Markets

2. REVIEW OF BUSINESS AND
OPERATIONS

On a consolidated basis, total income for
FY 2025-26 was I 15,779.66 lakh, 28% higher than
I 12,330.70 lakh in FY 2024-25. The profit for the
year attributable to shareholders for FY 2025-26
was I 8,195.77 lakh registering a growth of
32% over the profit for the year attributable to
shareholders of I 6,195.04 lakh for FY 2024-25.

On a standalone basis, the total income for
FY 2025-26 was I 6,690.4 lakh, higher by 22% over
the previous year’s total income of I 5,475.53 lakh.
The profit for the year attributable to shareholders

for FY 2025-26 was I 1,001.77 lakh registering
a growth of 90% over the profit for the year
attributable to shareholders of I 527.38 lakh for
FY 2024-25.

Transfer to Reserves

The Board of Directors has not proposed any
transfer of profits to the General Reserve for
the financial year ended March 31, 2026. The
closing balance of the retained earnings of the
Company for FY 2025-26, after all appropriations
and adjustments, has been carried forward to the
Balance Sheet.

The total dividend for the financial year ended
March 31, 2025, amounts to I 0.50/- per equity
share of face value I 5/- each, with total outlay
under the aforesaid dividend of I 564.43 lakh.

The Board of Directors of the Company, at its
meeting held on June 04, 2026, considered and
resolved to recommend a Final Dividend for the
financial year ended March 31, 2026, of I 0.75
(Rupees Seventy-Five Paise Only) per equity share of
face value of I 5/- (Rupees Five) each, representing
15% on the paid-up face value. The aforesaid
recommendation is subject to the approval of the
Members at the ensuing Annual General Meeting
(“AGM”).

In accordance with the provisions of Regulation
43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI LODR Regulations”), the
Company has adopted and put in place a Dividend
Distribution Policy, which sets out the parameters,
internal and external factors, and circumstances
to be taken into consideration by the Board of
Directors whilst determining the quantum of
dividend payable to the Members. The said Policy
is available on the Company’s website at www.
gajacapital.com.

4. TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND

Further, pursuant to the applicable provisions of
the Companies Act, 2013 (the “Act”), read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), all unpaid or unclaimed
dividends are required to be transferred by the
Company to Investor Education Protection Fund
(“IEPF”) established by the Government of India,
after completion of seven years.

Further, according to the IEPF Rules, the shares
on which dividend has not been paid or claimed
by the shareholders for seven consecutive years
or more, shall also be transferred to the demat
account of IEPF.

During the year under review, I 0.99 lakh was
transferred to the unpaid dividend account. As
the said dividend falls within the current financial
year, the Company was not required to transfer
any unclaimed dividend amounts or corresponding
shares to IEPF.

5. INITIAL PUBLIC OFFERING AND POST¬
YEAR-END DEVELOPMENTS

The Company is in the process of undertaking an
Initial Public Offering (“IPO”) of its equity shares
having a face value of I 5/- (I Five) each (“Equity
Shares”). In furtherance of the IPO, the Company
has taken all requisite steps to ensure due
compliance with the applicable provisions of the
Companies Act, 2013, the rules framed thereunder,
the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, the SEBI LODR Regulations, and
all other applicable laws and regulations.

As part of the IPO process, the Company filed
its Updated Draft Red Herring Prospectus-I
(“U-DRHP-I”) with the Securities and Exchange
Board of India (“SEBI”) and is actively pursuing
all requisite steps necessary for the proposed
listing of its Equity Shares on the recognised
stock exchange(s).

In alignment with regulatory requirements
and in adherence to sound corporate
governance practices, the Board of Directors
was reconstituted during the period to include
Independent Directors, thereby ensuring
compliance with the applicable provisions of
the Companies Act, 2013, and the SEBI LODR
Regulations. Consequent to the reconstitution
of the Board, various Board-level Committees
have been constituted and/or reconstituted
to strengthen the governance and oversight
mechanisms of the Company. The detailed
composition and terms of reference of each
such Committee are provided in the Corporate
Governance Report annexed to this Report.

