The Board of Directors are pleased to present the
Sixteenth Annual Report of Aptus Value Housing
Finance India Limited ("Aptus"/"Company"), together
with the audited financial statements of the Company
for the financial year ended March 31, 2025.

Aptus is a Housing Finance Company registered with
the National Housing Bank ("NHB") and regulated by
the Reserve Bank of India ("RBI"). Aptus is an entirely
retail focused housing finance company primarily
serving low and middle income self-employed
customers in the rural and semi-urban markets of
India. The equity shares of the Company are listed on
the National Stock Exchange of India Limited ("NSE")
and on BSE Limited ("BSE").

1. Financial Results (' in crores)

2. Operations

• Sanctions and Disbursements

During the year under review, the Company
sanctioned loans amounting to '3,867 crores,
marking a notable increase from '3,320 crores
in the previous year. Loan disbursements for
the year stood at '3,604 crores, reflecting
a robust growth of 15% year-on-year. As of
March 31, 2025, the Company proudly served
an expanding customer base of 1,61,597
reflecting the trust and confidence reposed
by a rapidly growing community of borrowers.

• Asset under management (AUM)

As at March 31, 2025, Aptus achieved a
significant milestone with Assets under
Management (AUM) reaching '10,865 crores,
reflecting a strong 25% growth over '8,722
crores in the previous financial year.

Branch Network

Aptus has a strong network of 300 branches
across 6 Indian states and 1 union territory as
at the end of March 31, 2025, as compared to
262 branches in the previous financial year.

The details of the branches are available on
the website of the Company. (weblink: www.
aptusindia.com/branch-network).

• Asset Quality

The Company has demonstrated robust
asset quality management by consistently
maintaining a low Non-Performing Assets
(NPA) ratio over recent quarters. This reflects
prudent underwriting practices, effective
credit risk assessment, and strong recovery
mechanisms. The Gross NPA (GNPA) at 1.19%
and Net NPA (NNPA) at 0.89% as of March
31, 2025, have remained well below industry
averages, indicating the company's resilience
amid volatile market conditions.

The Company maintains an adequate
Provision Coverage Ratio (PCR) of 25% on NPAs,
reflecting a cautious and prudent stance on
risk management. This level of provisioning
provides a solid buffer against potential credit
losses, thereby reinforcing the Company's
financial strength and enhancing investor
trust.

This consistent performance highlights the
Company's focus on maintaining asset quality
while supporting sustainable growth, making
Aptus a stable and trustworthy player in the
financial services sector.

• Resource mobilization

The Company boasts a robust and well-
diversified borrowing profile, underscoring
its financial resilience. As of March 2025, the
Company's borrowings were strategically
sourced from multiple channels: 52% from
banks, 15% from the National Housing Bank
(NHB), 19% through issue of Non-convertible
Debentures (NCDs) from Development
financial institutions (DFIs) like International
Finance Corporation and reputable mutual
funds such as ICICI Prudential Mutual Fund and
Nippon Mutual Fund, Insurance Companies
like Star Health and Allied Insurance Co Ltd
and Royal Sundaram General Insurance Co.
Ltd, and 14% through securitization.

Notably, in the financial year under review, the
Company has further enhanced its funding
mix by tapping into NCDs, a move that
underscores its commitment to diversifying
funding sources and optimizing capital costs.
A key testament to its financial strength is
the Company's on-balance-sheet liquidity of
' 1,155 crores as of March 2025, bolstered by
undrawn sanctions of ' 678 crores from NHB
and various banks. This substantial liquidity
not only provides operational flexibility but
also positions the Company to efficiently meet
funding requirements and drive future growth.

3. Credit Rating

The credit rating details of the Company as at March 31, 2025 are as follows:

4. Deposits

The Company is registered as a non-deposit taking Housing Finance Company with the National Housing
Bank and hence does not accept any deposits. The Company has not accepted any deposits from the
public within the meaning of the provisions of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year ended March 31, 2025. No amount on account of principal or
interest on deposits from the public was outstanding as on March 31, 2025.

