Aadhar Housing Finance Limited (hereinafter “Aadhar HFC” or the “Company”), a leading Systemically Important Non-Deposit taking Housing Finance Company (HFC) in India, has announced a significant promoter stake transfer under Regulation 30A read with Paragraph (A)(5A) of Part I of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

On 29 July 2025, BCP Topco VII Pte. Ltd., the existing promoter of Aadhar HFC, entered into a Share Purchase Agreement (SPA) with AXDI LDII SPV 1 LTD, under which AXDI LDII SPV 1 LTD has agreed to acquire 44,139,236 fully paid equity shares of the Company at a price of ₹425 per equity share, representing approximately [●]% of the Company’s total paid-up equity capital. The transaction underscores evolving ownership structures in India’s housing finance sector, balancing promoter liquidity needs with new investor participation.

1. Background and Parties Involved

• Aadhar Housing Finance Limited
  • Established in April 2018 and registered as an HFC with registration number 04.0168.18 issued by the National Housing Bank (NHB).
  • Headquartered at No. 3, JVT Towers, Bengaluru, the Company provides a wide array of home loans, loan against property, small and medium enterprise (SME) loans, and business loans.
  • As of March 2025, Aadhar HFC had an assets under management (AUM) exceeding ₹[●] crores, with operations across 18 states and union territories.

• BCP Topco VII Pte. Ltd.
  • A Singapore-based entity and the promoter of Aadhar HFC holding 100% of the promoter shares prior to the SPA.
  • Part of the Brookfield-sponsored private equity ecosystem, it originally acquired the promoter stake in 2018 as part of the Company’s launch and growth strategy.

• AXDI LDII SPV 1 LTD
  • A special purpose vehicle incorporated on [date] with no prior shareholding or relationship with Aadhar HFC.
  • Set up by AXDI, a global alternative investment firm, to invest in South Asian financial services companies.

2. Strategic Rationale

• For BCP Topco VII Pte. Ltd.
  • Partial exit: Enables the promoter to realize value on its initial investment by selling a portion of its stake at an attractive valuation of ₹425 per share.
  • Continued commitment: Post-transaction, BCP Topco VII remains invested, demonstrating ongoing support for the Company’s growth.
  • Capital recycling: Frees up capital for other Brookfield-sponsored investments or debt repayment, while retaining significant promoter influence.

• For AXDI LDII SPV 1 LTD
  • Entry into Indian housing finance: Provides exposure to a high-growth sector with improving regulatory oversight and a large addressable market.
  • Acquisition of scale: Acquires a material shareholding in a Systemically Important HFC, facilitating access to board representation and strategic discussions.
  • Long-term investment horizon: Positioning for value creation as Aadhar HFC expands its branch network, digital lending capabilities, and risk management framework.

• For Aadhar Housing Finance Limited
  • Enhanced credibility: Partnership with a recognized global alternative asset manager enhances governance perception.
  • Access to fresh capital resources: Although this is a secondary sale, it may pave the way for future primary fundraisings.
  • Market signaling: Attracts investor interest by demonstrating that high-quality institutional investors value the Company at ₹425 per share.

3. Key Terms of the Share Purchase Agreement

The SPA between BCP Topco VII Pte. Ltd. and AXDI LDII SPV 1 LTD, dated 29 July 2025, sets forth the following principal terms:

1. Shares and Price
   • 44,139,236 equity shares of face value ₹2 each, fully paid-up.
   • Price: ₹425 per equity share, aggregating to ₹18,761.6 million (plus applicable taxes).

2. Conditions Precedent
   The Closing of the transaction is conditional upon:
   a. RBI Approval under Regulation 45.2 of the Master Direction – NBFC – Housing Finance Companies (Reserve Bank) Directions, 2021, since the promoter stake transfer exceeds 10% of post-transaction share capital.
   b. Competition Commission of India (CCI) Approval, if required, under the Competition Act, 2002, due to change in shareholding triggers.
   c. NHB Approval in accordance with financing agreements between the Company and NHB.
   d. Indian Bank Approval, under the Company’s debt covenants, for the transfer of promoter shares.
   e. Validity of NHB Registration: The Company’s NHB registration certificate (No. 04.0168.18) must remain in full force and not be suspended or revoked.

3. Closing Mechanics
   • Closing shall occur on the same date as satisfaction or waiver of all conditions precedent under the Acquirer SPA between BCP Asia II Holdco VII Pte. Ltd. and/or BCP Topco VII Pte. Ltd., or such later date as agreed.
   • Simultaneous transfer: All shares shall be transferred on a delivery-versus-payment basis through the stock exchange mechanism and depositories.

4. Representations & Warranties
   • BCP Topco VII represents authority to sell, good and marketable title, compliance with corporate and regulatory requirements, and accuracy of financial statements.
   • AXDI LDII SPV 1 LTD represents capacity to acquire, solvency, no breach of other agreements, and non-association with any adverse regulatory proceedings.

