Aadhar Housing Finance Limited has announced a new Employee Stock Option Plan (ESOP) for 2025, seeking shareholder approval through a postal ballot. The plan aims to incentivize and retain talent within the company and its subsidiaries.

Key Features of the ESOP 2025

• Total Options: The plan proposes to grant up to 3,11,22,170 employee stock options, each convertible into one equity share of Rs. 10 face value.
• Option Pool Composition:
  • 1,34,06,852 new options
  • 71,75,952 ungranted options from the 2020 plan
  • 1,05,39,366 unvested options from the previous scheme

Vesting Schedule and Conditions

The plan introduces a tiered vesting schedule based on employee categories:

• Vesting period: 1-6 years
• Minimum cliff period: 1 year (except in cases of death or permanent disability)

Exercise Price and Period

• For grants within 30 days of stock exchange approval: Rs. 425.00 per option
• Subsequent grants: Up to 20% discount to market price
• Exercise period: Maximum 2 years from vesting date

Shareholder Voting

• E-voting period: October 18 to November 16, 2025
• Cut-off date for shareholder eligibility: October 10, 2025

This new ESOP plan represents Aadhar Housing Finance's commitment to aligning employee interests with company growth. By offering a mix of time-based and performance-based vesting, the company aims to motivate employees while ensuring long-term value creation.

Shareholders are encouraged to review the detailed plan and cast their votes through the electronic voting system provided by the National Securities Depository Limited (NSDL).

BCP Asia II Holdco VII Pte. Ltd., along with two Blackstone entities, has announced an open offer to acquire up to 11,35,25,761 equity shares, representing 25.82% of the expanded voting share capital of Aadhar Housing Finance , at ₹469.97 per share. This move follows a share purchase agreement where the acquirer will buy up to 64.14% stake from the existing promoter BCP Topco VII Pte. Ltd. at ₹425 per share.

Key Details of the Open Offer

• Offer Size: Up to 11,35,25,761 equity shares (25.82% of expanded voting share capital)
• Offer Price: ₹469.97 per share
• Total Offer Value: Approximately ₹5,335.00 crores (assuming full acceptance)
• Offer Period: Scheduled to open on September 19, 2025, and close on October 3, 2025

Transaction Background

The open offer is triggered by a share purchase agreement between BCP Asia II Holdco VII Pte. Ltd. (the Acquirer) and BCP Topco VII Pte. Ltd. (the Seller). Under this agreement, the Acquirer will purchase up to 28,20,52,121 equity shares, representing 64.14% of Aadhar Housing Finance's expanded voting share capital, at a price not exceeding ₹425 per share.

Regulatory Approvals and Funding

The transaction requires regulatory approvals from:

1. Competition Commission of India
2. Reserve Bank of India

To fund the transaction, the Acquirer has:

• Arranged bank guarantees of ₹615.00 crores
• Deposited ₹55.00 crores in escrow

Impact on Shareholding

Post-acquisition, the Acquirer is set to become the new promoter of Aadhar Housing Finance, while the current promoter group will be reclassified as public shareholders.

Additional Information

• The offer price of ₹469.97 represents a premium over the share purchase agreement price of ₹425.
• The transaction is subject to various conditions, including regulatory approvals and other customary closing conditions.
• The open offer is being made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This open offer represents a significant change in the ownership structure of Aadhar Housing Finance Limited and reflects Blackstone's continued interest in the Indian financial services sector. Shareholders of Aadhar Housing Finance will have the opportunity to tender their shares at a premium to recent market prices during the offer period.