Directors Report of Aptus Value Housing Finance India Ltd.

Mar 31, 2025

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)

Particulars	Consolidated Financial Results
	For the financial year ended Mar 31, 2025	For the financial year ended Mar 31, 2024
Operating income	1,750	1,365
Other Income	48	44
Total Expenses	823	616
Profit before taxation (PBT)	975	793
Tax expense	224	181
Profit after taxation (PAT)	751	612
Assets under Management (AUM)	10,865	8,722
Net Worth	4,317	3,768
Return of Assets (roa)	7.7%	8.0%
Return on Equity (ROE)	18.76%	17.25%

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.

State	No. of Branches	Percentage of AUM as on 31-Mar-2025
Andhra Pradesh	113	42.5%
Tamil Nadu	90	32.9%
Telangana	53	16.2%
Karnataka	34	7.9%
Maharashtra &	10	0.5%
Odisha
Total	300	100%

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:

Instrument	Rating Agency	Rating	Amount ('' in Crores)	Outlook
Bank Facilities	ICRA	[icra]aa-	2,360	Stable
Non-convertible Debentures	ICRA	[icra]aa-	376	Stable
Bank Facilities	CARE	CARE AA-	1,950	Positive
Non-convertible Debentures	CARE	CARE AA-	980	Positive

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 [email protected].

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

---

Mar 31, 2023

Your directors have pleasure in presenting the Fourteenth Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2023.

1. Financial Results		('' in crores)
Particulars	Consolidated Financial Results
	For the financial year ended Mar 31, 2023	For the financial year ended Mar 31,2022
Operating income	1093	815
Other Income	36	25
Less: Expenditure including Depreciation	475	360
Profit before tax	654	480
Profit after tax	503	370
Assets under Management	6,738	5,180

2.2 Loan Assets

The total Assets under Management of Aptus stood at '' 6,738 crores as at March 31, 2023 as against '' 5,180 crores as at March 31,2022, thereby registering a growth of 30%.

2. Operations:

2.1 Sanctions and Disbursements

During the year under review, your Company sanctioned loans worth '' 2,580 crores as compared with the sanctions of '' 1,799 crores during the previous year. Your Company disbursed loans worth '' 2,394 crores during the year under review with an increase of 46% as compared to the disbursements of '' 1,641 crores made during the previous year. Aptus continued its focus on Low and Middle-Income families in Tier II and III cities and the disbursement of '' 2,394 crores benefited more than 32,300 families.

2.3 Branch Expansion

Aptus has a strong network of 231 branches across 5 Indian states. During the year under review, your Company expanded its distribution network in the states of Tamil Nadu, Andhra Pradesh, Telangana, Karnataka and Odisha. The distribution network stood at 231 branches as at the end of March 31, 2023 as compared to 208 branches in the previous year.

2.4 Income, Profits and Net Worth

During the year under review, your Company''s Gross Income grew by 34% to '' 1,129 crores as at March 31, 2023 as against '' 840 crores as at March 31, 2022. The Profit before tax for the year ended March 31, 2023 stood at '' 654 crores with an increase of 36% over '' 480 crores in the correspon ding period of the previous year. The Profit after Tax (PAT) stood at ''503 crores for the year ended March 31, 2023 which was 36% higher over the PAT of '' 370 crores in the previous financial year. Net worth stood at '' 3,339 crores as at March 31,2023.

2.5 Asset Quality

Your Company closed the financial year 2022 - 23 with a Gross NPA of 1.15% as compared to 1.19% in the financial year 2021-22. Aptus has maintained a healthy net NPA rate of 0.86%, indicating the company''s ability to effectively recover loans and minimize credit losses. Company has increased provision coverage ratio to 1.06% as of March ''23 from 0.80% in March ''22 as a prudent measure for maintaining adequate provisions for potential loan losses.

2.6 Resource Mobilisation

Company has well-diversified borrowing sources, with 60% of borrowings from banks, 26% from the National Housing Bank (NHB), 10% from development financial institutions (DFIs) like IFC and large financial institutions, and the remaining portion in the form

of securitization. This diverse borrowing structure enhances the company''s financial stability. Most of our borrowings consist of long-term fixed interest rates from institutions like NHB. Aptus does not have any short term borrowings and other borrowings are mostly linked to1-year MCLR of banks. In December ''21, the company received a credit rating upgrade that helped us secure funding at a slightly lower cost. As of March ''23, the company had a robust liquidity of Rs. 1,136 crores, including an undrawn sanction of Rs. 625 crores from NHB and banks. This liquidity position provides Aptus with the flexibility to meet its funding requirements efficiently.

