The acquirer group, led by BCP Topco VII Pte. Ltd., has reported a transaction concerning Aadhar Housing Finance Limited. This involved a disposal by way of an ‘off-market’ sale occurring on 25 and 26 February 2026. The transaction resulted in the acquirer group’s total holding remaining at 75.19% (or 73.29% of diluted capital), as the reported acquisition/sale details indicate zero net change in the primary shareholding figures.
Disclosures under Takeover Regulations
This disclosure pertains to the changes in shareholding of Aadhar Housing Finance Limited (the Target Company or TC) by the Acquirer group, comprising BCP Topco VII Pte. Ltd., BCP Asia (SG) Holdings Co. Pte Ltd. (PAC 1), and Singapore VII Holding Co. Pte. Ltd. (PAC 2). The acquirer group confirms it belongs to the Promoter group, and the shares are listed on BSE Limited and the National Stock Exchange of India Limited.
Holding Before Acquisition/Disposal
Prior to the consideration event, the acquirer group’s holding was substantial:
- Shares carrying voting rights: 32,61,91,357, representing 75.19% of total capital and 73.29% of diluted capital.
- Shares under encumbrance (pledge/lien/etc.): 11,27,87,041, representing 26% of total capital and 25.34% of diluted capital.
- Total measured holding (a+b+c+d): 32,61,91,357$$, equating to 75.19%$$ and 73.29%$$ of total and diluted capital, respectively.
Details of Acquisition/Sale
The filing details an acquisition/sale of 32,61,91,357 shares carrying voting rights. Despite reporting the same number of shares acquired/sold (32,61,91,357), the corresponding percentage change is 0% across all categories after the transaction, indicating that the transaction was either nullified or structured to maintain the final holding position.
The Mode of acquisition/sale was explicitly stated as Disposal by way of an “off-market” sale, dated 25 February 2026 and 26 February 2026. A crucial footnote clarifies that the referenced shares included those subject to a non-disposal undertaking related to refinancing facilities, for which a no objection certificate was obtained from the National Housing Bank to authorize the transfer.
Holding After Acquisition/Sale
Following the event, the holding structure remains identical to the pre-transaction status, showing zero net change in shares carrying voting rights, encumbered shares, or other instruments.
- Total holding after transaction (e): 32,61,91,357, representing 75.19% and 73.29% of total and diluted capital, respectively.
Capital Structure Details
The reported capital structure benchmarks are derived from the TC’s public disclosures as of 31 December 2025:
- Equity Share Capital (Before/After Sale): 43,37,96,312 equity shares.
- Total Diluted Share/Voting Capital (After Sale): 44,50,84,486 equity shares.
The filing was authorized on behalf of the Acquirer entities by Yiming Sun, Director, on 26 February 2026 in Singapore.
Source: BSE
