Gaja Alternative Asset Management IPO (19-21 August) Analysis

IPO Analysis | BSE and NSE Main Board | 100% Book Built Offer (Fresh Issue and Offer for Sale) | Regulation 6(1)

Based on Red Herring Prospectus dated August 12, 2026 | Alternative Asset (Private Equity) Management, Mid-Market Focus | Mumbai, Maharashtra

STATUS: LIVE RHP, ANCHOR BID AUGUST 18, BIDDING OPENS AUGUST 19 AND CLOSES AUGUST 21, 2026

Fresh Issue: up to Rs.4,500 Million | Offer for Sale: up to Rs.1,000 Million by Multiple Selling Shareholders | Total Offer up to Rs.5,500 Million | Main Board Listing on BSE and NSE

Gaja Capital, a 20+ Year Mid-Market Private Equity Manager, Lists as an Asset Manager | PAT Margin of 51.94% (FY26), Near-Zero Debt | RoE Higher Than 360 One WAM in FY26 but Lower Than Aditya Birla Sun Life AMC

NOTABLE DISCLOSURES:

The Statutory Auditors' report on the Company's consolidated financial statements for FY24, FY25 and FY26 each contain a formal adverse remark relating to the accounting software's audit trail (edit log) feature not being fully enabled for parts of those periods (for FY25, the auditor states it was unable to comment on the audit trail feature at all, since the software lacked the capability that year). Separately, Promoter Mr. Gopal Jain's name appears in an RBI list of 'defaults above Rs.1 crore under Non-Suit Filed Accounts' in connection with a company where he was formerly a nominee director (2008 to 2013); he does not appear on the separate Wilful Defaulters list, was not associated with the entity when the underlying defaults occurred, and a bank has separately confirmed his removal from its suit-filed list. Both matters are detailed in full in Section 6.

 Gaja Alternative Asset Management Limited (Gaja Capital) was incorporated in 1999 and converted to a public limited company in 2025. Its Corporate Identity Number is U67190DL1999PLC099260, with its registered office in New Delhi and corporate office in Lower Parel, Mumbai. The Promoters are Gopal Jain, Ranjit Jayant Shah, Imran Jafar, Chitra Jain and Mona Ranjit Shah.

The Company is an alternative asset (private equity) manager focused on India's mid-market segment (deal sizes of Rs.500 to 2,500 million), managing Category II Alternative Investment Funds (AIFs) and one Category I AIF, structured under a flagship private equity strategy that has raised successive funds (Fund II through Fund IV, with a Fund V and a Secondaries Fund now planned).

Its core focus sectors are Energy, Engineering and Electronics (EEE), financial services, consumer and digital technology, with the first 2 sectors historically accounting for 60% to 65% of capital invested across Fund II and Fund III.

The Company earns income primarily through 3 streams: Management Fees (a steady, AUM-linked fee), Carried Interest (a performance-based share of fund profits, earned only upon successful investment realisation), and income from its own Sponsor Commitment (co-investment) in the funds it manages.

Total income grew from Rs.1,039.60 million in Fiscal 2024 to Rs.1,577.97 million in Fiscal 2026, while PAT grew from Rs.447.42 million to Rs.819.59 million over the same period, with PAT margin improving from 43.04% to 51.94%, typical of an asset-light asset management business.

Notably, this growth has been driven almost entirely by Carried Interest (up from Rs.183.95 million in FY24 to Rs.754.11 million in FY26), while base Management Fee income has actually declined over the same period (Rs.758.54 million to Rs.600.80 million), a distinction discussed in detail in Section 4.

Key Basics

Particulars	Details
Document Type	Red Herring Prospectus (RHP) dated August 12, 2026. This is a live offer: Anchor Investor Bid August 18, 2026, Bid or Offer opens August 19, 2026 and closes August 21, 2026.
Issue Structure	100% Book Built Issue comprising a Fresh Issue aggregating up to Rs.4,500.00 million and an Offer for Sale aggregating up to Rs.1,000.00 million by 8 Selling Shareholders, aggregating to a total Offer size of up to Rs.5,500.00 million. Face value Rs.5 per share.
Face Value	Rs.5 per Equity Share.
Promoters and Selling Shareholders	Selling Shareholders include Promoters Ranjit Jayant Shah (jointly with Mona Ranjit Shah, up to Rs.293.50 million, WACA Rs.0.10) and Imran Jafar (up to Rs.200.00 million, WACA Rs.7.28); Promoter Group member Sudesh Jain (jointly with Gopal Jain, up to Rs.100.00 million, WACA Rs.0.00); and 5 Other Selling Shareholders including Sanjay Hiralal Patel, Anshuman Goyal, Abhinav Jain, Sushane Chopra and Suparna Kumar, at WACAs ranging from Rs.0.00 to Rs.20.58.
Eligibility Route	Regulation 6(1) of the SEBI ICDR Regulations, 2018, the standard main board profitability-based eligibility route.
Listing Exchange	Main board listing on both BSE Limited and the National Stock Exchange of India (NSE); NSE is the Designated Stock Exchange.
BRLMs	A 2-bank syndicate: JM Financial Limited and IIFL Capital Services Limited (formerly IIFL Securities Limited).
Registrar	MUFG Intime India Private Limited (formerly Link Intime India Private Limited).
Bid or Offer Dates	Anchor Bid: August 18, 2026. Opens: August 19, 2026. Closes: August 21, 2026.
Listed Peers, One Line	2 listed peers (360 One WAM Limited, Aditya Birla Sun Life AMC Limited), both much larger and more diversified wealth or mutual fund managers rather than pure private equity specialists.

