Gaja Asset Management Seeks Shareholder Approval via Postal Ballot

1. Ratification of Gaja Employee Stock Option Scheme 2025

Special Resolution to ratify ESOP 2025 originally approved by Board on June 2, 2025 and members on June 5, 2025
Maximum of 15,87,462 employee stock options which would entitle for equivalent equity shares of face value ₹5 each
Options represent approximately 1.13% of post-listing paid-up equity share capital
Prior to listing: 16,30,200 options granted, 69,500 lapsed, 15,60,700 outstanding, 26,762 available for grant
No options granted after listing of equity shares
Exercise price equal to or less than Fair Market Value, not less than face value
Vesting period: Minimum 1 year, maximum 10 years from grant date
Exercise period: Maximum 3 years from vesting date

2. Extension of ESOP 2025 Benefits to Subsidiary Employees

Special Resolution to extend ESOP scheme to eligible employees of subsidiary companies
Same maximum of 15,87,462 options

3. Investments, Loans, Guarantees under Section 186 of Companies Act, 2013

Special Resolution to increase aggregate limit to ₹1,000 crore outstanding at any time
Includes capital contributions and investments towards sponsor commitment in related parties

4. With Gaja Capital India Fund 2021

Aggregate value not exceeding ₹103.60 crore
For advisory services, sponsor commitment investments
Company is Investment Manager and Sponsor; holds 14.97% of commitments (₹104.50 crore of ₹698.00 crore total)

5. With Gaja India AIF 2021 LLP

Aggregate value not exceeding ₹40 crore
For advisory services, capital calls towards sponsor commitment
Company is partner, Investment Manager and Sponsor; holds 2.55% of commitments (₹44.50 crore of ₹1,744.00 crore total)

6. With Gaja Advisors Limited, Mauritius

7. With Gaja Investments

8. With Eastgate Secondaries Advisor LLP

9. With Gaja Capital India Fund V

Aggregate value not exceeding ₹135 crore
For investment management/advisory services, sponsor commitment
Company is settlor and Investment Manager; registered with SEBI as Category II AIF (IN/AIF2/26-27/2316)

10. Between Gaja Advisors Limited, Mauritius and Gaja Capital Fund II Limited

11. Between Eastgate Secondaries Limited and Gaja Advisors Limited, Mauritius

Cut-off Date: Wednesday, November 04, 2026

Remote E-voting Period: Monday, November 09, 2026 at 09:00 AM IST to Tuesday, December 08, 2026 at 05:00 PM IST

Results Declaration: On or before Thursday, December 10, 2026

Scrutinizer: Mr. Sanjay Doshi, Practicing Company Secretary (M.No. F4171, COP 7595)

E-voting Service Provider: MUFG Intime India Private Limited

Total material related party transactions seeking approval: ₹481.10 crore
ESOP scheme potential dilution: 1.13% of post-listing paid-up equity share capital
Section 186 limit increase to ₹1,000 crore from existing limits

Gaja Employee Stock Option Scheme 2025
Related party transaction agreements
Available at Registered Office and corporate office during working hours
Electronic inspection available by email to compliance@gajacapital.com from November 09 to December 08, 2026

Postal Ballot Notice sent only through electronic mode to members with registered email addresses
Physical copies not being sent in compliance with MCA Circulars
Members holding shares in physical form requested to convert to dematerialized form
Related parties shall abstain from voting on relevant resolutions
All transactions stated to be at arm's length and in ordinary course of business