Aptus Value Housing Finance India Ltd

Dear Members,

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.

FY 21 FY 22 FY 23 FY 24 FY 25

• 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

64 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 reappointed 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.

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.

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

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

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.

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.

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

66 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.

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.

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.

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.

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.

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.

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.

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, supportedbytransparentperformanceevaluation 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.

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

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 subsection (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.

TheCompanyhasadoptedapolicyondetermining 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.

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.

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.

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).

• 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 onetime 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.

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.

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/-

Executive Chairman Chennai, (DIN: 00033633) May 06, 2025