This is a genuinely distinctive company in this report series: rather than a portfolio company seeking growth capital, Gaja Capital is the asset management firm itself going public, a structure increasingly seen globally (following firms like Blackstone, KKR and, in India, 360 One WAM) but still uncommon on Indian exchanges.

This changes the nature of what investors are buying: exposure to management fee and carried interest economics from Gaja's funds, rather than to an operating business with physical products or services.

How Will the IPO Money Be Used?

Object	Estimated Amount (Rs. Million)	Substantiation
Investing towards Sponsor Commitments to existing and new funds, and repayment of the Bridge Loan Amount	3,720.00	Covers the Company's balance Sponsor Commitment to 2 constituent Fund IV vehicles (Gaja Capital India Fund 2020 LLP and Gaja Capital India Fund 2021), repayment of a Bridge Loan taken to fund earlier commitments, and Sponsor Commitments to the proposed Fund V and a new Secondaries Fund.
General corporate purposes	[TBD]	No specific cap percentage located in the summary reviewed here; investors should confirm the exact cap in the full RHP.

This Offer's capital structure is unlike any manufacturing or services company Object seen elsewhere in this report series: the overwhelming majority of Net Proceeds (Rs.3,720.00 million of Rs.4,500.00 million Gross Proceeds) is directed at funding the Company's own Sponsor Commitments, the co-investment obligations that AMCs typically must make into the funds they manage, both to existing Fund IV vehicles and to a new Fund V and Secondaries Fund the Company plans to launch.

In effect, this Offer largely capitalises Gaja's own 'skin in the game' in its next generation of funds, plus repayment of a bridge facility used to fund earlier commitments, rather than funding new operating infrastructure.

As with all RHPs at this stage, this Object has not been independently appraised by any bank or financial institution, and the Net Proceeds and General Corporate Purposes figures remain undetermined until the Offer Price is fixed.

Financial Performance

P&L and Key Metrics (Rs. Million unless stated)

Particulars	FY 2026	FY 2025	FY 2024
Management Fee	600.80	575.23	758.54
Carried Interest	754.11	644.26	183.95
Income from Sponsor Commitment/fund investments	167.43	0.00	69.32
Total Income	1,577.97	1,233.07	1,039.60
Profit after tax (PAT)	819.59	619.51	447.42
PAT margin (%)	51.94	50.24	43.04
Net worth	6,065.15	3,889.67	3,318.77
Cost-to-income ratio (%)	44.61	52.28	47.12
Return on equity (%)	16.47	17.19	14.45
Debt to equity ratio (times)	0.07	0.01	0.01
Cash and cash equivalents	710.74	252.82	237.00

Independently recomputed, total income grew approximately 18.6% in FY25 and a further 28.0% in FY26, and PAT margin improved in every year (43.04% to 51.94%), reflecting the naturally high-margin, asset-light economics of fund management.

However, the composition of this growth is the single most important nuance in the Company's financials: Carried Interest, which is earned only upon successful realisation of fund investments and is inherently unpredictable in timing (a risk the Company's own Risk Factors explicitly flag), grew from Rs.183.95 million to Rs.754.11 million over the 3 disclosed years and now represents the largest single income stream, while base Management Fee, the steadier, AUM-linked recurring revenue that most listed AMC peers rely on more heavily, actually declined from Rs.758.54 million to Rs.600.80 million over the same period.

Investors should understand that a meaningful share of the Company's recent growth reflects the timing of specific fund exits rather than a growing, compounding base fee stream, and that Carried Interest recognised in one year is not a reliable indicator of the amount that will be recognised in any future year.

The balance sheet remains essentially debt-free (Debt-Equity ratio of 0.01 to 0.07 times across all 3 years), and cash and cash equivalents nearly tripled in FY26 (Rs.252.82 million to Rs.710.74 million).

The Company's own Risk Factors separately disclose instances of negative cash flow from operating, investing and financing activities in past periods, which given the nature of the business (funding Sponsor Commitments and receiving Carried Interest on an irregular, exit-driven schedule) is a structurally different and less directly comparable cash flow pattern than a typical operating company.

How Does It Compare to Peers?

Company	Total Income FY26 (Rs. Million)	PAT Margin (%)	Return on Equity (%)	Debt/Equity (times)
Gaja Alternative Asset Management Limited	1,577.97	51.94	16.47	0.07
360 One WAM Limited	70,651.20	N.A.	13.62	N.A.
Aditya Birla Sun Life AMC Limited	20,595.10	N.A.	25.53	N.A.

The RHP discloses 2 listed peers, 360 One WAM Limited (a diversified wealth and asset management group) and Aditya Birla Sun Life AMC Limited (a large mutual fund manager), both dramatically larger than Gaja by total income (roughly 45 times and 13 times respectively).

