Aadhar Hsg. Fin.

HFC focused on the low income housing segment (ticket size less than Rs.1.5 million) in India with the highest AUM and net worth among our analyzed peers in Fiscal 2021, Fiscal 2022, Fiscal 2023 and nine months ended December 31, 2022 and December 31, 2023.

Seasoned business model with strong resilience through business cycles.

Extensive branch and sales office network, geographical penetration and sales channels which contribute significantly to loan sourcing and servicing.

Robust, comprehensive systems and processes for underwriting, collections and monitoring asset quality.

Access to diversified and cost-effective long-term financing with a disciplined approach to asset liability and liquidity management.

Social objectives are one of the core components of our business model.

Experienced, cycle-tested and professional management team with strong corporate governance.

Its Erstwhile Promoters are subject to certain ongoing regulatory investigations by enforcement agencies including the Enforcement Directorate and the outcome of such investigations may adversely impact it and the Equity Shares held by its Promoter, BCP Topco and the market price of the Equity Shares of the Company.

The company Erstwhile Promoters are subject to ongoing regulatory investigations by enforcement agencies including the Enforcement Directorate and the outcome of such investigations may adversely impact the company and the Equity Shares held by its Promoter, BCP Topco and the market price of the Equity Shares of the Company.

Whilst its Company has disassociated itself from the Erstwhile Promoter Entities, there are existing agreements with certain Erstwhile Promoter Entities which cannot be unilaterally terminated by the company.

The company is party to certain legal proceedings and any adverse outcome in these or other proceedings may adversely affect its business.

Its Promoter will continue to exert substantial voting control over the Company after completion of the Offer, which may limit your ability to influence the outcome of matters submitted for approval of its shareholders.

The company depends on the accuracy and completeness of information provided by its potential borrowers and third-party service providers. Its reliance on any misleading information given by potential borrowers may affect its judgment of credit worthiness of potential borrowers, and the value of and title to the collateral, which may affect its business, results of operations, cash flows and financial condition.

The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.

The company is party to certain legal proceedings and any adverse outcome in these or other proceedings may adversely affect its business.

Any increase in the levels of non-performing assets in its AUM would adversely affect the company`s business, results of operations, cash flows and financial condition.

The company is subject to periodic inspections by the NHB and RBI. Non-compliance with the NHB`s observations made during any such inspections could adversely affect its reputation, financial condition and results of operations.

If the company fails to identify, monitor and manage risks and effectively implement its risk management policies, it could have a material adverse effect on the company`s business, financial condition, results of operations and cash flows.

The company has entered into a number of related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest.

The company is vulnerable to the volatility in interest rates and its may faces interest rate and maturity mismatches between the company`s assets and liabilities in the future which may cause liquidity issues.

Statistical and industry data in this document is derived from the CRISIL Report commissioned by its and paid for by its exclusively for the purpose of the Offer.

Its may not be able to maintain its capital adequacy ratio, which could adversely affect its business.

Its indebtedness and conditions and restrictions imposed by the company financing arrangements could adversely affect its ability to conduct the company`s business and operations.

The company do not own its branch offices, including its registered office and corporate office. Any termination or failure by it to renew the lease/ leave and license agreements in a favourable and timely manner, or at all, could adversely affect its business and results of operations. Moreover, many of the lease/ leave and license agreements entered into by its may not be duly registered or adequately stamped.

The company is required to comply with regulations and guidelines issued by regulatory authorities in India, including the NHB and RBI, which may increase its compliance costs, divert the attention of the company management and subject it to penalties.

The company assign a portion of its loan assets through direct assignments and through a co-lending arrangement to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned to banks and other institutions or any decline in demand for such assignment of loan assets may adversely impact its financial performance and/or cash flows.

The company assign a portion of its loan assets through direct assignments and through a co-lending arrangement to banks and other institutions. Any deterioration in the performance of any pool of receivables assigned to banks and other institutions or any decline in demand for such assignment of loan assets may adversely impact its financial performance and/or cash flows.

Any negative events affecting the Indian real estate sector could adversely affect the value of the collateral for its loans, its business and result of operations.

The company is subject to periodic inspections by the NHB. Non-compliance with the NHB`s observations made during any such inspections could subject it to penalties and restrictions which may be imposed by the NHB and/or RBI and could adversely affect its reputation, financial condition and results of operations.

Its may not be able to identify or correct defects or irregularities in title to the properties which are made collateral to the loans offered by it to the company customers, which may adversely affect its business.

