Aavas Financiers Limited

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

December 5, 2024

Via Email

Katherine M. Krause
Simpson Thacher & Bartlett LLP
Katherine.Krause@stblaw.com

Re:    Tender offer by Aquilo House Pte. Ltd. for shares of Aavas Financiers Limited

Dear Ms. Krause:

We are responding to your letter dated December 4, 2024, addressed to Tiffany Posil, Christina Chalk, and Laura McKenzie. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(a).

In granting the exemptive relief described above, we note:

• Indian law mandates that the Open Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 Working Days, which cannot be reduced or extended (except with approval of the SEBI, which does not generally grant such approval);
• shareholders of the Company received notice of, and information about, the Open Offer and its terms before it commenced, as described in your letter;
• the Open Offer has been the subject of news coverage, including in the United States, as described in your letter;
• on or about the date the Letter of Offer is dispatched to the shareholders, the Purchaser undertakes to publish a legal notice in the U.S. national print edition of The Wall Street Journal disclosing the price per Share of the Open Offer, the maximum number of Shares sought in the Open Offer, the 10 Working Days during which the Open Offer will be open and that the Letter of Offer has been sent to shareholders and is available on the official website of SEBI;
• it is expected that (i) a period of at least 15 Working Days, 14 business days (as defined in your letter) and 22 calendar days will elapse between the dispatch of the final Letter of Offer to shareholders of the Company and the expiration of the Open Offer and (ii) a period of at least 106 Working Days, 106 business days and 158 calendar days will elapse between the first public announcement of the Open Offer and its expiration;
• because the Open Offer is a statutorily mandated tender offer under Indian law, the Purchaser is prohibited from reducing the price offered or the number of Shares it will accept;
• the Takeover Regulations do not contemplate changes to the terms of the Open Offer while it is pending; and
• except for the relief granted, the Open Offer will comply with all applicable U.S. federal securities laws.

The exemptive relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a

different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.