Neither peer discloses PAT margin or Debt-Equity on a directly comparable basis in the source data available. On Return on Equity, Gaja's FY26 figure of 16.47% is higher than 360 One WAM's 13.62% (itself a declining trend from 24.40% in FY24) but lower than Aditya Birla Sun Life AMC's 25.53%.

Investors should note both peers manage fundamentally different product mixes (wealth management and mutual funds, both typically lower-margin, higher-AUM businesses) than Gaja's private equity-focused model, so this comparison, while directionally informative, should not be read as a precise like-for-like valuation benchmark.

Key Risks

l The Statutory Auditors' report on the Company's consolidated financial statements for FY24, FY25 and FY26 each contain a formal adverse remark, and the standalone financial statements for FY25 and FY26 contain a matter of emphasis, relating to the accounting software's audit trail (edit log) feature: for FY25 the feature was absent from the software entirely (the auditor could not comment on it at all that year), and for FY26 the feature was not enabled for the period April 1, 2025 to August 27, 2025. The auditor found no evidence of the audit trail itself being tampered with where it was enabled, but a formal adverse remark spanning multiple consecutive years on this specific control is one of the more persistent such findings disclosed across this report series.

l Promoter Gopal Jain's name appears in an RBI list of 'defaults above Rs.1 crore under Non-Suit Filed Accounts', arising from his 2008 to 2013 nominee directorship on the board of a separate entity, Educomp Infrastructure and School Management Limited, whose defaults occurred after he had ceased that directorship; he does not appear on the separate Wilful Defaulters list, and Union Bank of India has separately communicated his removal from its own suit-filed list, though the Company cannot assure investors that no adverse regulatory or financial institution action will follow from the RBI listing itself.

l Total income is fundamentally dependent on the performance of the funds Gaja manages and advises, and Carried Interest, now the Company's largest single income stream, is earned only upon successful investment realisation and is inherently unpredictable in timing; the historical returns of the funds should not be considered indicative of future performance.

l Base Management Fee income, the steadier, recurring revenue stream typical of asset managers, has declined for 2 consecutive years (Rs.758.54 million to Rs.575.23 million to Rs.600.80 million), meaning recent overall growth has depended on the less predictable Carried Interest stream rather than a growing recurring fee base.

l The Company's top 10 Limited Partners contributed approximately 63.42% of total commitments as at March 31, 2026, and any inability to raise sufficient capital from Limited Partners, or their inability to honour capital calls, could materially affect the Company's business.

l The funds managed by the Company are subject to 'clawback' provisions under Fund IV's governing agreements, which may give rise to a contingent obligation requiring the Company to return a portion of previously earned Carried Interest under certain circumstances.

l The Company operates internationally through Subsidiaries in the Cayman Islands and Mauritius, exposing it to foreign exchange fluctuation and cross-border regulatory risk.

l Investments made by the Company's funds are typically illiquid and involve minority stakes in portfolio companies, limiting the Company's control over exit timing and outcomes.

l The Company is subject to SEBI's AIF Regulations and broader securities market regulation, and any failure to comply, or any adverse change in the regulatory framework governing alternative investment funds, could affect the business.

l The Company's Corporate Office and Registered Office are located on leased, not owned, premises, and the Company has entered into related party transactions in the ordinary course of business that may continue.

l There are outstanding legal proceedings involving the Company, its Subsidiaries, Directors, Promoters and Key Managerial Personnel, and the Company carries certain contingent liabilities and commitments, including one relating to a step-down subsidiary, Gaja Advisors Ltd. (Mauritius).

l Certain licenses, including the Company's investment adviser (restricted) license, global business license and tax residence certificate, have been applied for renewal but not yet received as of this RHP.

Positives to Note

l The Company has a genuine, more than 20 year operating history as a mid-market private equity manager in India, with a demonstrated track record across successive funds (Fund II through Fund IV) that underpins its stated strategy of launching progressively larger funds going forward.

l PAT margin has improved in every disclosed year (43.04% to 51.94%), and the Company carries essentially no debt (Debt-Equity ratio of 0.01 to 0.07 times across all 3 years), a conservative balance sheet for a business of this kind.

l In FY 2026, the Company's Return on Equity (16.47%) exceeded that of listed peer 360 One WAM Limited (13.62%, itself on a declining trend from 24.40% in FY24), evidencing competitive capital efficiency against at least one large, established listed peer.

l The Company's focus on India's underpenetrated mid-market private equity segment is grounded in independently sourced (Crisil Report) industry data showing this segment's share of PE investment activity has grown steadily and is expected to continue growing faster than the broader market.

l Despite the adverse audit trail remark, the Company's Statutory Auditors found no evidence that the audit trail was tampered with in any period where the feature was enabled, and the Company has since taken steps to enable the feature across the relevant periods.

l The Company transparently disclosed the full context around the Promoter's RBI list appearance, including his departure from the relevant directorship years before the underlying defaults occurred and a bank's independent confirmation of his removal from its own suit-filed list, rather than a bare or incomplete disclosure.