5. Transfer to Special Reserve

As per Section 29C (i) of National Housing Bank
Act, 1987, the Company is required to transfer at
least 20% of its net profit every year to a reserve
before any dividend is declared. Accordingly, the
Company has transferred ' 115 crores to special
reserve in accordance with Section 29C(i) of
National Housing Bank Act, 1987 read along with
Section 36(1)(viii) of the Income Tax Act, 1961.

6. Dividend

The Board declared two interim dividends
aggregating to ' 4.50/- per equity share for the
financial year 2024-25 on May 03, 2024 and
November 05, 2024.

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Board of Directors have adopted a dividend
distribution policy. The dividend distribution policy
is available on the website of the Company.
(weblink: Dividend Distribution Policy).

During the year under review, an unclaimed
dividend of ' 5,32,899 was transferred to the
unpaid dividend account of the Company. Those
members who have not yet claimed their dividend
for the financial year are requested to correspond
with the RTA or with the Company Secretary
through the e-mail id of the Company at cs@
aptusindia.com. Further, members are requested
to note that dividends that are not claimed
within seven years from the date of transfer to
the Company's unpaid dividend account, will
be transferred to the Investor Education and
Protection Fund (IEPF). Shares on which dividend
remains unclaimed for seven consecutive years
shall be transferred to IEPF as per Section 124 of
the Companies Act, 2013, read with applicable IEPF
rules.

7. Employee Stock Option Scheme

We incentivize and retain high-performing
employees by granting share-based benefits
under our ESOP schemes, aligning individual
goals with Company objectives. Our existing
ESOP scheme, the Aptus Employee Stock Option
Scheme, 2021 ("ESOP 2021"), fosters a culture of
ownership and drives business growth.

ESOP 2021 is in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021. In terms of Regulation 14 of
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the disclosures with
respect to ESOP 2021 is provided on the website
of the Company at (weblink: ESOP Disclosure).
In terms of Regulation 13 of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, a certificate from the secretarial auditor, S
Sandeep & Associates, Company Secretaries will

be made available electronically for inspection
by the shareholders during the ensuing Annual
General Meeting.

8. Share Capital

There has been no change in the authorized share
capital of the Company during the financial year
ended March 31, 2025.

During the year under review, 8,90,137 equity
shares of ' 2/- were allotted on exercise of stock
options granted to the employees of the Company
under ESOP 2021. Consequent to this, the paid-up
share capital of the Company has increased to
' 99,96,28,276 comprising of 49,98,14,138 equity
shares of ' 2/- each as on March 31, 2025, as
against ' 99,78,48,002 comprising of 49,89,24,001
equity shares of ' 2/- each as on March 31, 2024.

9. Directors and Key Managerial Personnel

The composition of the Board of Directors is in
accordance with Section 149 of the Companies
Act, 2013, and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, with an optimum combination
of Executive, Non-Executive, and Independent
Directors.

As of March 31, 2025, the Board of Directors of the
Company comprised of 9 Directors, including five
Independent Directors (including one woman
Independent Director), two Nominee Directors
and two Executive Directors.

The following changes happened in the
composition of the Board of Directors and office of
the Key Managerial Personnel during the financial
year 2024-25.

• Mr. Shailesh Mehta (DIN: 01633893), Non¬
executive Director resigned from Board w.e.f.
April 18, 2024.

• Mr. M Anandan (DIN: 00033633) was re¬
appointed as the Executive Director &
Chairman of the Company for a tenure
of 3 years w.e.f. December 24, 2024. The
shareholders have approved this appointment
by passing a special resolution on September
06, 2024, via postal ballot.

• Mr. Anand Raghavan (DIN: 00243485) was
appointed as an Additional Director on the
Board of the Company and designated
as Independent Director w.e.f. January 31,
2025. The shareholders have approved this
appointment by passing a special resolution
on March 08, 2025, via postal ballot.

• Mr. Natarajan Ramasubramanian (DIN:
10887970) was appointed as an additional
Director on the Board of the Company and
designated as Independent Director w.e.f.
January 31, 2025. The shareholders have

approved this appointment by passing a
special resolution on March 08, 2025, via
postal ballot.