2.7 Capital Adequacy Ratio

Capital Adequacy Ratio of Aptus stood at 77.38% as on March 31, 2023 as against the minimum requirement of 15% stipulated by Regulators.

3. Credit Rating The credit rating details of the Company as at March 31, 2023 are as follows:
Instrument	Rating Agency	Rating	Outlook
Bank Facilities	ICRA	[ICRA]AA-	Stable
Non-convertible Debentures	ICRA	[ICRA]AA-	Stable
Bank Facilities	CARE	CARE AA-	Stable
Non-convertible Debentures	CARE	CARE AA-	Stable

4. Deposits

Your Company is registered as a non-deposit taking Housing Finance Company with 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 31st March 2023. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023.

5. Transfer to Special Reserves

As per Section 29C (i) of National Housing Bank Act, 1987, your Company is required to transfer at least 20% of its net profit every year to a reserve before any dividend is declared. Accordingly, your Company has transferred Rs. 84.89 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 at the rate of '' 2/- per equity share for the financial year 2022-23 on November 28, 2022 and May 04, 2023. This translates to a dividend payout ratio of 40% of the profits of the Company for the financial year ended March 31, 2023.

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 policy is available on the website of the Company. (weblink: Dividend Distribution policy).

During the year, an unclaimed dividend of '' 2,26,695 was transferred to the unpaid dividend account of the Company.

Those Members who have not so far 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 company at cs@aptusindia. com. Further, the 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 Act, read with applicable IEPF rules.

7. Employee Stock Options Scheme

ESOP 2021

The Company has adopted the Aptus Employee Stock Option Plan, 2021 (ESOP 2021), which was approved by the Board of Directors at their meeting held on November 12, 2020 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on May 6, 2021.

ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the shareholders of the Company have ratified the scheme by way of a special resolution through postal ballot on December 10, 2021.

The Shareholders had authorized the Board/ Nomination and Remuneration Committee (NRC) to issue to the employees, such number of Options under the ESOP 2021, as would be exercisable but not exceeding 1,00,00,000 fully paid-up equity shares of '' 2/ - each in the Company. NRC is empowered to formulate the detailed terms and conditions of the ESOP 2021, administer and supervise the same. The specific employees of the Company and its subsidiary to whom the options are granted and their eligibility criteria is determined by the NRC.

In terms of Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures with respect to ESOP 2021 and ESOP 2015 have been provided on the website of the Company at www. aptusindia.com.

8. Share Capital

There has been no change in the authorized share capital of the Company during the financial year ended March 31,2023.

During the year under review, 11,12,156 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 '' 99,60,60,502 comprising of 49,80,30,251 equity shares of '' 2/- each as on March 31, 2023 as against '' 99,38,36,190 comprising of 49,69,18,095 equity shares of '' 2/- each as on March 31, 2022.

9. Directors

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

As of March''23, the Board of Directors of your Company comprised of 10 Directors; viz. five Independent Directors including one women Independent Director, two Nominee Directors, two Non-executive NonIndependent Directors and one Executive Director.

There were no changes that took place in the composition of the Board of Directors during the financial year 2022-23.

However, the following changes took place in composition of Board of Directors between the financial year ended March 31, 2023 and the date of this report.

(a) Mr. M. Anandan (DIN: 00033633) who was earlier appointed as the Chairman & Managing Director of the Company for a period of 5 years commencing from December 24, 2019 was re-designated as the Executive Chairman of the Company w.e.f. M ay 04, 2023 by the Board subject to the approval of the shareholders at the ensuing Annual General Meeting.

(b) Mr. P. Balaji (DIN: 07904681) was appointed as an additional Director on the Board of the Company and designated as Managing Director for a period of 5 years commencing from May 04,2023 subject to the approval of the shareholders at the ensuing Annual General Meeting.