6. CAPITAL STRUCTURE

During the financial year 2025-26, the Company
undertook the following changes to its share
capital structure, pursuant to the applicable
provisions of the Companies Act, 2013, and the
rules framed thereunder:

6.1 Bonus Issue

Pursuant to the approval of the Board of Directors
and the Members of the Company, 10,41,60,000
(Ten Crore Forty-One Lakh Sixty Thousand)
Equity Shares of I 5/- each were allotted by way of
a Bonus Issue in the ratio of 2,500:1, on
June 07, 2025.

6.2 Preferential Allotment

Additionally, 86,83,566 (Eighty-Six Lakh Eighty-
Three Thousand Five Hundred and Sixty-Six)
Equity Shares of I 5/- each were allotted pursuant
to a Preferential Allotment on June 13, 2025, in
accordance with the applicable provisions of the
Companies Act, 2013.

6.3 Share Capital as on the Date of this Report

6.4 Dematerialisation of Shares

The Company has appointed MUFG Intime India
Private Limited (formerly Link Intime India Private
Limited) as its Registrar and Share Transfer Agent
(“RTA”). The Company has established connectivity
with both the National Securities Depository
Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) for the purpose of
facilitating dematerialisation of its equity shares.

The contact details of the RTA are as follows:

7. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

7.1 Composition of the Board as on
March 31, 2026

The Board of Directors (“Board”) of the Company
has an optimum combination of executive and
non-executive Directors (including an Independen
Woman Director). The Board composition is in
conformity with the extant applicable provisions
of the Act and SEBI Listing Regulations, 2015.

The Board of the Company represents an optimal
mix of expertise, knowledge and experience.
Further, the Independent Directors on the Board
of the Company are highly respected for their
professional integrity as well as rich experience
and expertise. The Board provides leadership,

strategic guidance and discharges its fiduciary
duties of safeguarding the interest of the
Company and its stakeholders. During the year
under review, no Director resigned from the Board
and following appointment(s) took place in the
Board of Directors of the Company:

1) Appointment(s):

The Board of Directors approved the following
appointments of Independent Directors and Non¬
Executive Directors of the Company. In the opinion
of the Board, these directors possess the requisite
knowledge, experience, expertise, proficiency, and
integrity, which will be beneficial to the Company.

i) Mr. Upendra Kumar Sinha (DIN: 00010336)
as a Non-Executive Director designated as
chairman of the Company with effect from
June 16, 2025. Further, the shareholders
approved appointment of Mr. Upendra Kumar
Sinha as Non-Executive Director - Chairman
of the Company for a term of five consecutive
years with effect from June 16, 2025, to
June 15, 2030 (both days inclusive) through
resolution passed in the Extraordinary
General Meeting (EGM) of the Company held
on June 12, 2025.

ii) Mr. Prithvi Pal Singh Haldea (DIN: 00001220)
as a Non-Executive Director of the Company
with effect from June 16, 2025. Further, the
shareholders approved the appointment of
Mr. Prithvi Haldea as Non-Executive Director
of the Company for a term of five consecutive
years with effect from June 16, 2025 to
June 15, 2030 (both days inclusive) through
resolution passed in the Extraordinary
General Meeting (EGM) of the Company held
on June 12, 2025.

iii) Mr. Manish Sabharwal (DIN: 00969601) as
a Non-Executive Director of the Company
with effect from June 16, 2025. Further, the
shareholders approved the appointment
of Mr. Manish Sabharwal as Non-Executive
Director of the Company for a term of

five consecutive years with effect from
June 16, 2025, to June 15, 2030 (both days
inclusive) through resolution passed in the
Extraordinary General Meeting (EGM) of the
Company held on June 12, 2025.

iv) Mr. Shailesh Vishnubhai Haribhakti (DIN:
00007347) Non-Executive Independent
Director on the Board of the Company with
effect from June 16, 2025. Mr. Shailesh
Vishnubhai Haribhakti has successfully
registered himself in the Independent
Director’s Databank maintained by Indian
Institute of Corporate Affairs (IICA). Further,
the shareholders approved the appointment
of Mr. Shailesh Vishnubhai Haribhakti as
Non-Executive Independent Director of the
Company for a term of five consecutive years
with effect from June 16, 2025, to June 15,
2030 (both days inclusive) through resolution
passed in the Extraordinary General Meeting
(EGM) of the Company held on June 12, 2025.