• Mr. S Krishnamurthy (DIN: 00066044),
Mr. K M Mohandass (DIN: 00707839) and
Mr. Krishnamurthy Vijayan (DIN: 00589406),
completed their second and final term as
Independent Directors of the Company.
Accordingly, they ceased to be Independent
Directors of the Company with effect from the
close of business hours on March 03, 2025.

• Mr. Subba Rao N V (DIN: 05153667) was
appointed as an additional Director on the
Board of the Company and designated
as Independent Director w.e.f. March 21,
2025. The shareholders have approved this
appointment by passing a special resolution
on April 25, 2025, via postal ballot.

There were no changes that took place in the
composition of the Key Managerial Personnel
during the financial year 2024-25. However, the
following changes took place in the composition
of Key Managerial Personnel between the financial
year ended March 31, 2025, and the date of this
report.

• Mr. John Vijayan Rayappa resigned as the
Chief Financial Officer of the Company from
the closure of business hours on May 06, 2025,
and was appointed as the Chief Risk Officer of
the Company w.e.f. May 07, 2025.

• Mr. Sanjay Mittal was appointed as the Chief
Financial Officer of the Company w.e.f. May 07,
2025.

Pursuant to the provisions of Section 149 of the
Companies Act, 2013 the Independent Directors
have submitted the Declaration of Independence,
stating that each of them meets the criteria of
independence as required under Section 149(6) of
the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change
in the circumstances affecting their status as
Independent Directors of the Company.

During the year under review, the Non-executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees, commission and
reimbursement of expenses, if any.

Further, in accordance with the provisions of
the Companies Act, 2013, Mr. K P Balaraj (DIN:
00163632), Non-executive Nominee Director
of the Company is liable to retire by rotation at
the ensuing 16^th Annual General Meeting of the
Company and being eligible has offered himself
for reappointment.

10. Board and committee meetings

The Board met 6 times during the year under
review. Details on composition of the Board and
various Committees of the Board and number of
meetings of the Board and Committees during
the year under review are given in the Corporate
Governance Report enclosed as Annexure D to
this Annual Report.

11. Board Evaluation

In accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has
conducted its annual evaluation, including
assessments of the performance of the Board as
a whole, its committees, and individual Directors.

The performance of the Board was evaluated by
the Board after seeking input from all the Directors
based on criteria such as the Board composition
and structure, meetings, strategy, governance &
compliance, risk management, internal controls
& financial reporting, stakeholder value &
responsibility.

The performance of each committee was
evaluated by the Board of Directors after
obtaining inputs from the respective committee
members, taking into consideration factors
such as the committee's structure, functioning,
effectiveness in discharging its responsibilities,
and the contributions of individual members.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company
was evaluated, considering the views of both
Executive Directors and Non-Executive Directors.

The performance of individual Directors was
reviewed by the Board of Directors and the
Nomination and Remuneration Committee,
based on criteria such as their attendance,
participation and contribution at Board and
committee meetings, professional conduct,
domain knowledge, and fulfilment of their duties
and responsibilities in line with the Company's
objectives and regulatory expectations.

The Company has adopted a policy on
appointment, remuneration and evaluation of the
Directors, Key Managerial Personnel and Senior
Management and the same is available on the
website of the Company.(weblink: Appointment
Remuneration and Evaluation Policy)

12. Compliance with Secretarial Standards on Board
and General Meetings

The company has complied with all the provisions
of secretarial standards issued by the Institute
of Company Secretaries of India in respect of

meetings of the Board of Directors and general
meetings held during the year.

13. Corporate Governance Report

In accordance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
a detailed report on Corporate Governance,
outlining the Company's governance structure,
practices, and disclosures, is enclosed as part
of this Annual Report as Annexure D. The report
highlights the Company's commitment to
transparency, accountability, and ethical business
conduct.

A certificate from M/s. Sandeep & Associates,
Practicing Company Secretaries, confirming
the Company's compliance with the corporate
governance requirements as stipulated under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is enclosed as
part of this Annual Report as Annexure I.

