Delta Investment Advisors

Gaja Alternative Asset Management Limited

Incorporated in 1999 as View Advisors and operating under the Gaja Capital brand since 2006, the company is an India focused private equity manager. It manages three funds with cumulative committed capital of 4,276 cr and is invested in 18 companies across financial services, consumer, education and digital technology, raising through SEBI-registered AIFs in India and feeder vehicles in Mauritius. It earns 2% on fund capital (management fee) and 20% of profits above a minimum investor return (carried interest), and runs on 23 permanent employees.

DRHP filed: UDRHP-I filed on December 4, 2025; RHP dated August 12, 2026

IPO open & close: August 19, 2026 - August 21, 2026

Listing date: August 26, 2026 (tentative)

BRLM: JM Financial Limited and IIFL Capital Services Limited

Auditor: Nangia & Co LLP, Chartered Accountants

Disclaimer - Delta Partners (public market division under Dexter Capital) is not a SEBI registered Investment Advisor and this report does not constitute a recommendation but is only prepared for educational purposes. We (our team members including our directors) may or may not apply to IPO.

This note is not reviewed by our CIO - Devendra Agrawal, CFA. It is prepared by our team of Investment Analysts, and is reviewed by our senior team members. Any questions related to the IPO can be directed to shubham@deltainvest.in and we will come back.

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Delta's View:

Limited Listing Gains | Track

Gaja will be the first pure-play alternative asset manager to list in India, in an AIF industry where commitments have compounded at 29% a year since FY19. Gaja’s committed capital increased 77.1% from Rs 902 cr in Fund II (2007) to 1,598 cr in Fund III (2015), then 11.1% to 1,775 cr in Fund IV (2021). Other larger domestic firms too are stepping up sharply. Its last 2 deployed funds (Fund II & Fund III) had mixed track records. Fund II returned 18.6% IRR and Fund III returned 9.4% IRR on gross (before fees). We feel that company’s growth will depend upon its upcoming Fund V (proposed : 2,500 cr) and secondaries fund (proposed : 1,250 cr), which are yet to raise capital. A valuation of Rs 2,256 cr puts the company at 37.5x FY26 management fee against a global peer median of 10.4x, and at 71% of fee-earning AUM against 9% for the peers. Gaja's 27.5x P/E looks undemanding only because carried interest and sponsor gains made up 58% of FY26 income, and the carry came entirely from a 2007 fund that has 5 of 8 investments exited. We find the ask expensive and would revisit once the new funds are on the ground.

One can expect the listing price around the issue price, suggesting limited listing gains only, as per current GMP ~4% (18 August 2026), provided the GMP sustains.

Gaja Alternatives Ltd will be the first pure-play alternative asset manager to list in India. It runs mid-market private equity, with cheque sizes of 50-250 cr, through a CAT-1 fund, 3 CAT-2 funds and offshore feeder funds in Mauritius. It invested 21 cr of its own money between 2005-2007 (4 deal-by-deal investments), then raised its first fund in 2007. Across three funds (Fund II, III, IV) it has 4,276 cr of committed capital and 28 investments. It earns 2% on fund capital (management fee) and 20% of profits above a minimum investor return (carried interest).

Indian AIF commitments reached 16.94 lakh cr as of March 2026 and have grown 29.2% a year since FY19 (CRISIL), and is expected to continue strong growth momentum. AIF registrations compounded at 19.3% during the same period. Category II holds the largest share at 75.2% of commitments while Category III is growing fastest at 36.2% a year.

India's larger PE firms have been stepping up sharply. ChrysCapital closed Fund X at 2.2 billion USD in November 2025, the largest India-focused private equity fund raised, 63% above its 1.35 billion USD predecessor and closed within six months of first close (Business Standard, November 2025). Kedaara closed its fourth fund at 1.73 billion USD in April 2024, 57% above its 2021 fund, with its founder citing almost full re-ups from existing LPs (DealStreetAsia, April 2024). Multiples closed its fourth fund at around 800 million USD against 560 million USD for its third in 2019 (DealStreetAsia, January 2024). Gaja's Fund IV, at 1,775 cr in 2021, was 11% above Fund III and is roughly a tenth the size of ChrysCapital's latest.

https://www.business-standard.com/companies/news/chryscapital-raises-record-2-2-bn-fund-125110401013_1.html

https://www.dealstreetasia.com/stories/kedaara-capital-fourth-fund-2-393488

https://www.dealstreetasia.com/stories/multiples-fourth-fund-378563

Fund III, raised in 2015 and deployed by 2020, has returned 1.88x (MOIC) on the money invested in deals and a 9.4% (IRR) annualised return as of March 2026. Both are gross figures, before fees and expenses. What investors actually hold is 1.53x (TVPI). The fund has made just 2 partial realisations. Fund IV is still in its investment period with six investments and 62.0% deployed. Committed capital rose 77.1% from 902 cr in Fund II to 1,598 cr in Fund III, then by 11.1% to 1,775 cr in Fund IV.

