BCP Topco VII Pte. Ltd., the promoter of Aadhar Housing Finance Limited, has entered into a share purchase agreement with AXDI LDII SPV 1 LTD to sell 4.4 crore equity shares at a price of ₹425 per share. The transaction, dated July 29, 2025, is subject to certain conditions precedent.
Share Purchase Agreement Details
Particulars
Details
Seller
BCP Topco VII Pte. Ltd. (Promoter of Aadhar Housing Finance Limited)
Buyer
AXDI LDII SPV 1 LTD
Date of Agreement
July 29, 2025
Number of Shares
44,139,236
Price per Share
₹425
Key Conditions to Closing
The completion of the share purchase agreement is contingent upon several key conditions, including:
Approval from the Reserve Bank of India under Regulation 45.2 of the Master Direction – Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.
Approval from the Competition Commission of India for the transaction.
Approvals from the National Housing Bank in accordance with the respective financing agreements.
Approval from Indian Bank in respect of the transaction in accordance with the financing agreements.
The Company's certificate of registration dated April 5, 2018, issued by the National Housing Bank not having been revoked or suspended.
Closing and Indemnity
The share purchase agreement between BCP Asia II Holdco VII Pte. Ltd. and/or BCP Topco VII Pte. Ltd. is dated July 25, 2025. The closing of the transaction will occur on the date the agreement is consummated, or a later date agreed upon by both parties, subject to the satisfaction of the conditions mentioned above.
BCP Topco VII Pte. Ltd. will indemnify AXDI LDII SPV 1 LTD against any losses resulting from a breach of representations and warranties under the SPA. Conversely, AXDI LDII SPV 1 LTD will indemnify BCP Topco VII Pte. Ltd. for any losses arising from a breach of their representations and warranties.
Representations and Warranties
BCP Topco VII Pte. Ltd. has provided representations and warranties to AXDI LDII SPV 1 LTD regarding its authority and capacity to execute and perform the SPA, title and ownership of the equity shares, and compliance with anti-bribery and anti-corruption laws.
Governing Law and Termination
The share purchase agreement is governed by the laws of England and Wales. The SPA will terminate under the following conditions:
Automatically, if the closing has not occurred within 15 months from the date of the SPA.
Upon notice if either BCP Topco VII Pte. Ltd. or AXDI LDII SPV 1 LTD breaches any closing requirements.
By mutual written consent of the parties.
Impact on Shareholding
Upon completion of the transaction, AXDI LDII SPV 1 LTD will acquire 44,139,236 equity shares of Aadhar Housing Finance Limited and will be classified as a public shareholder of the Company.
Related Party Transactions
BCP Topco VII Pte. Ltd. is a promoter of Aadhar Housing Finance Limited. AXDI LDII SPV 1 LTD is not related to the Company and is investing in its capacity as a financial investor. It is not acting in concert with BCP Asia II Holdco VII Pte. Ltd. for the purposes of the open offer triggered under the Acquirer SPA and is not related to either BCP Asia II Holdco VII Pte. Ltd. or BCP Topco VII Pte. Ltd.
