UAE-based AXDI LDII SPV 1 Ltd. has successfully completed a significant acquisition in Aadhar Housing Finance Limited, purchasing 4,41,39,236 equity shares representing a 10.18% stake in the housing finance company. The transaction was executed on February 26, 2026, through an off-market transfer mechanism.

Transaction Details

The acquisition stems from a share purchase agreement executed on July 29, 2025, between BCP Topco VII Pte. Ltd. as the seller and AXDI LDII SPV 1 Ltd. as the acquirer. The transaction involved the transfer of 4,41,39,236 equity shares of Aadhar Housing Finance Limited through an off-market transfer process.

Shareholding Impact

Prior to this acquisition, AXDI LDII SPV 1 Ltd. held no shares in Aadhar Housing Finance Limited. The transaction has resulted in the acquirer obtaining a substantial stake in the target company.

Company Information

Aadhar Housing Finance Limited's equity share capital comprises 43,37,96,312 equity shares of face value INR 10/- each, as per the shareholding pattern for the quarter ended December 31, 2025. The total diluted share capital stands at 44,50,84,486 equity shares of the same face value.

Regulatory Compliance

The acquisition has been disclosed in compliance with Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. AXDI LDII SPV 1 Ltd., based in Abu Dhabi, UAE, is not a member of the promoter or promoter group of Aadhar Housing Finance Limited. The disclosure was filed with both BSE Limited and National Stock Exchange of India Limited, where Aadhar Housing Finance Limited's shares are listed.

Corporate Structure

AXDI LDII SPV 1 Ltd. operates from Unit No. 1, Floor 12, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE. The transaction documents were signed by two directors: Mujtaba Hussain and Wael Ali Ridha Al Hashimi, both serving as authorized signatories for the acquiring entity.

Aadhar Housing Finance Limited has disclosed a substantial acquisition of shares by BCP Asia II Holdco VII Pte. Ltd. and its persons acting in concert (PACs) under Regulation 29(1) of SEBI Takeover Regulations. The transaction represents a significant ownership change with the acquirer group securing a dominant position in the housing finance company.

Acquisition Overview

BCP Asia II Holdco VII Pte. Ltd., along with its PACs Blackstone Capital Partners (CYM) IX AIV - F L.P. and Blackstone Capital Partners Asia II L.P., has completed a major acquisition in Aadhar Housing Finance. The transaction was executed through off-market purchase on February 25, 2026.

The acquisition details are summarized below:

Pre and Post Acquisition Holdings

Prior to this acquisition, the acquirer group held a minimal stake of 7,36,706 equity shares representing just 0.17% of the total share capital and diluted share capital. The substantial acquisition has transformed their position significantly.

The shareholding transformation is detailed below:

Share Capital Structure and Regulatory Compliance

The company's equity share capital remains unchanged at 43,37,96,312 shares following the acquisition. The total diluted share capital stands at 44,50,84,486 shares, as per the shareholding pattern for the quarter ended December 31, 2025.

The acquired shares include 11,27,87,041 shares in the nature of encumbrance, representing 26% of the total share capital and 25.34% of the diluted share capital. These encumbered shares were part of the overall acquisition package.

Transaction Authorization and Documentation

The disclosure has been filed with both BSE Limited and National Stock Exchange of India Limited, ensuring complete regulatory transparency. The transaction was authorized by key officials from the acquiring entities, with documentation completed on February 26, 2026.

Yiming Sun, Director of BCP Asia II Holdco VII Pte. Ltd., signed the disclosure in Singapore, while Robert Brooks served as the authorized signatory for both Blackstone PAC entities, completing the documentation in the United States of America. This acquisition establishes the BCP Asia II group as the new promoter entities of Aadhar Housing Finance Limited with a controlling stake of 65.19%.