BCP Asia II Holdco VII Pte. Ltd., the promoter of aadhar housing finance , has declared that it and persons acting in concert have not created any encumbrance on the company's shares during the financial year 2025-2026. The disclosure, submitted to the National Stock Exchange of India Limited and BSE Limited on April 9, 2026, confirms compliance with Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This declaration is significant as it precedes the finalization of a non-disposal undertaking required by the National Housing Bank (NHB) following a change in control.

The persons acting in concert with BCP Asia include Blackstone Capital Partners (CYM) IX AIV - F L.P. and Blackstone Capital Partners Asia II L.P. The disclosure confirms that these entities held the shares free of any encumbrance during the specified financial year.

Regulatory Context and NHB Undertaking

The National Housing Bank (NHB) granted a change of control approval to Aadhar Housing Finance Limited on January 16, 2026. This approval was related to certain refinancing facilities availed by the company from the NHB. As part of the related documentation, the NHB imposed a condition requiring the creation of a non-disposal undertaking (NDU) on the shares of the incoming promoter, similar to the one existing on the shares of the erstwhile promoter, BCP TopCo VII Pte. Ltd.

As of March 31, 2026, the process for creating the NDU was underway. To comply with the regulatory condition, BCP Asia furnished an undertaking to the NHB for the non-disposal of its shareholding in the company on April 7, 2026. The disclosure was signed by Sun Yiming, Director of BCP Asia II Holdco VII Pte. Ltd., on April 9, 2026, in Singapore.

Key Details

Aadhar Housing Finance has allotted 25,000 Senior, Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) aggregating ₹250 crore on a private placement basis to raise capital. The NCDs, which carry a face value of ₹1,00,000 per debenture, were allotted by the company's Management Committee of the Board of Directors on June 18, 2026. The issuance aims to bolster the company's financial resources through debt instruments secured by its assets.

The debentures have a tenor of 3 years, 1 month, and 16 days, with a deemed date of allotment set as June 18, 2026, and a maturity date of August 3, 2029. The coupon rate will be determined as the simple average of the 3-month T-bill rate over five working days from June 8 to June 12, 2026, plus a spread. Interest payments are scheduled annually on August 3, starting from 2026 until maturity, while the principal will be repaid on the redemption date.

ICRA Limited has assigned a rating of "ICRA AA Positive (Double A; Outlook: Positive)" to the instrument. The security is backed by a pari passu first charge on the company's standard book debts, outstanding moneys, receivables, and current assets, excluding those charged in favour of the National Housing Bank for refinance. The NCDs are proposed to be listed on the Wholesale Debt Market Segment of BSE Limited.

Key Terms of the Issue