14. Management Discussion and Analysis

The Management Discussion and Analysis Report,
prepared in accordance with the requirements
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the Master
Direction - Non-Banking Financial Company
- Housing Finance Company (Reserve Bank)
Directions, 2021, is enclosed and forms part of this
Annual Report as Annexure C. This report provides
a comprehensive overview of the Company's
financial and operational performance, industry
trends, business outlook, key risks and mitigation
strategies, and internal control systems for the
year under review.

15. Auditors & Auditor's Report

(a) Statutory Auditors

In accordance with the conditions as
prescribed in Section 139 of the Companies Act,
2013, Companies (Audit and Auditors) Rules,
2014 and as per the guidelines for appointment
of Statutory Central Auditors (SCAS)/Statutory
Auditors (SAS) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) dated
April 27, 2021 issued by the Reserve Bank
of India, M/s. Sundaram and Srinivasan,
Chartered Accountants (Firm Registration
Number : 004207S) was appointed as the
Statutory Auditors of the Company for a term
of three years at the 15th Annual General
Meeting held on August 14, 2024 till the date of
conclusion of the 18th Annual General Meeting
to be held in the financial year 2027.

The Statutory Auditor's Report for the financial
year ended March 31, 2025, is annexed to
and forms an integral part of the financial
statements. The report does not contain any
qualification, reservation, or adverse remark

with respect to the financial statements
prepared in accordance with Section 133 of the
Companies Act, 2013 and the accompanying
notes to accounts. Further, no instances
of fraud were detected or reported by the
Statutory Auditors under Section 143(12) of the
Companies Act, 2013 during the year.

(b) Internal Auditors

In compliance with the notification dated June
11, 2021, issued by the Reserve Bank of India
regarding Risk Based Internal Audit, the Board
of Directors based on the recommendations
of the Audit committee and the Nomination
and Remuneration committee has appointed
Mr. K Vijayaraghavan as the Chief Internal
Audit Officer for overseeing the internal
audit function to assess and enhance the
effectiveness of risk management, control,
and governance processes within the
organization.

Further, the Company has appointed M/s.
R.G.N. Price & Co to assist the internal audit
team in conducting the internal audit of Head
office functions as per the Risk-Based Internal
Audit (RBIA) plan approved by the Audit
committee of the Board.

The Internal Audit function plays a vital role in
ensuring the effectiveness of the Company's
risk management, internal controls,
and governance processes. It operates
independently under the supervision of the
Chief Internal Audit Officer, in line with the RBIA
framework prescribed by the Reserve Bank
of India. The internal audit function provides
objective assurance and insights to the
Audit committee, Board and management,
helping to strengthen operational efficiency,
compliance, and risk mitigation across all
areas of the business.

(c) Secretarial Auditors

M/s. S. Sandeep & Associates, Company
Secretaries, were appointed to carry out the
Secretarial Audit of the Company for the
financial year 2024-25, in compliance with the
requirements of Section 204 of the Companies
Act, 2013, and the applicable rules framed
thereunder.

The secretarial audit report for the financial
year ended March 31, 2025 is enclosed and
forms part of this Annual report as Annexure
F. The Secretarial Auditors have submitted
their report for the financial year without any
qualifications, reservations, adverse remarks,
or disclaimers.

Further, in compliance with the provisions of
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,

2015, the Board of Directors has approved
the appointment of M/s. S. Sandeep &
Associates, Practicing Company Secretaries,
as the Secretarial Auditors of the Company
for a term of five consecutive financial years
commencing from FY 2025-26, subject to the
approval of the shareholders at the ensuing
Annual General Meeting. The Company
has received a consent letter and eligibility
certificate from M/s. S. Sandeep & Associates,
Practicing Company Secretaries, confirming
that they meet the criteria prescribed under
the Companies Act, 2013 and applicable rules
thereunder. They have also affirmed that they
are not disqualified in any manner and are
eligible to be appointed as the Secretarial
Auditors of the Company, if approved by the
shareholders.