v) Mr. Arindam Bhattacharya (DIN: 01570746)
Non-Executive Independent Director on
the Board of the Company with effect from
June 16, 2025. Mr. Arindam Bhattacharya
has successfully registered himself in the
Independent Director’s Databank maintained
by Indian Institute of Corporate Affairs (IICA).
Further, the shareholders approved the
appointment of Mr. Arindam Bhattacharya as
Non-Executive Independent Director of the
Company for a term of five consecutive years
with effect from June 16, 2025 to June 15,
2030 (both days inclusive) through resolution
passed in the Extraordinary General Meeting
(EGM) of the Company held on June 12, 2025.

vi) Ms. Shital Mehra (DIN: 00266665) Non¬
Executive Independent Woman Director
on the Board of the Company with effect
from June 16, 2025. Ms. Shital Mehra has
successfully registered herself in the
Independent Director’s Databank maintained
by Indian Institute of Corporate Affairs
(IICA). Further, the shareholders approved
the appointment of Ms. Shital Mehra as
Non-Executive Independent Director of

the Company for a term of five consecutive

years with effect from June 16, 2025, to
June 15, 2030 (both days inclusive) through
resolution passed in the Extraordinary
General Meeting (EGM) of the Company held
on June 12, 2025.

2) Redesignation(s):

a) Mr. Gopal Jain (DIN: 00032308) was redesignated
as MD & CEO with effect from June 16, 2025.
Further, the shareholders approved appointment
of Mr. Gopal Jain as Executive Director-Managing
Director & Chief Executive Officer of the Company
for a term of five consecutive years with effect
from June 16, 2025 to June 15, 2030 (both days
inclusive) through resolution passed in the
extraordinary general meeting of the Company
held on June 12, 2025.

b) Mr. Ranjit Jayant Shah (DIN: 00088405) was
redesignated as Whole-time director & Vice¬
Chairman with effect from June 16, 2025. Further,
the shareholders approved appointment of

Mr. Ranjit Jayant Shah as Whole-time Director &
Vice-Chairman of the Company for a term of five
consecutive years with effect from June 16, 2025
to June 15, 2030 (both days inclusive) through
resolution passed in the extraordinary general
meeting of the Company held on June 12, 2025.

c) Mr. Imran Jafar (DIN: 03485628) was redesignated
as Whole-time Director with effect from June

16, 2025. Further, the shareholders approved
appointment of Mr. Imran Jafar as Whole-time
Director of the Company for a term of five
consecutive years with effect from June 16, 2025
to June 15, 2030 (both days inclusive) through
resolution passed in the extraordinary general
meeting of the Company held on June 12, 2025.

7.3) Retirement by Rotation

In accordance with the provisions of Section 152 of
the Companies Act, 2013, read with the Articles of
Association of the Company, Mr. Upendra Kumar
Sinha (DIN: 00010336), Non-executive Director
and Chairman and Mr. Prithvi Pal Singh Haldea
(DIN: 00001220), Non-executive Director, are liable
to retire by rotation at the forthcoming Annual
General Meeting ("AGM") and, being eligible, have
offered themselves for re-appointment.

The Board of Directors, based on the
recommendation of the Nomination and
Remuneration Committee, has recommended the
re-appointment of Mr. Upendra Kumar Sinha and
Mr. Prithvi Pal Singh Haldea for the approval of the
members at the ensuing AGM.

A detailed profile of Mr. Upendra Kumar Sinha
and Mr. Prithvi Pal Singh Haldea, together
with the additional information required under
Regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), and Secretarial Standard
on General Meetings (SS-2), is provided separately
in the Annexure to the Notice convening the AGM.

8. DECLARATION BY INDEPENDENT
DIRECTORS

During the financial year 2025-26, the Company
appointed Independent Directors in accordance
with the provisions of Section 149 of the
Companies Act, 2013, and Regulation 16(1)(b) of
the SEBI LODR Regulations. Each Independent
Director has submitted a declaration pursuant to
Section 149(7) of the Act, confirming that he or she
meets the criteria of independence prescribed
under Section 149(6) of the Act and the SEBI LODR
Regulations, and that there has been no change in
the circumstances which may affect such status.

