Alternative Asset Management Private Limited in 2022. In January 2025, it was converted into a public limited company.

The Company describes itself as an alternative asset management company focused on India and the mid-market segment.

Gaja Alternative Asset Management manages and advises alternative investment funds and primarily generates income through management fees, carried interest and income from Sponsor Commitments / investments in funds.

Its historical fund platform includes Fund II, Fund III and Fund IV. As of March 31, 2026, Fund IV had made six investments and deployed 62.00% of its total capital.

The Company also operates a Secondaries strategy, which focuses on acquiring portfolios of existing private-equity assets from other general partners and providing solutions to general partners.

As of March 31, 2026, the Company had 37 personnel, including permanent and contractual staff. Its investor base comprises fund-of-funds managers, alternative asset managers, HNIs, UHNIs, sovereign wealth funds, pension funds, insurance companies and family offices.

The RHP states that Limited Partners of the Gaja Capital Funds are spread across more than 20 countries, with 63.42% of total capital commitments in these funds raised from outside India.

Services / Products

• Alternative Investment Fund Management: Management and advisory services for alternative investment funds.
• Private Equity Investment Management: Investment management and advisory activities focused on India's mid-market segment.
• Sponsor Commitments: Investment and Sponsor Commitment activities associated with the Gaja Capital Funds.
• Secondaries Strategy: Acquisition of existing private-equity fund assets from other general partners and provision of general-partner solutions.

Competitive Strengths

• Established Alternative Asset Manager: A well-established alternative asset manager with a differentiated business model.
• • Strong Fund Track Record: Track record across the Gaja Capital Funds.
• • India and Mid-Market Focus: Focus on India's alternative asset management industry and the mid-market segment.
• • Invest-and-Collaborate Approach: Focus on adding value to portfolio companies through an invest-and-collaborate approach.
• • Alignment with Investors: Alignment of interests with investors through Sponsor Commitments.
• • Experienced Management: Experienced Promoters and management team.
• • Global Investor Network: Long-standing relationships with a diverse global investor base.

7. Company Financials — Restated Consolidated Financial Information

8. Key Performance Indicators (KPI)

9. IPO Valuation

The RHP identifies qualitative factors including the Company's established alternative AMC model, track record across Gaja Capital Funds, mid-market focus, invest-and-collaborate approach, Sponsor Commitment alignment, experienced management, global investor relationships and financial growth. These are reproduced as Company-stated basis factors and are not an independent valuation opinion.

10. Peer Comparison

11. Shareholding Structure

Pre-Offer Equity Shares: 11,28,85,230. Post-Offer Equity Shares: 14,24,90,493 at the Floor Price and 14,10,10,230 at the Cap Price.

Promoters: Mr. Gopal Jain, Mr. Ranjit Jayant Shah, Mr. Imran Jafar, Ms. Chitra Jain and Ms. Mona Ranjit Shah.

12. IPO Objects of the Issue

13. Risk Factors

The RHP contains 57 numbered risk factors. The following is a categorized, concise explanation of the disclosed risks. The categories are editorial groupings for readability and are not the RHP's own risk classification.

Business & Fund Performance Risks

• Risk: Dependence on fund performance and fee / carried-interest income.

  • RHP Disclosure: The Company's income is linked to Management Fee, Carried Interest and income from Sponsor Commitments. Management Fee represented 38.07%, 46.65% and 72.96% of total income in Fiscals 2026, 2025 and 2024 respectively.
  • Potential Impact: Poor fund performance or a decline in Management Fee or Carried Interest could adversely affect revenue, profitability, cash flows and financial condition.

• Risk: Historical fund returns may not indicate future performance.

  • RHP Disclosure: The RHP states that historical returns of the funds managed and advised by the Company should not be considered indicative of future fund or Company results.
  • Potential Impact: Future returns may be lower than historical results and could affect income from funds.

• Risk: Dependence on Limited Partners and fund raising.

  • RHP Disclosure: The Company depends on Limited Partners for capital commitments and states that inability of Limited Partners to honor capital calls or inability to raise sufficient capital could affect the funds and Company.
  • Potential Impact: Failure to raise or receive committed capital could affect fund deployment, business, cash flows and financial condition.

Customer / Investor Concentration Risks

• Risk: Concentration of capital commitments among top Limited Partners.

  • RHP Disclosure: The RHP states that its top 10 Limited Partners contributed approximately 63.42% of total commitments in the Gaja Capital Funds as of March 31, 2026.
  • Potential Impact: Loss of, or reduced commitments from, important Limited Partners could affect fundraising and the Company's results.