16. Maintenance of cost records and cost audit

Maintenance of cost records and requirements
of cost audit as prescribed under the provisions
of section 148(1) of the Companies Act, 2013 is not
applicable for the business activities carried out
by the Company.

17. Internal Financial Controls

The Company has established a robust framework
of Internal Financial Controls (IFC) designed to
ensure the accuracy and reliability of financial
reporting, safeguard assets, prevent frauds and
errors, maintain operational efficiency, and ensure
compliance with applicable laws and regulations.
These controls have been implemented in
accordance with the requirements of Section
134(5)(e) of the Companies Act, 2013 and are
aligned with the guidance issued by the Institute
of Chartered Accountants of India (ICAI) and
relevant regulatory norms, including those
applicable to Non-Banking Financial Companies
- Housing Finance Companies (NBFC-HFCs) as
prescribed by the Reserve Bank of India (RBI).

The internal financial control system is
commensurate with the size, nature, and
complexity of the Company's operations and
covers all key areas of financial reporting, including
transaction authorization, recording procedures,
operational controls, and IT system security. This
framework also integrates risk-based internal
audit processes that ensure regular review and
testing of controls across all functional areas.

During the year, the Company undertook a
detailed assessment and evaluation of its
internal financial controls. Key processes such as
loan origination, credit appraisal, disbursement,
collections, treasury, and financial reporting were
reviewed to identify and mitigate any control
gaps.

The Internal Audit function, operating independently
under the supervision of the Audit Committee,
conducts periodic reviews of control effectiveness
and reports any deviations or control weaknesses,
along with recommendations for corrective
action. These findings are reviewed and monitored
by the Audit Committee and senior management
to ensure timely implementation and continuous
improvement.

Based on the internal evaluations conducted
during the year and the reports submitted by the
Internal and Statutory Auditors, the Board is of
the opinion that the Company's internal financial
controls are adequate and operating effectively.
No material weaknesses were observed that
could adversely affect the Company's financial
reporting or internal controls.

The Company remains committed to strengthening
its internal control systems to support its long¬
term growth, ensure sound governance, and
maintain stakeholder trust.

18. Material Changes and Commitments

There are no material changes and commitments
between March 31, 2025, and the date of this
report having an adverse bearing on the financial
position of the Company.

19. Annual Return

The copy of Annual Return for FY 2024-25 in Form
MGT-7 as required under section 92 and section 134
of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration)
Rules, 2014 is available on the Company's website
at www.aptusindia.com.

20. Risk Management Framework

Effective risk management is integral to the
sound functioning and sustainable growth of
our Company. As a Housing Finance Company
(HFC), we operate in a dynamic environment that
requires a robust and proactive approach for
identifying, assessing, and mitigating various risks
that can impact our operations, financial stability,
and reputation.

Our Risk Management Framework (RMF) is
designed to provide a structured and consistent
approach to managing all material risks across
the organization. The framework aligns with
regulatory requirements prescribed by the
National Housing Bank (NHB) and other applicable
statutory authorities. It is tailored to the specific
nature of our business, with particular emphasis
on credit risk, market risk, liquidity risk, operational
risk, interest rate risk, information technology risk
and compliance risk.

Key features of our RMF include:

• Risk Governance Structure: Clearly defined
roles and responsibilities at the Board,
committee, and operational levels ensure
accountability and oversight.

• Risk Identification and Assessment: Systematic
processes to identify internal and external risk
factors, both current and emerging, through
scenario analysis, stress testing, and periodic
reviews.

• Risk Monitoring and Reporting: Continuous

monitoring of risk indicators and exposures,
with regular reporting to Risk management
committee and the Board, enables informed
decision-making.

• Risk Mitigation and Control Mechanisms:

Implementation of risk limits, credit approval
authority matrix, internal controls, and
contingency plans to minimize adverse

impacts.

• Integration with Strategic Planning: Risk

considerations are embedded into the

Company's strategic objectives, business
planning, and decision-making processes.

