Aadhar Housing Finance Ltd. announced the completion of major transactions leading to a change in promoter status for the selling entity, BCP Topco VII Pte. Ltd. The reclassification of the former promoters to the ‘public’ category is effective from February 26, 2026. This followed the successful acquisition of shares via an Open Offer and underlying Share Purchase Agreements (SPAs). The Acquirer now holds 65.07% of the paid-up equity.
Completion of Key Transactions and Reclassification
Aadhar Housing Finance Limited has formally notified the stock exchanges regarding the consummation of transactions announced earlier in 2025. These transactions include an Open Offer and subsequent underlying share purchases detailed in Share Purchase Agreements (SPA 1 and SPA 2).
The notification confirms the following acquisitions leading to the status change:
- Acquisition of 7,36,706 equity shares via the Open Offer, effective February 18, 2026.
- Acquisition of 28,20,52,121 equity shares from the Seller under SPA 1 (the “Underlying Transaction”).
- Acquisition of 44,139,236 equity shares by AXDI LDII SPV 1 LTD from the Seller under SPA 2.
Cessation of Promoter Status
The existing members of the promoter and promoter group—specifically BCP Topco VII Pte. Ltd.—have ceased to be in control of the Company and are re-classified from ‘Promoter/Promoter Group’ to the ‘public’ category, effective February 26, 2026. This date marks the consummation of the SPA transactions and the date the Acquirer gained control.
Shareholding Before and After Status Change
The following table details the shares held by the outgoing promoter entity:
| Name of Promoter | No. of equity shares held prior to completion | % shareholding prior to completion | No. of equity shares held post completion | % post completion shareholding |
|---|---|---|---|---|
| BCP Topco VII Pte. Ltd | 32,61,91,357 | 75.19 | Nil | Nil |
| BCP Asia (SG) Holdings Co. Pte Ltd. | Nil | Nil | Nil | Nil |
| Singapore VII Holding Co. Pte. Ltd | Nil | Nil | Nil | Nil |
As of the announcement date, the Acquirer now holds 28,27,88,827 equity shares, representing 65.07 % of the total paid-up equity share capital.
Compliance Commitments for Reclassification
The Seller and associated entities confirmed their intent to declassify as promoters, aligning with criteria disclosed in the Letter of Offer dated January 24, 2026. The outgoing promoters provided confirmations to the Board regarding continued adherence to strict compliance requirements:
The entities confirm that they:
- Together do not hold more than 10% of the total voting rights in the Company.
- Do not exercise control over the Company’s affairs directly or indirectly.
- Do not have any special rights via formal or informal arrangements.
- Are not represented on the Board of Directors, nor do they have nominee directors.
- Do not act as key managerial personnel.
- Are not classified as a ‘wilful defaulter’ or a fugitive economic offender.
These conditions must be continuously met. Specifically, the criteria concerning board representation and key managerial personnel status must be maintained for a minimum period of 3 years from the date of re-classification.
Source: BSE