Any increase in its provisioning in the future due to the increase NPAs or the introduction of more stringent requirements in respect of loan loss provisioning, may reduce its profit after tax and adversely impact the company`s results of operations.

The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.

The company does not own its branches, sales offices, regional and corporate offices, including its Registered Office and Corporate Office. Any termination or failure by us to renew the lease/ leave and license agreements in a favorable and timely manner, or at all, could adversely affect its business and results of operations. Moreover, many of the lease/leave and license agreements entered into by it may not be duly registered or adequately stamped.

There are existing agreements with certain entities which cannot be unilaterally terminated by it.

The company has geographic concentration in certain states and therefore are dependent on the general economic conditions and activities in these states.

Any negative events affecting the Indian real estate sector could adversely affect the value of the collateral for its loans, the company`s business and result of operations.

Any increase in the levels of non-performing assets ("NPAs") in its AUM, for any reason whatsoever, would adversely affect its business, results of operations, cash flows and financial condition.

Its non-convertible debentures are listed on BSE and the company is subject to rules and regulations with respect to such listed non- convertible debentures. If the company fail to comply with such rules and regulations, its may be subject to certain penal actions, which may have an adverse effect on its business, reputation, results of operations, cash flows and financial condition.

If the company fail to identify, monitor and manage risks and effectively implement its risk management policies, it could have a material adverse effect on its business, financial condition, results of operations and cash flows.

The company may not be able to identify or correct defects or irregularities in title to the properties which are made collateral to the loans offered by it to the company customers, which may adversely affect its business.

The company relies significantly on its information technology systems for its business and operations. A failure, inadequacy or security breach in its information technology and telecommunication systems may adversely affect its business, results of operations, cash flows and financial condition.

The company depend on the accuracy and completeness of information provided by its potential borrowers and third-party service providers. Its reliance on any misleading information given by potential borrowers may affect its judgment of credit worthiness of potential borrowers, and the value of and title to the collateral, which may affect its business, results of operations, cash flows and financial condition.

Its Promoter will continue to exert substantial voting control over the Company after completion of the Offer, which may limit your ability to influence the outcome of matters submitted for approval of its shareholders.

Its secretarial records for certain past allotments and changes in relation to its Registered Office are not traceable. The company cannot assure you that legal proceedings or regulatory actions will not be initiated against the Company in future in relation to such untraceable records.

The company depend on third-party selling agents for referral of a certain portion of its customers, who do not work exclusively for the company.

The company may be unable to protect its brand names and other intellectual property rights which are critical to its business.

Its may not be able to sustain its business growth, which may have a material adverse effect on its business, results of operations, cash flows and financial condition.

The company has entered into a number of related party transactions and may continue to enter into related party transactions, which may involve conflicts of interest.

The company is vulnerable to the volatility in interest rates and its may face interest rate and maturity mismatches between its assets and liabilities in the future which may cause liquidity issues.

The bankruptcy code in India may affect its rights to recover loans from the company customers.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

Its may face asset-liability mismatches, which could affect its liquidity and consequently affect its operations and financial performance adversely.

Its business is primarily focused on the low income housing segment and any adverse development in this segment or in government policies affecting this segment could affect its business and results of operations.

Statistical and industry data in this Red Herring Prospectus is derived from the CRISIL Report commissioned and paid by the company exclusively for the purpose of the Offer.

Its indebtedness and conditions and restrictions imposed by its financing arrangements could adversely affect its ability to conduct its business and operations.

The company may not be able to maintain its capital to risk weighted assets ratio, which could adversely affect its business.

Any downgrade in its credit ratings may increase interest rates for raising new debt, refinancing its outstanding debt, which would increase its financing costs, and adversely affect its future issuances of debt and its ability to borrow on a competitive basis.

The company prior joint statutory auditors included a matter of emphasis in their audit report on financial statements as at and for FY ended March 31, 2021.

Its may experience difficulties in expanding its business or pursuing new business opportunities in new regions and markets.

Its business and result of operations are dependent on the general economic conditions and activities in certain states in which the company has concentrated presence and may be adversely affected by difficulties in expanding its business or pursuing new business opportunities in new regions and markets.

Borrowing for the purchase or construction of property may not continue to offer borrowers the same fiscal benefits it currently offers and the housing sector may not continue to be regarded as a priority sector by the Government, which may adversely affect its business, prospects, financial condition and results of operations.

The company may not be able to sustain its business growth, which may have a material adverse effect on its business, results of operations, cash flows and financial condition.