All Independent Directors have duly registered
themselves in the databank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs (“IICA”), in compliance with Rule 6
of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended.

Based on the declarations and disclosures
received from the Independent Directors,
and in the considered opinion of the Board,
all Independent Directors of the Company are
persons of integrity and collectively possess
the requisite expertise, qualifications, and
experience necessary for the effective discharge
of their duties.

9. DIRECTORS’ AND OFFICERS’

LIABILITY INSURANCE

In terms of the provisions of Section 197(13) of the
Companies Act, 2013, the Company has obtained
and maintains a Directors’ and Officers’ Liability
Insurance (“D&O Insurance”) policy covering all its
Directors and members of Senior Management,
for such quantum and against such risks as may
be determined by the Board of Directors from time
to time.

10. MEETINGS OF THE BOARD

During the year under review, 14 (Fourteen)
meetings of the Board of Directors of the
Company were held. The necessary quorum
was present for all the meetings. The maximum
interval between any two consecutive meetings
did not exceed one hundred and twenty days as
per the provisions of the SEBI Listing Regulations,
2015 and the Act. In compliance with the
provisions of the Act and Regulation 25 of SEBI
Listing Regulations, 2015, a separate Meeting
of Independent Directors of the Company was

also held on March 12, 2026. The details of the
said meetings are provided in the Corporate
Governance Report, which forms part of the
Annual Report.

10.1 BOARD COMMITTEES

In compliance with the applicable provisions of
the Companies Act, 2013, and the SEBI LODR
Regulations, the Company has constituted the
following Board-level Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Corporate Social Responsibility and
ESG Committee;

• Risk Management Committee;

• IPO Committee; and

• Management Committee.

The composition, terms of reference, and detailed
particulars of the meetings held by each of the
aforesaid Committees during the year, together
with the attendance of members thereat, are
provided in the Corporate Governance Report
forming part of this Annual Report.

11. MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY

Pursuant to Section 134(3)(l) of the Companies
Act, 2013, the Board of Directors reports that the
following material changes and commitments have
occurred between the end of the financial year ended
March 31, 2026, and the date of this Report, which
may affect the financial position of the Company:

As part of the IPO process, the Company filed
its Updated Draft Red Herring Prospectus-I
(“U-DRHP-I”) with the Securities and Exchange Board
of India (“SEBI”) and is actively pursuing all requisite
steps necessary for the proposed listing of its Equity
Shares on the recognised stock exchange(s).

Save and except as stated above, no other
material changes or commitments affecting the
financial position of the Company have occurred
between the end of the financial year 2025-26 and
the date of this Report.

12. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has, during the financial year under
review, complied in all material respects with the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (“ICSI”),
namely Secretarial Standard - 1 on Meetings of
the Board of Directors (“SS-1”) and Secretarial
Standard - 2 on General Meetings (“SS-2”).

13. DIRECTORS’ RESPONSIBILITY
STATEMENT

Pursuant to the provisions of Section 134(3)(c) read
with Section 134(5) of the Companies Act, 2013, the
Board of Directors of the Company, to the best of their
knowledge, belief, and understanding, and on the
basis of the information and explanations obtained
from the management, hereby state and confirm that:

• in the preparation of the annual financial
statements for the financial year ended March
31, 2026, the applicable Accounting Standards,
as notified by the Ministry of Corporate Affairs,
have been followed and there are no material
departures therefrom;

• the Directors have selected such accounting
policies and applied them consistently, and have
exercised judgements and made estimates
that are reasonable and prudent, so as to give

a true and fair view of the state of affairs of the
Company as at the end of the financial year and
of the profit of the Company for the said period;

• the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013, for
safeguarding the assets of the Company

and for preventing and detecting fraud and
other irregularities;

• the annual financial statements have been
prepared on a going-concern basis;

• the Company, being an unlisted public company
as on the date of the financial statements, the
requirement under Section 134(5)(e) of the

Act with respect to the establishment and
maintenance of Internal Financial Controls and
their adequacy is not expressly applicable;
however, the Board affirms that the Company
has in place adequate internal controls
commensurate with the nature, scale, and
complexity of its operations; and

• the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

14. VIGIL MECHANISM AND WHISTLE
BLOWER POLICY

Pursuant to Section 177(9) and (10) of the
Companies Act, 2013, and Regulation 22 of
the SEBI LODR Regulations, the Company has
established an effective Vigil Mechanism by way of
a Board-approved Whistle Blower Policy. The said
Policy provides a formal and confidential channel
for Directors and employees to report genuine
concerns or grievances, including those relating
to unethical conduct, fraud, or mismanagement,
without fear of reprisal or victimisation.