The Risk Management Committee (RMC) of

the Board plays a pivotal role in overseeing
the Company's overall risk profile and risk
management practices. The Committee is
constituted in accordance with applicable
regulatory guidelines and comprises members
with expertise in finance, risk, and governance. The
Committee meets periodically during the year to
review key risk areas and assess the effectiveness
of the Company's risk management framework.
The RMC is supported by a dedicated Risk
Management Department, headed by the Chief
Risk Officer, who ensures the execution of the risk
strategy, implementation of risk policies, and day-
to-day management of risk-related matters.

21. Human Resources

At Aptus, our people are the cornerstone of our
continued success and growth. In line with our
commitment to fostering a thriving organizational
culture, we remain invested in nurturing talent,
promoting inclusivity, and embedding our
core values into every facet of the employee
experience.

Throughout the year, we have further strengthened
our learning and development ecosystem
through a wide array of structured training
programs, digital learning initiatives, leadership
development initiatives, and role-specific skill¬
building workshops. These initiatives are designed
not only to enhance individual capabilities but
also to prepare our workforce for future challenges
and leadership roles within the Company.

Our proactive talent management strategy
ensures that every employee has access to
opportunities for growth and progression,
supported by transparent performance evaluation
systems and regular feedback mechanisms. We
continue to identify and nurture high-potential
talent through structured career paths, mentoring
programs, and internal mobility opportunities.
In addition, our employee-centric approach is
reinforced by long-term value-sharing initiatives
such as ESOPs, fostering a sense of ownership and
alignment with organizational success.

We remain committed to fostering an inclusive
and equitable workplace, where diversity is
celebrated and equal employment opportunities
are upheld across all levels. Our efforts to create
a safe, respectful, and enabling work environment
have contributed to high levels of engagement,
collaboration, and innovation.

As a result of our sustained people-centric
practices, we are proud to report consistently
low attrition and high employee satisfaction
rates. These outcomes reflect the deep sense
of purpose, belonging, and pride our employees
derive from being part of the Aptus family.

As of March 31, 2025, Aptus had a staff strength of
3,351, a testament to our enduring focus on building
and nurturing a high-performing, committed, and
future-ready workforce.

22. Particulars of Employees

In accordance with the provisions of Section 197
of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the disclosure
relating to the remuneration of Directors and Key
Managerial Personnel forms part of this Annual
Report and is annexed as Annexure K.

Further, the particulars required under Rule
5(2) and 5(3) of the aforesaid Rules, relating
to the statement of top employees in terms of
remuneration drawn, are available for inspection
by the Members at the Registered Office of the
Company during business hours on all working
days up to the date of the forthcoming Annual
General Meeting. Members who wish to inspect
the documents or obtain a copy may write to the
Company Secretary at cs@aptusindia.com.

23. Particulars of Contracts or Arrangements with
Related parties

During the financial year, all contracts,
arrangements, and transactions entered into by
the Company with related parties were on an
arm's length basis and in the ordinary course
of business. There were no materially significant
related party transactions involving promoters,
directors, key managerial personnel, or other

designated persons that could have a potential
conflict with the interests of the Company at large.
All related party transactions are placed before
the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained on a
half yearly basis for the transactions which are of
a foreseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so
granted are placed on a quarterly basis before the
Audit Committee and Board for their review. The
policy on Related Party Transactions as approved
by the Board is available on the website of the
Company (weblink: Related Party Transaction
Policy).

The disclosure of particulars of contracts/
arrangements entered by the Company with
related parties during the financial year 2024-25
in Form AOC-2 forms part of this Annual Report
and is enclosed as Annexure A.

24. Conservation of Energy, Technological
Absorption, Foreign Exchange Earnings/Outgo

The Company is not engaged in any activities
related to energy conservation or technological
absorption and does not operate any
manufacturing facility. Accordingly, the disclosure
requirements under Section 134 of the Companies
Act, 2013, and the applicable Rules pertaining to
energy conservation and technology absorption
are not applicable.

The Company had no foreign currency earnings
or expenditure during the financial year ended
March 31, 2025.

