Aadhar Housing Finance IPO Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY ANO IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR SUBSCRIBE TO SECURITIES NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON THE MAIN BOARD PLATFORM Of BSE LIMITED ("BSE") AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE". AND TOGETHER WITH BSE, THE "STOCK EXCHANGES") IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2018. AS AMENDED ("SEBIICDR REGULATIONS").

Our Company was originally incorporated as Vysya Bank Housing Finance Limited' at Bengaluru, Karnataka as a public company under the Companies Act, 1956. pursuant to a certificate of incorporation dated November 26.1990, issued by the Registrar of Companies, Karnataka at Bangalore ( RoC") and commenced operations pursuant to a certificate for commencement of business dated November 27,1990, issued by the RoC. Subsequently, the name of our Company was changed to DHFL Vysya Housing Finance Limited' and a fresh certificate of incorporation dated October 15,2003, was issued by the RoC, Separately, an entity named Aadhar Housing Finance Private Limited' ('Pre-merger AHFPL') was incorporated as a private limited company under the Companies Act. 1956, at Mumbai. Maharashtra pursuant to a certificate of incorporation dated May 3.2010, issued by the Registrar of Companies. Maharashtra at Mumbai, which commenced its operations in February 2011. Pre-merger AHFPL was later converted into a public company and consequently, its name was changed to Aadhar Housing Finance Limited, and a fresh certificate of incorporation dated September 3,2013 was issued by the Registrar of Companies, Maharashtra at Mumbai. Pre-merger AHFPL was later merged into our Company pursuant to a scheme of amalgamation approved by the National Company Law Tribunal. Bengaluru Bench at Bengaluru, vide its order dated October 27,2017 ( Scheme of Amalgamation'). Pursuant to the Scheme of Amalgamation, the name of our Company was changed to Aadhar Housing Finance Limited' and a fresh certificate of incorporation dated December 4.2017, was issued by the RoC. For details in relation to the changes in the name and registered office of our Company, see History and Certain Corporate Matters ' beginning on page 190 of the prospectus dated May 11.2024 filed with the RoC ("Prospectus").

Our Company has filed the Prospectus and the Equity Shares (as defined below) are proposed to be listed on the Main Board platform of Stock Exchanges and the trading will commence on Wednesday, May 15,2024.

INITIAL PUBLIC OFFER OF 95,255,598 EQUITY SHARES OF FACE VALUE OF MO EACH ("EQUITY SHARES") OF AADHAR HOUSING FINANCE LIMITED ("COMPANY") FOR CASH AT A PRICE OF Rs. 315 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 305 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs.30,000^A MILLION COMPRISING A FRESH ISSUANCE OF 31,763,535 EQUITY SHARES AGGREGATING TO Rs.10,000^A MILLION BY OUR COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 63,492,063 EQUITY SHARES AGGREGATING TO Rs.20,000 MILLION BY BCP TOPCO VII PTE. LTD. ("PROMOTER SELLING SHAREHOLDER", AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDER, THE "OFFERED SHARES") ("OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, THE "OFFER"). THE OFFER SHALL CONSTITUTE 22.33% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE OFFER INCLUDED A RESERVATION OF 239,726 EQUITY SHARES OF FACE VALUE OF Rs.10 EACH, AGGREGATING TO Rs.70^A MILLION (CONSTITUTING UP TO 0.06% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). OUR COMPANY, IN CONSULTATION WITH THE BRLMS OFFERED A DISCOUNT OF Rs.23 PER EQUITY SHARE, THAT IS, 7.30% OF THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT").

THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET OFFER". THE OFFER AND NET OFFER SHALL CONSTITUTE 22.33% AND 22.28%, RESPECTIVELY. OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS Rs. 10 EACH. THE OFFER PRICE IS 31.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.

^ A DISCOUNT OF 123 PER EQUITY SHARE WAS OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.

1. Our Erstwhile Promoters are subject to ongoing regulatory investigations by enforcement agencies including the Enforcement Directorate and the outcome of such investigations may adversely impact us and the Equity Shares held by our Promoter, BCP Top co and the market price of the Equity Shares of our Company. For more details, see "Risk Factors" on page 24 of the Prospectus.