The Vigil Mechanism is overseen by the Audit
Committee of the Company. The Policy provides
adequate safeguards against the victimisation
of persons who avail of the mechanism in good
faith and also provides for direct access to the
Chairperson of the Audit Committee in exceptional
or extraordinary circumstances.

During the financial year under review, no
complaint was received under the Vigil
Mechanism /Whistle Blower Policy.

15. PREVENTION, PROHIBITION,AND REDRESSAL OF SEXUAL
HARASSMENT AT THE WORKPLACE

The Company is firmly committed to maintaining
a safe, dignified, and harassment-free work
environment for all its employees. In compliance
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”), and
the rules framed thereunder, the Company has
adopted a comprehensive Policy on Prevention of
Sexual Harassment at the Workplace.

An Internal Complaints Committee (“ICC”) has
been duly constituted in accordance with the
requirements of the POSH Act, for the purpose of
receiving, enquiring into, and redressing complaints
relating to sexual harassment at the workplace.

During the financial year under review, the
Company has complied with all the provisions of
the POSH Act and the rules framed thereunder.
Further details as on March 31, 2026 are
as follows:

16. STATUTORY AUDITORS AND
AUDITORS’ REPORT

Pursuant to the provisions of Sections 139 and 141
of the Companies Act, 2013, and the Companies
(Audit and Auditors) Rules, 2014, the Members of
the Company, at the 25^th Annual General Meeting,
approved the appointment of M/s. Nangia & Co.
LLP, Chartered Accountants (Firm Registration
No. 002391C/N500069), as Statutory Auditors
of the Company, to hold office for a continuous
period of five (5) years.

The Statutory Auditors have submitted their
Report on the Financial Statements of the
Company for the financial year ended March 31,
2026, bearing an unmodified opinion. The said
Report is annexed to the Financial Statements
forming part of this Annual Report. The Auditors’
Report does not contain any qualification,
reservation, adverse remark, or disclaimer, and
accordingly no explanation or comments are
required to be provided by the Board in terms of
Section 134(3)(f) of the Act.

17. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed
the maintenance of cost records under Section
148(1) of the Companies Act, 2013, for the class of
services rendered by the Company. Accordingly,
the provisions relating to the maintenance of cost
records and the requirement of a cost audit as
specified under Section 148 of the Act are not
applicable to the Company.

18. NOMINATION AND REMUNERATION
POLICY

Pursuant to Section 178(3) of the Companies
Act, 2013, and Regulation 19 of the SEBI LODR
Regulations, the Board of Directors has formulated
and adopted a Nomination and Remuneration

Policy for the Company. The Policy, inter alia, sets
out the criteria for determining the qualifications,
positive attributes, and independence of
Directors, and the criteria for the identification
of persons who are qualified to become
Directors, Key Managerial Personnel, and Senior
Management Personnel of the Company.

The Nomination and Remuneration Policy is made
available on the Company’s website at www.
gajacapital.com.

19. STATUTORY DISCLOSURES

(a) Annual Return - Section 134(3)(a): In

terms of Sections 134(3)(a) and 92(3) of the
Companies Act, 2013, and the Companies
(Amendment) Act, 2017, the Annual Return
of the Company for the financial year ended
March 31, 2026, in the prescribed Form MGT-7,
is placed on the Company’s website and is
accessible at www.gajacapital.com.

(b) Fraud Reporting by Auditors - Section

134(3)(ca): Pursuant to Section 134(3)(ca) of
the Companies Act, 2013 (inserted by the
Companies (Amendment) Act, 2015, effective
from May 29, 2015), the Board of Directors
hereby reports that the Statutory Auditors of
the Company have not reported any instance
of fraud committed against the Company by
its officers or employees, as referred to in
Section 143(12) of the Act, during the financial
year ended March 31, 2026. Accordingly,
no disclosure is required to be made in this
Report under the said provision.