5. Indemnities
   • Each party agrees to indemnify the other for Losses arising out of any breach of its representations and warranties, subject to standard materiality and basket thresholds.
   • Survival of indemnity obligations extends for [●] months post-closing.

6. Termination Rights
   • The SPA terminates automatically if not consummated within 15 months from signing.
   • Either party may terminate upon breach of conditions precedent or failure to extend the term by mutual written consent.

7. Governing Law and Dispute Resolution
   • Laws of England and Wales govern the SPA.
   • Arbitration: Disputes to be resolved by London Court of International Arbitration (LCIA) rules, with seat in London.

4. Regulatory Compliance and Disclosures

• SEBI Regulation 30A: Requires listed entities to disclose material agreements affecting shareholding patterns.

• SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 (dated 11 November 2024) mandates detailed disclosure of terms of such agreements, counterparty details, and conditions precedent.

• Listing Obligations: Aadhar HFC promptly furnished Annexure I on 30 July 2025 to both BSE and NSE, covering all prescribed particulars.

5. Impact on Shareholding and Control

• Post-Transaction Shareholding
  • BCP Topco VII Pte. Ltd.: Will hold X% (reduced from 100%) of equity.
  • AXDI LDII SPV 1 LTD: Will acquire 44,139,236 shares, becoming a public shareholder with Y% stake.
  • Public Float: Increases marginally, enhancing liquidity in Aadhar HFC’s shares.

• Management and Control
  • No change in Board composition or management roles, as the SPA pertains only to a share transfer, not a directorship or governance amendment.
  • Promoter status: BCP Topco VII remains the promoter, ensuring continuity in strategic direction and operational oversight.
  • AXDI LDII SPV 1 LTD: As a public shareholder, will not have any special control rights beyond those of a large minority investor.

6. About Aadhar Housing Finance Limited

Aadhar HFC is a Systemically Important Non-Deposit taking HFC registered with NHB (Reg. No. 04.0168.18). Key highlights:

• Founded: April 2018.

• Headquarters: Bengaluru, Karnataka.

• AUM: Over ₹[●] crores as of March 2025.

• Product Portfolio: Home loans, SME loans, loan against property, business loans.

• Geographic Presence: 18 states/UTs with [●] branches.

• Credit Rating: [●] by [Rating Agency].

• Digital Initiatives: Online loan origination and servicing platform, enhancing customer convenience.

7. About BCP Topco VII Pte. Ltd.

A Singapore-incorporated promoter entity, part of the Brookfield-sponsored consortium that launched and funded Aadhar HFC’s initial capitalization. Brookfield is a leading global alternative asset manager with over USD [●] billion in assets under management.

8. About AXDI LDII SPV 1 LTD

A Special Purpose Vehicle formed by AXDI, an affiliate of AXA Investment Managers – Real Assets and Digital Infrastructure Investors. Focused on long-term investments in emerging-market financial services, particularly in sectors with strong growth fundamentals and improving regulatory frameworks.

9. Sector Context and Outlook

• Housing Finance in India
  • India’s housing finance market is poised for robust growth, driven by urbanization, government housing schemes (e.g., PMAY), and rising affordability.
  • Regulatory reforms, including NHB guidelines and RBI master directions, have strengthened risk management, capital adequacy, and transparency.

• Investor Sentiment
  • Institutional investors are increasingly participating in HFC equity, seeking stable yields and capital appreciation.
  • Secondary sales by promoters are typical after the initial growth phase, enabling realization of gains and portfolio rebalancing.

• Future Growth Drivers
  • Digital transformation to improve credit underwriting, reduce costs, and enhance customer experience.
  • Geographic expansion into underserved tier-II and tier-III markets.
  • Product diversification, including affordable housing finance and green financing for energy-efficient homes.

10. Conclusion

The share purchase agreement between BCP Topco VII Pte. Ltd. and AXDI LDII SPV 1 LTD for 44,139,236 equity shares of Aadhar Housing Finance Limited at ₹425 per share represents a milestone transaction in the Company’s evolution. It reflects:

• Promoter de-risking and value realization for Brookfield’s initial investment.

• Entry of a global institutional investor, enhancing corporate governance pedigree.

• Stringent adherence to regulatory requirements, with multiple approvals across RBI, CCI, NHB, and banking partners.

• No change to management control, ensuring strategic continuity and stability.

As the transaction moves towards closing, contingent on the satisfaction of conditions precedent, it will reshape Aadhar HFC’s shareholding landscape, broaden its investor base, and signal robust confidence in the Indian housing finance growth story. The Company remains well poised to leverage its digital initiatives, strong branch network, and product suite to drive sustainable growth and create shareholder value in the years ahead.

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