Loss ratio measures how much of a fund's invested capital sits in companies that have returned less than cost. Fund II ended at 13.8% after nineteen years, Fund III is at 19.2% with most of its portfolio still unexited, and Fund IV at 6.03% on marks yet to be tested. The gap between gross MOIC and TVPI is what fees consume: Fund II's 3.81x becomes 2.41x for investors, an erosion of 36.7%, against 18.6% for Fund III and 15.5% for Fund IV. Fund II remains the strongest record, with five of eight companies fully exited through three IPOs and two sale transactions, 18.6% gross IRR and a 13.8% loss ratio over 19 years.

The firm's income generating capital (committed capital for funds still investing and invested capital for funds past investment period) barely moved from 3,266 cr in FY24 to 3,162 cr in FY26. During this period, carried interest rose from 18.4 cr in FY24 to 64.4 cr (FY25) and 75.4 cr (FY26). Carry is recognised when the right to payment is established, which under a fund-as-a-whole structure can arrive years after the exits that created the gains. The related party disclosures show all carried interest came from Fund II, raised in 2007, which was ~56% of Revenue from operations in FY26. Fund III and Fund IV have produced no carried interest in FY24-FY26, even as Fund III's management fee held near 29 cr through the period. Operating cash flow was negative in FY25 and FY26.

The company has kept sponsor commitments well above what regulation requires, which is 2.5% of corpus or 5.00 cr, whichever is lower. Across the three funds it has committed 274 cr, or 6.41% of total fund size, rising to 8.45% in Fund IV. No management fee or carry is charged on this capital, so the firm keeps the full gross return on it.

The last raise was 471 cr in FY24, of which 84.5 cr, or 18%, came through third-party distributors and the rest directly. Fund IV drew commitments from 72 domestic LPs, which is greater than the domestic LP participation in Fund II and III. The top 10 LPs contributed 63.4% of our total commitments in Fund IV. The firm has 298 LPs, 139 in India and 159 overseas, across more than 20 countries. Eastgate Secondaries was registered with SEBI in October 2025; Fund V filed its placement memorandum in June 2026 and is not yet registered.

Gopal Jain, an electrical engineering graduate from IIT Delhi, 1999, founded the company as View Advisors and rebranded it later as Gaja Capital. Ranjit Shah, from IIT Bombay with an MBA from the University of Michigan, joined in 2006 from an operating background and handles strategy and investor relations; he also sits on the boards of Suryoday Small Finance Bank and Thyssenkrupp UHDE India. Imran Jafar, from BITS Pilani and IIM Bangalore, interned at View Group and joined Gaja in 2005 after stints at Dr. Reddy's and Wipro. The RHP discloses a criminal complaint filed in July 2022 by Educomp Learning Pvt Ltd relating to the 2013 sale of its EuroKids stake, in which Gopal Jain and Imran Jafar are named. The Punjab and Haryana High Court has directed that no coercive steps be taken. The matter is pending and no court has made any finding.

The 3 founders have been in place from the start: Gopal Jain since 1999, Imran Jafar since 2005, and Ranjit Shah since 2006. The leadership of today was trained and promoted internally, and they own the business alongside the founders: Abhinav Jain joined in 2008 from ICICI Bank, became CFO in Oct 2024 and holds 2.74% (3.91 cr in FY26); Sushane Chopra joined in 2011, was made partner in 2022 and holds 1.84% (3.85 cr); Dheeraj Devata joined in 2018 from WestBridge, was made partner in 2024 (2.92 cr) and received 75% of the FY26 ESOP grant. The firm has 23 permanent employees, 10 of them investment professionals. No KMP or senior management has left in three years, while overall attrition ran 16.2%, 4.8% and 13.3% across FY24 to FY26.

The IPO asks for a valuation of 2,256 cr (market cap post-offer), or 27.5x FY26 earnings and 2.14x post-offer book. Its market cap is at just 29% discount to its fee earning AUM of 3,162 cr (mgmt fee and carried interest). On FY26 management fee income of 60 cr, the fee yield on AUM would be 1.9% and valuation would be 37.5x times management fee. There is no listed Indian PE firm to compare it against. Global alternative managers (KKR, Apollo,TPG, etc) run far larger books across multiple asset classes, strategies and geographies, and equity is only about a third of their AUM on average.

Their market caps are 9% of fee-earning AUM, against 71% for Gaja. The global peers trade at a median multiple of 10.4x of management fee with management fee yield (mgmt fee / fee-earning AUM) of 1.0%. Although Gaja's 1.9% yield is higher, its 37.5x multiple of management fee appears expensive.