2. Any increase in the levels of non-performing assets in our AUM would adversely affect our business, results of operations, cash flows and financial condition. The following table sets forth our NPAs as of the period ends indicated:

in million, except percentages)

* As of March 31, 2022, Gross NPA represents our Gross Retail NPA (closing balance of the Gross NPA of our Retail

A UM as of the last day or the relevant year or period). See ** under "Selected Statistical Information - Financial Ratios" on

page 216 of the Prospectus for impact of the November 12 Circular.

** Not Applicable on March 31,2021 as the November 12 Circular came into effect from November 12,2021

(1) Loan assets of not more than 90 days past due which have been classified as NPA according to the November 12

Circular.

(2) Less than 0.1%

(3) Own Book NPA refers to the NPA of our own loan assets.

3. The Offer consists of an offer for sale, the proceeds of which will not be available to Company.

4. We are vulnerable to the volatility in interest rates and we may face interest rate and maturity mismatches between our assets and liabilities in the future which may cause liquidity issues. The following table shows the split of our assets and borrowings in terms of interest basis as of the dates indicated:

5. The average cost of acquisition of the Promoter Selling Shareholder is Rs. 80.54 which may be below the Offer Price. The Floor Price and Cap Price are "X" times the average cost of acquisition of Selling Shareholder:

6. We have had negative net cash flows in the past and may continue to have negative cash

flows in the future, which could adversely affect our ability to, among others, fund our operations or pay our debts in a timeline manner, which could in turn adversely affect our business, cash flows, financial condition and results of operations. The following table sets forth our cash flows for the periods indicated:

(Rs. in million)

7. There have been no Equity Shares transacted in the three years, eighteen months and one year immediately preceding the Prospectus.

8. The 5 BRLMs associated with the Offer have handled 61 public issues in the past three financial years, out of which 18 issues have closed below the offer price on the listing date

*Issues handled where there were no common BRLMs

This Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBIICDR Regulations, as amended. The Offer was made in accordance with Regulation 6(1) of the SEBI ICDR Regulations and through the Book Building Process wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIBs\ and such portion, the' QIB Portion"). Our Company, in consultation with the Book Running Lead Managers, allotted up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor Investor Portion '), out of which at least one-third was available for allocation to domestic Mutual Funds only, subject to valid Bids having been received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares could have been added to the QIB Portion (other than the Anchor Investor Portion, i.e., the "Net QIB Portion)". Further. 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Net Offer was available for allocation to Non-Institutional Bidders such that: (a) one-third of the portion available to Non-lnstitutional Bidders, was reserved for applicants with application size of more than Rs.0.2 million and up to Rs.1 million and (b) two-thirds of the portion available to Non-lnstitutional Bidders, was reserved for applicants with application size of more than Rs.1 million, provided that the unsubscribed portion in either of such sub-categories could have been allocated to applicants in the other sub-category of Non- lnstitutional Bidders, subject to valid Bids having been received at or above the Offer Price and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders ("RIBs") in accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders) which were blocked by the SCSBs or the Sponsor Banks as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" beginning on page 404 of the Prospectus.

The bidding for Anchor Investor opened and closed on Tuesday. May 7,2024. The company received 61 applications from 44 anchor investors for 29.207,257 equity shares. The Anchor investor price was finalized at Rs. 315 per Equity Share. A total of 28.504.761 shares were allocated under the Anchor Investor Portion aggregating to Rs. 8,978,999.715.

The Offer received 15.99.183 applications for 1,81,65,99,961 Equity Shares (prior to rejections) resulting in 19.07 times subscription. The details of the applications received in the Offer from various categories are as under: (prior to rejections):

* This excludes 5.664 applications for 3.46.390 Equity Shares aggregating to Rs. 108.402.022/- from Retail Individual & HNI Investors which were not in bid book but which were banked.

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date as at different Bid price is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 13, 2024.

A. Allotment to Retail Individual Investors (after rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs.315 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 2.51546 times. The total number of Equity Shares Allotted in Retail Portion is 3,32,55,556 Equity Shares to 707,565 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under.