25. Disclosure with respect to Non-Convertible
Debentures as per the Master Direction - Non¬
Banking Financial Company - Housing Finance
Company (Reserve Bank) Directions, 2021.

a) The total number of non-convertible
debentures which have not been claimed
by the Investors or not paid by the housing
finance company after the date on which the
non-convertible debentures became due for
redemption: NIL

b) The total amount in respect of such
debentures remaining unclaimed or unpaid
beyond the date of such debentures became
due for redemption: NIL

26. Subsidiaries, Associates, Joint Ventures

The Company has one wholly owned subsidiary,
Aptus Finance India Private Limited, incorporated
on September 18, 2015.

In compliance with the provisions of Section 129(3)
of the Companies Act, 2013, the Consolidated
Financial Statements, prepared in accordance
with the applicable accounting standards, are
included as part of this Annual Report.

A statement containing the salient features of the
financial statements of the subsidiary, in Form
AOC-1, as required under the first proviso to sub¬
section (3) of Section 129, read with Rule 5 of the
Companies (Accounts) Rules, 2014, forms part of
the financial statements.

The Secretarial Audit Report of Aptus Finance
India Private Limited, being a material subsidiary
of the Company, has been included as part of this
Annual Report and is enclosed as Annexure G.

The Company has adopted a policy on determining
material subsidiaries and the same is published
on the website of the Company (weblink: Policy on
determining material subsidiaries).

The Company does not have any associate or
joint venture companies.

27. Particulars of Loans, Guarantees or Investments
to Wholly Owned Subsidiary

The Company had granted loans and provided
guarantees under Section 186 of the Companies
Act, 2013 to Aptus Finance India Private Limited,
Wholly Owned Subsidiary.

For details refer to Note no. 34.2 in relation to
related party transactions disclosed as per notes
to the Standalone Financial Statements.

28. Disclosure of significant & material orders
passed by the Regulators or Court or Tribunal

During the financial year under review, no
significant or material orders were passed by any
Regulators, Courts, or Tribunals that would affect
the Company's status as a going concern or have
an adverse impact on its future operations.

29. Corporate Social Responsibility (CSR)

In line with its commitment to Corporate Social
Responsibility (CSR), the CSR Committee of the
Board has formulated and recommended a
comprehensive CSR Policy, outlining the activities
eligible to be undertaken by the Company in
accordance with Schedule VII of the Companies
Act, 2013, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The said policy
has been duly approved by the Board and is
available on the Company's website (weblink: CSR
Policy).

During the year under review, Aptus continued
to actively engage in CSR initiatives with a focus
on healthcare, education, social welfare, and skill
development. These programs were thoughtfully
designed and effectively implemented to address
the specific needs of the communities served by
the Company.

Through these sustained efforts, the Company
strives to create a positive and lasting impact
on society, reaffirming its role as a responsible

corporate citizen and contributing meaningfully to
the well-being and development of underserved
communities.

A report on the CSR initiatives of the Company
during the year under review is enclosed and
forms part of this Annual Report as Annexure B.

During the year under review impact assessment
of CSR projects was not applicable to the
Company.

30. Business Responsibility & Sustainability Report
(brsr)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report (BRSR) for the year under
review forms an integral part of this Annual Report
and is enclosed as Annexure E.

31. Whistle Blower Policy & Vigil Mechanism

The Company has adopted a Whistle-Blower
Policy to reinforce its commitment to ethical
conduct, transparency, and accountability. This
mechanism allows directors and employees to
report any unethical behaviour or code of conduct
violations in a confidential manner.

The policy complies with Section 177(9) of
the Companies Act, 2013, relevant Rules, and
Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. It
provides a clear process for raising concerns and
ensures direct access to the Chairman of the
Audit Committee.

The policy is available on the Company's website
(weblink: Whistle Blower & Vigil Mechanism ) and
plays a key role in maintaining a culture of integrity
and trust across all levels of the organization.

32. Policy on Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal)
Act, 2013

The Company is fully committed to fostering a
safe, inclusive, and respectful workplace for all
employees, with particular emphasis on ensuring
a work environment for women that is free from
sexual harassment, bias, and discrimination.