Regulatory & Legal Risks

• Risk: Regulatory compliance and inspection risk.

  • RHP Disclosure: The Company is subject to regulations governing alternative asset management, securities markets and business operations and may face inspections, requests for information or regulatory proceedings.
  • Potential Impact: Non-compliance could result in fines, trading bans, deregistration, suspension or disqualification and could affect operations.

• Risk: SEBI AIF regulatory obligations.

  • RHP Disclosure: The Company acts as an investment manager for SEBI-registered AIFs and is subject to extensive regulatory obligations.
  • Potential Impact: Regulatory action or adverse findings could affect its ability to manage existing funds or launch new funds.

Financial, Liquidity & Commitment Risks

• Risk: Negative cash flows.

  • RHP Disclosure: The Company reported net cash used in operating activities of ₹149.82 million in FY2026 and ₹87.54 million in FY2025; investing cash flow was negative ₹1,087.30 million in FY2026.
  • Potential Impact: Extended or significant negative cash flows could affect operating needs and growth plans.

• Risk: Sponsor Commitments and contingent obligations.

  • RHP Disclosure: At March 31, 2026, disclosed net capital commitments were ₹585.80 million. The Company also disclosed contingent liabilities including ₹126.59 million related to carried-interest recoverability and a Mauritius tax demand of USD 153,563, stated as ₹14.54 million in the RHP.
  • Potential Impact: Capital calls or crystallisation of contingent liabilities could affect liquidity, cash flows and financial condition.

• Risk: Financing covenant risk.

  • RHP Disclosure: The RHP states that financing arrangements contain restrictive covenants and that total borrowings were ₹606.97 million as of June 30, 2026.
  • Potential Impact: Non-compliance could trigger an event of default; interest-rate changes may also affect borrowing costs.

Operational, Technology & Conduct Risks

• Risk: Dependence on Promoters, KMP and Senior Management.

  • RHP Disclosure: The RHP identifies dependence on key personnel and the need to retain and recruit skilled employees.
  • Potential Impact: Loss or inability to recruit key personnel could adversely affect business, operations and financial condition.

• Risk: Due-diligence and investment deployment risk.

  • RHP Disclosure: The Company states that due diligence may not reveal all relevant facts and that investments may not perform as projected.
  • Potential Impact: Failure to identify risks or unsuccessful deployment could affect the funds and Company.

• Risk: Misconduct, confidentiality and reputation risk.

  • RHP Disclosure: The RHP identifies risks from misconduct by Directors, employees, distributors and third-party service providers, including misuse of confidential information.
  • Potential Impact: Such events could cause reputational damage, regulatory fines, litigation and adverse financial effects.

Geographical & Industry Risks

• Risk: Geographic concentration of portfolio companies.

  • RHP Disclosure: As of March 31, 2026, 94.44% of the Portfolio Companies of the Gaja Capital Funds were based in India, with significant concentration in western and southern India.
  • Potential Impact: Regional economic, social, political or other events could affect portfolio companies and consequently the Company's cash flows and financial condition.

• Risk: Competition in alternative asset management.

  • RHP Disclosure: The RHP states that the Company competes with alternative investment funds, venture capital funds, private equity funds, hedge funds, corporate buyers, traditional asset managers and other financial institutions.
  • Potential Impact: Competitive pressure may affect fundraising, investment opportunities and operating performance.

• Risk: Macroeconomic risk.

  • RHP Disclosure: The Company identifies interest rates, inflation, credit availability, tax and monetary policies, geopolitical tensions, currency conditions and other macroeconomic factors as potential influences on portfolio companies.
  • Potential Impact: A downturn in India or relevant regions could adversely affect the Company's business, results, cash flows and financial condition.

Offer-Related Risks

• Risk: Offer for Sale proceeds do not accrue to the Company.

  • RHP Disclosure: The RHP states that the Company will not receive proceeds from the OFS; those proceeds will be received by the Selling Shareholders.
  • Potential Impact: The Company receives no capital from the OFS portion.

• Risk: Post-offer control by Promoters.

  • RHP Disclosure: The RHP states that Promoters and Promoter Group held 71.03% before the Offer and will continue to exercise significant influence after the Offer.
  • Potential Impact: Potential conflicts between Promoter interests and other shareholders may affect business or strategic decisions.

14. Offer for Sale — Selling Shareholders

15. IPO Registrar

16. IPO Lead Managers

17. Company Contact Details