Bridgepoint, a listed European mid-market PE manager, IPO'd on the LSE in July 2021 at £2.88bn on £14.4bn of fee-generating AUM, valuing it at 20.0% of fee-generating AUM and 19.4x management fees. Five years from then, the market cap is £2.82bn, effectively unchanged. Over the same period fee-generating AUM more than doubled to £33.8bn and management fees grew to £427.7m. It now trades at 8.3% of fee-generating AUM and 6.6x fees, implying a 58% de-rating on AUM and 66% on fees since IPO.

Business

Gaja raises money from investors, invests it in unlisted mid-market Indian companies with cheque sizes of 50 to 250 cr, works with them for five to seven years and exits through an IPO or a sale (Few examples include Suryoday SFB, CLEducate). It has been doing this under the Gaja Capital brand since 2006. As of March 2026 it managed three funds with 4,276 cr of committed capital and ran on 23 permanent employees.
FY26 income of 158 cr came from three streams: carried interest 75.4 cr (47.8%), management fee 60.1 cr (38.1%) and gains on its own money invested in the funds 16.7 cr (10.6%). Only the management fee is recurring.
It manages Fund II (2007, 902 cr), Fund III (2015, 1,598 cr) and Fund IV (2021, 1,775 cr). Gross MOIC is 3.81x on Fund II, 1.88x on Fund III and 1.74x on the still unrealised Fund IV. Fund IV has deployed 62.0% of its capital across six investments. A secondaries fund, Eastgate, was registered with SEBI in October 2025 and has not raised capital yet.
Money comes from 298 investors, 139 Indian and 159 overseas, across more than 20 countries. The top 10 investors in Fund IV account for 63.4% of that fund's commitments. It is invested in 18 companies across financial services (5), consumer (5), education and employability (4), digital technology (3) and one other, nearly all in India.
Gaja put in 274 cr of its own money as sponsor commitment, 6.41% of total fund size against a regulatory minimum of 2.5% of corpus or 5.00 cr, whichever is lower.
Fundraising is done directly by the in-house team. Distributors were used in FY24, contributing 84.5 cr of the 471 cr raised that year. No capital has been raised in FY25 or FY26, and income generating capital has declined from 3,266 cr in FY24 to 3,162 cr in FY26.
The company operates through seven subsidiaries, four Indian and three offshore. The Mauritius arm advises the offshore feeder funds and books close to three quarters of operating revenue. Gaja itself has made no acquisitions or mergers in the last 10 years.

Promoters and Leadership

Gaja is run by the three people who built it. Gopal Jain (MD and CEO) has been a director since the company was incorporated in 1999, Imran Jafar joined in 2005 and Ranjit Shah in 2006. Senior leadership averages 17 years at the firm. There is no second generation in the business and no succession plan is disclosed. Ranjit Shah is 68.
Seven executives took 24.8 cr of the 35.1 cr FY26 employee cost, across 23 permanent employees. Imran Jafar was paid compensation of 5.99 cr in FY26, with Ranjit Shah and Gopal Jain paid 5.18 cr and 2.66 cr respectively for FY26.

Shareholding Pattern

Promoters and promoter group hold 71.03% before the offer and 54.23% after. Promoters alone fall to 46.97%, so the majority depends on Sudesh Jain, Gopal Jain's mother, who holds 9.63% pre-offer within the promoter group. Gopal Jain holds 33.66%, of which 11.25% is joint with his wife Chitra Jain. Ranjit Shah holds 18.61% jointly with Mona Ranjit Shah and Imran Jafar holds 9.13%.

Issue Details

Fresh issue size - Amount → 450 cr ; To be utilized in -

Sponsor Commitment to the proposed Fund V → 210 cr
Sponsor Commitment to the Eastgate Secondaries Fund → 105 cr
Balance Sponsor Commitment to the Fund IV vehicles → 37.5 cr
Repayment of the ICICI Bank bridge loan drawn to fund the Fund IV sponsor commitment → 19.5 cr
General Corporate Purposes & Others

Offer For Sale size - Amount → 100 cr ;

Promoter Ranjit Jayant Shah, jointly with Mona Ranjit Shah, will sell 29.35 cr, taking the holding from 18.61% to 13.60%.
Promoter Imran Jafar will sell 20.00 cr, taking his holding from 9.13% to 6.42%.
Promoter group member Sudesh Jain, jointly with Gopal Jain, will sell 10.00 cr, taking the holding from 9.63% to 7.26%.
Sanjay Hiralal Patel (18.75 cr), Anshuman Goyal (9.40 cr), Abhinav Jain (5.00 cr), Sushane Chopra (5.00 cr) and Suparna Kumar (2.50 cr) will sell the balance.
Gopal Jain, the largest shareholder at 33.66%, is not selling any shares in the Offer.

Issue Details

Financials

Gaja Alternative Asset Management Ltd.