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company
has implemented a Policy on Prevention of Sexual
Harassment at the Workplace. This policy reflects
our unwavering commitment to upholding dignity,
equality, and safety at work and is available on the
Company's website (weblink: Policy on Prevention
of Sexual Harassment).

To ensure effective grievance redressal, an
Internal Complaints Committee (ICC) has been

duly constituted in accordance with the Act.
The ICC is empowered to address and resolve
complaints in a timely, confidential, and impartial
manner.

We are pleased to report that no complaints of
sexual harassment were received during the year
under review, which underscores our sustained
efforts to maintain a positive and secure work
environment. The Company also conducts regular
training programs and awareness sessions to
sensitize employees and reinforce our zero-
tolerance policy towards any form of harassment
or misconduct.

33. Code for Prevention of Insider Trading

The Board of Directors has adopted a
comprehensive Code of Conduct to regulate,
monitor, and report trading activities by insiders,
in compliance with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time.

This Code mandates, among other things, pre¬
clearance of trades involving the Company's
securities and strictly prohibits trading while
in possession of Unpublished Price Sensitive
Information (UPSI). It also restricts trading during
periods when the trading window is closed.

In addition, the Board has approved a Code of
Practices and Procedures for Fair Disclosure of
UPSI, as well as the policy governing the procedure
of inquiry in the event of an actual or suspected
leak of UPSI. These frameworks are designed to
ensure transparency, integrity, and compliance in
handling sensitive information.

The Code of Practices and Procedures for Fair
Disclosure of UPSI is available on the website of the
Company (weblink: Code of Conduct & Procedure
for fair disclosure of UPSI).

34. Other Disclosures under the Companies Act, 2013

• The Company has not issued any shares
carrying differential voting rights. Accordingly,
the disclosure required under Section 43(a)
(ii) of the Companies Act, 2013, read with Rule
4(4) of the Companies (Share Capital and
Debentures) Rules, 2014, is not applicable.

• The Company has not issued any sweat
equity shares during the financial year under
review. Accordingly, the disclosure required
under Section 54(1)(d) of the Companies Act,
2013, read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, is
not applicable.

• During the financial year under review, the
Company neither made any application
nor had any proceedings pending under
the Insolvency and Bankruptcy Code, 2016.

Furthermore, there were no instances of one¬
time settlement of loans with any banks or
financial institutions.

• During the financial year under review, there
were no instances where voting rights were
not exercised in respect of shares acquired
directly by employees under any scheme.
Accordingly, the disclosure required under
Section 67(3) of the Companies Act, 2013,
read with Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014, is not
applicable.

35. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies
Act, 2013, and in respect of the audited financial
statements of the Company for the financial
year ended March 31, 2025, the Board of Directors
hereby confirms that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there were no material
departures therefrom;

b. the Directors have, in the selection of
the accounting policies, consulted the
statutory auditors and have applied their
recommendations consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as at
March 31, 2025 and the profit of the Company
for the year ended on that date;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. the Directors have prepared the annual
accounts on a going concern basis;

e. the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively
during the year ended March 31, 2025; and

f. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively during
the year ended March 31, 2025.

Acknowledgement

The Board of Directors places on record its deep
appreciation and sincere gratitude to all stakeholders
for their continued support and trust during the
financial year. The Directors gratefully acknowledge
the cooperation and assistance extended by the
Company's shareholders, customers, bankers,
debenture holders and trustees, the Central and
State Governments, the Reserve Bank of India, the
National Housing Bank, the Registrar of Companies,
the Securities and Exchange Board of India, BSE
Limited, the National Stock Exchange of India Limited,
Depositories, Registrar and Share Transfer Agents,
Credit Rating Agencies, and all other statutory and
regulatory authorities.

The Board also conveys its heartfelt appreciation
to all employees of the Company, across all levels,
for their unwavering commitment, professionalism,
and significant contributions, which have been
instrumental in driving the Company's performance
and growth during the year under review.

For and on behalf of the Board of Directors

Sd/-
M Anandan

Executive Chairman
Chennai, (DIN: 00033633)

May 06, 2025