(c) Auditors’ Qualifications and Board’s
Comments - Section 134(3)(f)(i): The

Statutory Auditors have issued an unmodified
audit opinion on the Financial Statements
of the Company for the financial year ended
March 31, 2026. The Auditors’ Report does
not contain any qualification, reservation,
adverse remark, or disclaimer. In view thereof,
no explanation or comments are required
to be furnished by the Board under Section
134(3)(f)(i) of the Act.

(d) Secretarial Audit Report - Section 134(3)

(f)(ii): Pursuant to Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors
of the Company at its meeting held on August
28, 2025, based on the recommendation of
the Audit Committee, has recommended to
the Members of the Company, appointment
of M/s Mihen Halani & Associates, Practising
Company Secretaries, a peer reviewed firm,
as Secretarial Auditors of the Company, for a
period of five consecutive years, commencing
from financial year 2025-26 to financial year
2029-30. Accordingly, an ordinary resolution,
proposing appointment of M/s Mihen Halani &
Associates, Practising Company Secretaries,
as the Secretarial Auditors of the Company
for a term of five consecutive years pursuant
to SEBI Listing Regulations, 2015, was placed
before the shareholders of the Company at
the ensuing 26^th AGM. M/s Mihen Halani &
Associates, Practising Company Secretaries
has confirmed their eligibility to be appointed
as secretarial auditors of the Company as
per the provisions of applicable laws. The
Secretarial Audit Report issued by M/s Mihen
Halani & Associates, Practising Company
Secretaries, for the financial year ended
March 31, 2026, is annexed to this Report as
Annexure - 4. The Secretarial Audit Report
does not contain any qualification, reservation,
adverse remark, or disclaimer. Accordingly, no
explanation or comments thereon are required
to be furnished by the Board under Section
134(3)(f)(ii) of the Act.

(e) Managerial Remuneration - Section

197(12): Disclosures as required under
Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)

Rules, 2014, are provided in the Corporate
Governance Report forming part of this
Annual Report. The statement containing
particulars of employees in terms of Rule 5(2)
and Rule 5(3) of the said Rules is provided as
a separate Annexure to this Report and forms
a part thereof. In terms of the first proviso
to Section 136(1) of the Act, the Directors’
Report and the Financial Statements are
being sent to the Members excluding the
said Annexure. The Annexure is available for
inspection at the Registered Office of the
Company during business hours, and any
Member desirous of obtaining a copy thereof
may write to the Company Secretary.

(f) Nature of Business: There has been no
change in the nature of the business of
the Company during the financial year
under review.

(g) FEMA Compliance: With reference to Master
Direction on Foreign Investment in India and
circulars issued thereunder by Reserve Bank
of India (“RBI”), the Company has complied
with the provisions. Accordingly, the Company
has obtained a certificate from the Statutory
Auditors in this regard pursuant to applicable
guidelines issued by RBI.

20. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the
Company during the financial year ended March
31, 2026, were conducted at arm’s length and in
the ordinary course of business, in accordance
with the applicable provisions of Section 188 of
the Companies Act, 2013, and Regulation 23 of the
SEBI LODR Regulations.

Pursuant to Section 134(3)(h) of the Act, read with
Rule 8(2) of the Companies (Accounts) Rules, 2014,
there are no material contracts or arrangements
with related parties referred to in Section 188(1) of
the Act.

The Company’s Policy on Related Party
Transactions, as approved by the Board of
Directors, is available on the Company’s website at
www.gajacapital.com.

21. STATE OF THE COMPANY’S AFFAIRS

During the financial year ended March 31, 2026,
the Company continued to carry on its principal
business of alternative asset management,
investment advisory, and fund management
services, with a focus on India’s domestic economy.
The Company manages and advises upon multiple
investment funds and acts as the investment
manager/advisor to its sponsored fund vehicles.

The Company is in the process of transitioning
from an unlisted to a listed entity, pursuant
to the proposed Initial Public Offering of its
Equity Shares. This transition has necessitated
significant governance enhancements, including
the induction of a majority-independent Board
and the constitution of all requisite Committees
as mandated under the SEBI LODR Regulations.

