🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for the Aberdeen India Fund, Inc. (IFN). Think of it as an "owner's manual" and voting guide sent to shareholders before an important meeting. Its main job is to provide all the details shareholders need to vote on key proposals at the upcoming Annual Meeting.

👉 In simple terms: The fund's managers are saying, "Here are the people we recommend for the board and the governance rules we follow. Please vote to approve them."

Meeting Date: Wednesday, May 27, 2026, at 11:00 a.m. Eastern Time.
Location: 1900 Market Street, Suite 200, Philadelphia, PA 19103.
Record Date: To vote, you must have owned shares on April 1, 2026.

🏢 What The Company Does

Aberdeen India Fund, Inc. is a non-diversified, closed-end management investment company.

👉 In simple terms: It's a specific type of investment fund that pools money to invest primarily in Indian securities. As a "closed-end" fund, it issues a fixed number of shares that trade on the stock exchange (NYSE: IFN), like a regular stock. It's managed by abrdn Asia Limited, part of the Aberdeen group of companies.

🗳️ The Two Proposals to Vote On

Shareholders are being asked to vote on just two main items:

Proposal 1: Elect Two Class II Directors. The board is split into three classes with staggered terms. Shareholders are voting to elect Nisha Kumar and Luis F. Rubio to serve until the 2029 annual meeting.
Proposal 2: Continue One Director's Term. Due to the fund's own governance rules, Nancy Yao (a Class III director) must now be approved by shareholders annually. This vote continues her term until the 2028 annual meeting.

👉 The Board's Recommendation: The entire Board of Directors, including all Independent Directors, unanimously recommends shareholders vote "FOR" all nominees in both proposals.

👥 Who's Running the Show (The Board & Management)

The document provides detailed tables on the people overseeing and managing the fund.

Board Nominees:
- Nisha Kumar (Independent): Has financial/CFO experience and sits on several other corporate boards.
- Luis F. Rubio (Independent): A long-serving director (since 1993), he's the chairman of a think tank and a published author.
Director Whose Term is Being Continued:
- Nancy Yao (Independent): The Board Chair, with deep experience in Asia, finance, and governance.
Other Directors: Rahn K. Porter (Independent, Class I, term until 2027) and Alan Goodson (Interested Director, Class I, term until 2027). Goodson is an "interested" person because he's an executive at abrdn Inc., the fund's administrator.
Key Officers: Includes Sharon Ferrari (Treasurer & CFO), Katie Gebauer (Chief Compliance Officer), and Megan Kennedy (VP & Secretary).

Why it matters: This section shows you who is responsible for making decisions and their background. It highlights the separation between independent directors (who should represent shareholders) and interested directors from the management company.

💰 Director Compensation (The Pay)

Directors are paid for their service. The fund pays them, and they also get paid for serving on the boards of other funds in the Aberdeen "complex."

👉 Key Numbers (2025):

Rahn K. Porter: Received $83,578.26 from this fund and $466,882.08 total from all Aberdeen funds.
Nancy Yao: Received $96,100.00 from this fund and $410,021.20 total.
Luis F. Rubio: Received $77,100.00 from this fund (his total is the same, as he doesn't serve on other Aberdeen boards).
Alan Goodson: Received $0 directly for his board service, as he is an employee of abrdn.

Why it matters: This shows how much it costs shareholders to have these individuals on the board and helps assess if their pay is reasonable.

📜 Governance & How the Board Works

The filing explains how the board operates and provides oversight.

Committees: The board has an Audit Committee (Porter, Rubio, Yao) and a Nominating & Corporate Governance Committee (Yao, Kumar, Porter, Rubio). Both are made up entirely of Independent Directors.
Audit: KPMG LLP is the independent accounting firm that audited the fund's 2025 financial statements.
Director Qualifications: The board values diverse skills—financial expertise, Asia experience, academic background, and prior board service. They evaluate the board as a whole, not just individual members.
Annual Meetings: The board held 5 regular meetings in 2025. Each director attended at least 75% of the meetings they were supposed to.

Why it matters: This shows the mechanisms for independent oversight, financial auditing, and board renewal—key elements of good corporate governance.

📅 How to Vote & Meeting Logistics

Practical information for shareholders who want to participate.

Voting Methods: You can vote by Internet (www.proxy-direct.com), Phone (1-800-337-3503), Mail (using the enclosed proxy card), or in person at the meeting.
Quorum: To hold the meeting, shareholders owning a majority of the votes must be present (in person or by proxy).
Vote Counting: Proposals require a majority of votes cast (FOR votes must exceed AGAINST votes). Abstentions and "broker non-votes" don't count for or against the proposal.
Solicitation Costs: The fund pays all costs of soliciting these proxies, including a fee of about $2,500 plus expenses to a firm called EQ Fund Solutions, LLC.

🧠 The Analogy

Managing the Aberdeen India Fund is like captaining a ship focused on a specific destination (India). This proxy statement is a check-in with the ship's owners (shareholders) before a voyage. It says: "Here are the experienced officers (directors) we recommend keeping on the bridge for the next leg of the journey, and here are the rules we follow for navigation (governance). We need your vote to confirm this crew so we can continue sailing."

🧩 Final Takeaway

This is a routine but important governance filing. It asks shareholders to approve the continued leadership of the fund's board. The key action is for IFN shareholders to vote "FOR" the recommended directors (Kumar, Rubio, and Yao) to ensure stability and independent oversight as the fund continues its investment focus on India.

ABERDEEN INDIA FUND, INC. — DEF 14A Filing