Its may not be able to obtain, renew or maintain statutory and regulatory permits and approvals required to operate its business may materially and adversely affect its business and results of operations.

The company relies significantly on its information technology systems for the company`s business and operations. A failure, inadequacy or security breach in its information technology and telecommunication systems may adversely affect its business, results of operations, cash flows and financial condition.

Its may have to comply with stricter regulations and guidelines issued by regulatory authorities in India, including the NHB and RBI, which may increase its compliance costs, divert the attention of its management and subject it to penalties.

The company has contingent liabilities as at December 31, 2021 and its financial condition may be adversely affected if these contingent liabilities materialize.

The company depends on third-party selling agents for referral of 66.5% of its new customers for the nine months ended December 31, 2023, who does not work exclusively for the company.

Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

Security breaches of customers` confidential information that the company store may expose its to liability and harm its reputation.

The company may faces asset-liability mismatches, which could affect its liquidity and consequently affect the company operations and financial performance adversely.

Its insurance coverage may not be sufficient or may not adequately protect its against losses, and successful claims that exceed its insurance coverage could harm its results of operations and diminish its financial position.

Its may be unable to protect its brand names and other intellectual property rights which are critical to its business.

Any downgrade in its credit ratings may increase interest rates for raising new debt, refinancing its outstanding debt, which would increase the company financing costs, and adversely affect its future issuances of debt and the company`s ability to borrow on a competitive basis. Any downgrade in its credit ratings may increase interest rates for raising new debt, refinancing its outstanding debt, which would increase its financing costs, and adversely affect its future issuances of debt and the company`s ability to borrow on a competitive basis.

Negative publicity could damage its reputation and adversely impact its business and financial results.

Borrowing for the purchase or construction of property may not continue to offer borrowers the same fiscal benefits it currently offers and the housing sector may not continue to be regarded as a priority sector by the Government, which may adversely affect its business, prospects, financial condition and results of operations.

The company, together with its Promoter, are required to comply with certain restrictive covenants in relation to its shareholding, under its financing agreements.

The company may not be able to obtain, renew or maintain statutory and regulatory permits and approvals required to operate its business may materially and adversely affect the company`s business and results of operations.

The company has in this document included certain non-GAAP financial measures and certain other selected statistical information related to its operations and financial condition. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the financial services industry and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other financial services companies.

The company has contingent liabilities and its financial condition may be adversely affected if these contingent liabilities materialize.

Its management will have flexibility over the use of the Net Proceeds of the Fresh Offer.

Security breaches of customers` confidential information that the company store may expose it to liability and harm its reputation.

Negative publicity could damage its reputation and adversely impact the company`s business and financial results.

A portion of the proceeds from this Offer will not be available to the company.

The bankruptcy code in India may affect its rights to recover loans from its customers.

Its insurance coverage may not be sufficient or may not adequately protect it against losses, and successful claims that exceed its insurance coverage could harm its results of operations and diminish the company financial position.

The company expect to be classified a passive foreign investment company, and its U.S. shareholders may suffer adverse tax consequences as a result.

The company, together with its Promoter, are required to comply with certain restrictive covenants in relation to its shareholding, under its financing agreements.

The company has in this Red Herring Prospectus included certain non-GAAP financial measures and certain other selected statistical information related to its operations and financial condition. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the financial services industry and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other financial services companies.

The Company is not, and does not intend to become, regulated as an investment company under the Investment Company Act and related rules. The Volcker Rule may affect the ability of certain types of entities to purchase the Equity Shares.

Annualized financial data contained in this Red Herring Prospectus may not reflect its future performance.

Fluctuations in the market value of its investments could adversely affect its results of operations and financial condition.

Some of its secretarial records are not traceable.

Its management will have flexibility over the use of the Net Proceeds of the Fresh Issue.

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

The average cost of acquisition of the Promoter Selling shareholder may be below the Offer Price.

The company expect to be classified as a passive foreign investment company, and our U.S. shareholders may suffer adverse tax consequences as a result.

Fluctuations in the market value of its investments could adversely affect the company results of operations and financial condition.

The outbreak of severe communicable disease or pandemic, including the resurgence of COVID-19, could have a potential impact on its business, financial condition, cash flows and results of operations.

Pursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure ("ASM") and Graded Surveillance Measures ("GSM") by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.

The company has experienced delays in payment of certain statutory dues including employee state insurance corporation contributions, provident fund contributions and income tax payments in the past.