The management is confident that this transition
will further strengthen the institutional framework
of the Company and enhance long-term value for
all stakeholders.

22. CORPORATE GOVERNANCE REPORT

Your Company is committed to upholding the
highest standards of corporate governance,
transparency, and accountability, and adheres to the
corporate governance requirements set out under
the SEBI LODR Regulations and the Companies Act,
2013. The Report on Corporate Governance for the
financial year ended March 31, 2026, together with
a Certificate from a Practising Company Secretary
confirming compliance with the conditions of
corporate governance as stipulated under Schedule
V of the SEBI LODR Regulations, is annexed to and
forms a part of this Directors’ Report.

All Members of the Board and Senior Management
Personnel have affirmed compliance with the
Company’s Code of Conduct for FY 2025-26. A
declaration to this effect, signed by the Managing
Director and Chief Executive Officer, is included in
the Corporate Governance Report.

23. ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD,

ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS

In terms of Section 134(3)(p) read with Section
178(2) and Schedule IV of the Companies Act,

2013, and Regulations 17(10) and 25(4) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors
is mandated to undertake a formal Annual
Performance Evaluation — covering the Board
as a whole, its Committees, and each individual
Director, including the Independent Directors.

Framework for Evaluation

When conducted, the evaluation will be structured
around the following parameters:

• Board: Composition, diversity, and skill balance;
quality and timeliness of information placed
before the Board; effectiveness of deliberations
and decision-making; strategic oversight; and
adherence to governance norms.

• Committees: Clarity of terms of reference;
frequency and quality of meetings; effectiveness
in discharging oversight responsibilities; and
calibre of recommendations made to the Board.

• Individual Directors (including Independent
Directors): Attendance and active participation;
quality of contribution to Board and Committee
discussions; exercise of independent judgement;
understanding of the Company's business

and regulatory landscape; and discharge of
fiduciary obligations.

Process

The performance evaluation of Independent
Directors will be carried out by the full Board,
excluding the Director under review. The evaluation
of Non-Independent Directors and of the Board
as a whole will be conducted by the Independent
Directors at a separate meeting, held in accordance
with Schedule IV to the Companies Act, 2013, and
Regulation 25(3) of the SEBI LODR Regulations.

24. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS, COURTS,
OR TRIBUNALS

During the financial year under review, no
significant or material orders have been passed by
any regulator, court, or tribunal that would impact
or adversely affect the going-concern status of the
Company or its future operations.

There has been no material change in the nature
of the business of any of the aforesaid subsidiary
companies during the financial year 2025-26.

As on the date of this Report, the Company has
no associate company and is not a party to any
joint venture.

A statement containing the salient features of
the financial statements of each of the above
subsidiaries, in Form AOC-1, prepared pursuant
to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, is annexed to this
Report as Annexure - 2.

28. RISK MANAGEMENT FRAMEWORK

The Company has established a well-defined Risk
Management Framework, commensurate with the
size and nature of its business. Pursuant to the
provisions of Section 134(3)(n) of the Companies
Act, 2013, and Regulation 21 of the SEBI LODR
Regulations, the Risk Management Committee of
the Company periodically reviews and monitors
risk assessment and mitigation plans, which are
thereafter placed before the Audit Committee and

25. DEPOSITS FROM THE PUBLIC

The Company has not accepted any deposits
from the public within the meaning of Chapter V
of the Companies Act, 2013, and the Companies
(Acceptance of Deposits) Rules, 2014, during
the financial year under review. Accordingly, no
amount on account of principal or interest on
deposits from the public was outstanding as on
the date of the Balance Sheet.

26. PARTICULARS OF LOANS,
GUARANTEES, AND INVESTMENTS

The details of loans, guarantees or investments
made as required under Section 186 of the Act
and Schedule V of the SEBI Listing Regulations,
2015, are provided in the standalone financial
statements of the Company, which form part of
the Annual Report.

the Board of Directors for their consideration
and guidance.

29. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND
EXPENDITURE

29.1 Conservation of Energy and Technology
Absorption

The particulars relating to the conservation of
energy and technology absorption, as prescribed
under Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, are not applicable to
the Company, in as much as the Company is
engaged in the business of financial services and
investment management, and does not carry out
any manufacturing activity. Notwithstanding this,
the Company endeavours to conserve energy
wherever feasible, and continues to leverage
the latest available technology and information
systems to enhance operational efficiency.

30. HUMAN RESOURCES

At Gaja Capital, we believe that our people are
our most valued asset and the foremost driver
of our success. The dedication, expertise, and
entrepreneurial spirit of every team member
propel the Company forward and reinforce its
ability to create lasting value for all stakeholders.
The Company is firmly committed to fostering
a work environment that is safe, inclusive, and
collaborative — one that nurtures individual talent,
rewards merit, promotes continuous learning, and
supports the professional and personal growth of
every employee.

As on March 31, 2026, the total strength of the
Company’s workforce stood at 23 employees,
comprising 19 male employees and
4 female employees.

The Company is in full compliance with the
provisions of the Maternity Benefit Act, 1961, in

respect of all eligible employees engaged by it.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility and ESG Committee in terms of
Section 135 of the Companies Act, 2013, and
the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Committee is responsible
for formulating, recommending, monitoring, and
overseeing the implementation of the Company’s
CSR Policy and activities.

The Company’s CSR Policy, as approved by
the Board, is available on its website at www.
gajacapital.com.

In accordance with the provisions of Section 135(5)
of the Act, the Company was required to spend
an amount of K 20.85 lakh, representing 2% of
the average net profits of the last three financial
years. During FY 2025-26, the Company disbursed

and utilised K 153.00 lakh towards CSR activities,
thereby exceeding its statutory CSR obligation by
I 132.15 lakh

The Annual Report on CSR Activities for FY 2025-26,
as required under Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
is annexed to this Report as Annexure - 1.

32. INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate system
of internal controls, commensurate with the size,
scale, and complexity of its operations. These
controls are designed to ensure the reliability and
accuracy of financial reporting, the safeguarding
of assets, the prevention and timely detection of
fraud and errors, and compliance with applicable
laws and regulations. The Audit Committee of
the Board periodically reviews the adequacy,
design, and operating effectiveness of such
internal controls, and recommends improvements,
where necessary.

33. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members of
the Company at the 1^st Extraordinary General
Meeting held on June 05, 2025, the Company has
adopted the Gaja Capital Employee Stock Option
Scheme, 2025 (“ESOP 2025” or “the Scheme”).
The Scheme has been designed to attract, retain,
and motivate talented employees by enabling
them to participate in the long-term growth and
value creation of the Company.

The salient features and relevant disclosures
in respect of ESOP 2025, as required under the
Companies Act, 2013, the Companies (Share
Capital and Debentures) Rules, 2014, and the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021, are as set out below:

The Board of Directors confirms that:

• the ESOP 2025 Scheme has been implemented
in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, and

the applicable provisions of the Companies
Act, 2013;

• there has been no material variation in the terms
of the Scheme during FY 2025-26; and

• a certificate from the Statutory Auditors of
the Company, confirming that the Scheme has
been implemented in accordance with the SEBI
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, and the resolution
passed by the Members, will be placed
before the Members at the ensuing Annual
General Meeting.

The details of the ESOP 2025 Scheme, as required
under Regulation 14 of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, are disclosed on the Company’s website at
www.gajacapital.com.

34. ACKNOWLEDGEMENTS

Your Directors wish to place on record their
sincere gratitude and appreciation for the
dedication, collective contribution, and unwavering
professionalism demonstrated by every employee
of the Company, whose efforts have been pivotal
to its continued growth and success.

The Board of Directors also wishes to express its
gratitude for the continued support, trust, and
co-operation extended by the Company’s bankers,
regulatory authorities, government bodies,
investors, clients, and all other stakeholders
during the year under review.

For and on behalf of the Board of Directors of
Gaja Alternative Asset Management Limited

(Formerly known as Gaja Alternative Asset
Management Private Limited)

Sd/- Sd/-

Gopal Jain Ranjit Jayant Shah

Managing Director & Whole-time Director &

Chief Executive Officer Vice-Chairman

DIN: 00032308 DIN: 00088405

Date: June 04, 2026
Place: Mumbai