Edelweiss Financial Services Limited has issued a postal ballot notice seeking shareholder approval for a significant divestment transaction involving its material subsidiary Nido Home Finance Limited. The company proposes to sell a 45% stake in Nido to strategic investors for ₹ 602,30,47,500, which will result in the housing finance company ceasing to be a subsidiary.

Transaction Overview

The Board of Directors, at their meeting held on February 10, 2026, approved the proposal to dispose of 3,12,07,500 equity shares of ₹ 10 each in Nido Home Finance Limited. The transaction involves selling these shares at ₹ 193 per share to CA Sardo Investments (an affiliate of The Carlyle Group) and Salisbury Investments Private Limited (an investment vehicle of Aditya Puri and his family).

Seller-wise Breakdown

The disposal will be executed by Edelweiss Financial Services and its wholly owned subsidiaries as detailed below:

Material Subsidiary Status

Nido Home Finance qualifies as a material subsidiary under the listing regulations, with its financial performance during the year ended March 31, 2025 showing:

As a registered housing finance company with the Reserve Bank of India, Nido is engaged in providing loans to customers. The disposal requires special resolution approval as it involves ceding control over a material subsidiary.

E-voting Process and Timeline

The company has appointed National Securities Depository Limited (NSDL) as the service provider for e-voting facility. Key dates for the postal ballot process are:

Mr. Suresh Viswanathan, Designated Partner at SVVS & Associates Company Secretaries LLP, has been appointed as the Scrutinizer for conducting the postal ballot process.

Post-Transaction Structure

Following the completion of the transaction, Nido will also issue new equity shares and convertible warrants to the buyers:

• CA Sardo Investments will receive 2,57,21,891 equity shares and 5,14,43,782 warrants
• Salisbury Investments Private Limited will receive 1,84,845 equity shares and 3,69,690 warrants

Upon completion of the sale and subsequent allotment, the buyers will hold approximately 73% of Nido's shareholding on a fully diluted basis, with Nido ceasing to be a subsidiary of Edelweiss Financial Services.

Strategic Rationale

The transaction aligns with the company's stated objectives to reduce debt and create value in the business. The Board has confirmed that the buyers are neither related parties nor connected to the company's promoters, making this a non-related party transaction. The disposal is subject to requisite approvals, including approval from the Reserve Bank of India.

Edelweiss Financial Services Limited has announced a public issue of Secured Redeemable Non-Convertible Debentures (NCDs) worth up to ₹3,500 million, offering investors attractive yields and flexible investment options. The announcement was made on March 2, 2026, marking a significant fundraising initiative by the financial services company.

Issue Structure and Terms

The NCD issue is structured with a base size of ₹1,750 million and includes a green shoe option of up to ₹1,750 million, bringing the total issue limit to ₹3,500 million. The debentures carry a face value of ₹1,000 each and will be available in dematerialized form only.

Investment Options and Timeline

The issue features 10 series of NCDs with varying tenures and interest payment structures to cater to different investor preferences. The debentures offer tenures of 24 months, 36 months, 60 months, and 120 months, with annual, monthly, and cumulative interest options. Effective annual interest yields range from 8.64% per annum to 10.01% per annum.

The issue is scheduled to open on Monday, March 2, 2026, and will close on Monday, March 16, 2026. Trading will be conducted on BSE Limited, which serves as the designated stock exchange for the issue.

Fund Utilization and Regulatory Compliance

The company has outlined a clear fund utilization plan in compliance with SEBI regulations. At least 75% of the funds raised will be allocated for repayment or prepayment of interest and principal on existing borrowings. The remaining balance, not exceeding 25% of the raised amount, will be utilized for general corporate purposes, adhering to the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

Allotment Process and Market Intermediaries

Allotment will be conducted in consultation with BSE Limited on a first-come, first-serve basis, determined by the date of application upload to BSE's electronic book. In case of oversubscription, allotment will be made on a proportionate basis among applicants.

The issue is managed by three lead managers: Trust Investment Advisors Private Limited, Nuvama Wealth Management Limited, and Tipsons Consultancy Services Private Limited. Notably, Nuvama Wealth Management Limited is deemed an associate of the company under SEBI regulations and will be involved only in marketing activities.

Company Background

Edelweiss Financial Services Limited was incorporated on November 21, 1995, initially as Edelweiss Capital Limited, beginning operations as an investment banking firm. The company received its Category I Merchant Banker license from SEBI on October 16, 2000, and was renamed to its current form on August 1, 2011. The company's equity shares have been listed on BSE Limited and National Stock Exchange of India Limited since December 2007.

The company has expanded its operations significantly, serving approximately 12.79 million customers through diversified business segments including retail and corporate credit, mutual funds, alternative asset management, asset reconstruction, and insurance. As of December 31, 2025, the company operates through a network of 263 offices, including 260 domestic and 3 international offices, employing 5,866 people.