Note: 1 additional Share shall be allotted to 1 Allottees from amongst 54.222 Successful Applicants from the categories 94 -611 (i.e. excluding successful applicants from Category 47) in the ratio of 1:54222

B. Allotment to Non-lnstitutional Bidders (more than Rs.0.20 million and up to Rs.1.00 million) (after rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.0.20 million Up to Rs.1.00 million), who have bid at the Offer Price of Rs. 315 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 14.17672 times. The total number of Equity Shares allotted in this category is 47,50,793 Equity Shares to 7,220 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Note: 1 additional Share shall be allotted to 33 Allottees from amongst 278 Successful Allottees from the Categories 705 - 3149 (i.e excluding successful applicants from Category 658) in the ratio of 33:278

C. Allotment to Non-lnstitutional Bidders (more than Rs.1.00 million) (after rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.1 million), who have bid at the Offer Price of Rs. 315 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 18.87876 times. The total number of Equity Shares allotted in this category is 95,01,588 Equity Shares to 14,440 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

Note : 1 additional Share shall be allotted to 68 Allottees from amongst 14.440 Successful Applicants from all the categories in the ratio of 17:3610

D. Allotment to Employee Reservation (after rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employees, who have bid at the Offer Price (net of Employee Discount i.e. Rs.23 per Equity Share) was finalized in consultation with the NSE. This category has been subscribed to the extent of 2.57972 times. The total number of Equity Shares allotted in this category is 2.39.726 Equity Shares to 1.137 successful applicants. The category-wise details of the Basis of Allotment are as under:

Note : 1 additional share has been allocated to Category 658 in the ratio of 9: 73

E. Allotment to QIBs (after rejections)

Allotment to QIBs, who have Bid at the Offer Price of Rs. 315 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 76.28881 times of QIB Portion. As per the SEBI Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 9,50,159 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 1,80.53,015 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 1,90,03,174 Equity Shares which were allotted to 155 successful QIB Investors. The category-wise details of the Basis of Allotment are as under:

F. Allotment to Anchor Investors

The Company, in consultation with the BRLMs, have allocated 2,85,04.761 Equity Shares to 44 Anchor Investors (through 61 Applications) at the Anchor Investor Offer Price of Rs. 315 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company on May 13. 2024 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum- Intimations and/ or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been issued on May 13, 2024 and payment to non-Syndicate brokers have been issued on May 14. 2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on May 14, 2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on May 14. 2024. The Company has received listing and trading approval from BSE and NSE and the trading will commence on or about May 15.2024.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Offer, KFin Technologies Limited (formerly known as KFin Technologies Private Limited) at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ sole Bidder, Bid cum Application Form number. Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for. the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

KFin Technologies Limited

(formerly known as KFin Technologies Private Limited)

Selenium Tower-B, Plot 31 & 32,

Financial District. Nanakramguda. Serilingampally. Hyderabad - 500 032, Telangana. India

Tel: +91 40 6716 2222

E-mail: ahfl.ipo@kfintech.com

Investor Grievance E-mail: einward.ris@kfintech.com

Website: www.kfintech.com

Contact Person: M. Murali Krishna

SEBI Registration No.: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF AADHAR HOUSING FINANCE LIMITED.

Aadhar Housing Finance Limited has filed the Prospectus dated May 11. 2024 (the Prospectus') with the RoC. The Prospectus is available on the website of SEBI at www.sebi.gov.in, website of stock exchanges i.e. NSE at www.nseindia.com, BSE at www.bseindia.com and on the website of the Company at https://aadharhousing.com/ and on the websites of the BRLMs. i.e. ICICI Securities Limited, Citigroup Global Markets India Private Limited, Kotak Mahindra Capital Company Limited, Nomura Financial Advisory and Securities (India) Private Limited and SBI Capital Markets Limited at www.icicisecurities.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm. https://investmentbank.kotak.com, www.nomuraholdings.com/company/group/asia/india/index.html and www.sbicaps.com, respectively. Investors should note that investment in equity shares involves a high degree of risk. For details, investors should refer to the Prospectus, including the section titled "Risk Factors" beginning on page 24 of the Prospectus. Potential investors should not rely on the DRHP for making any investment decision. Specific attention of the investors is invited to 'Risk Factors' on page 24 of the Prospectus.

This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to. the registration requirements of the U.S. Securities Act. Accordingly, the Equity Shares are only being offered and sold (a) within the United States solely to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act, and (b) outside the United States in 'offshore transactions" as defined in and in reliance on Regulation S under the U S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.