(c) Mr. Suman Bollina (DIN: 07136443), Non-executive Non-Independent Director resigned from Board on May 04,2023.

Further, in accordance with the provisions of the Companies Act, 2013, Mr. K P Balaraj, Nominee Director of the Company is liable to retire by rotation at the ensuing 14th Annual General Meeting of the Company and being eligible has offered himself for reappointment.

10. Declaration from Independent Directors

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of your Board of Directors, the Independent Directors fulfil the conditions specified in the Act and the rules made there under for appointment as Independent Directors including the integrity, expertise and experience and confirm that they are independent of the management.

11. Board Evaluation

The annual evaluation process of the Board, its committees and Individual Directors were conducted as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A structured exercise was carried out based on the criteria for evaluation forming part of the Policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management and the inputs received from the Directors on the functioning and overall level of engagement of the Board and its committees on parameters such as composition of Board and committees, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management is available on the website of the Company. (weblink: Appointment, Remuneration and Evaluation policy).

12. Board meetings held during the year

During the financial year ended March 31, 2023, the Board met five times on May 05, 2022, August 05, 2022, November 08, 2022, November 28, 2022 and February 02, 2023. The maximum time gap between any two Board meetings did not exceed 120 days during the financial year under review.

13. Committees

Details on composition of various Committees of the Board and number of meetings of the Board and Committees are given in the Corporate Governance Report enclosed as Annexure D to this Annual Report.

14. Compliance with Secretarial Standards on Board and General Meetings

Your 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.

15. Key Managerial Personnel

There were no changes in the office of Key Managerial Personnel (KMP) during the financial year 2022 - 23. However, the following changes have happened in the office of the Key Managerial Personnel after the closure of the Financial Year 2022-23.

1. Mr. P. Balaji was appointed as the Additional Director of the Company and designated as Managing Director by the Board of Directors for a period of five years with effect from May 04, 2023 subject to the approval of the shareholders.

2. Mr. John Vijayan Rayappa was appointed as the Chief Financial Officer of the Company with effect from May 04, 2023.

16. Corporate Governance Report

A report on corporate governance as per the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is enclosed and is forming part of this Annual Report as Annexure D.

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

17. Management Discussion and Analysis

The Management Discussion and Analysis report as required in term of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, is enclosed and is forming part of this Annual Report as Annexure C.

18. Auditors & Auditor''s Report

Statutory Auditors

M/s T.R. Chadha & Co. LLP has been appointed as the Statutory Auditors by the shareholders of the Company for a period of three consecutive financial years viz. 2021-22, 2022-23 and 2023-24 to hold office until the conclusion of the 15th Annual General Meeting, subject to the satisfaction of the eligibility criteria every year.

The Statutory Auditor''s Report for the financial year ended March 31,2023 is annexed to and forms part of the financial statements and the same does not contain any qualification, reservation or adverse remark on the financial statements prepared as per Section 133 of Companies Act, 2013 and notes on accounts annexed thereto. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the year.

The Statutory Auditors have also furnished a declaration confirming their independence. The Audit Committee reviews the independence of the Statutory Auditors and the effectiveness of the Audit process.

Secretarial Auditor

M/s. S. Sandeep & Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2022 - 23, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The secretarial audit report for the financial year ended March 31, 2023 is enclosed and forms part of this Annual report as Annexure F and does not contain any qualifications, reservations or adverse remark.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries Of India on Board Meetings and Annual General Meetings.

19. 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 Act is not applicable for the business activities carried out by the company.

20. Internal Financial Controls

The Company''s internal controls are adequate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing consistent financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with policies.

The Company has further strengthened its internal audit process with both in-house and outsourced Internal Audit teams. The internal audit is conducted based on the annual audit plan which is reviewed and approved by the Audit Committee. The Internal Audit reports are presented to the Audit committee on a quarterly basis for their review.

The Management has assessed the effectiveness of the Company''s internal control over financial reporting as of March 31,2023 and found the same to be adequate and effective. M/s. T.R. Chadha & Co. LLP, Statutory Auditors have also reviewed the internal controls systems as existing in the Company and have given an unmodified opinion on the same.

21. Material Changes and Commitments

There are no material changes and commitments between March 31, 2023 and the date of this report having an adverse bearing on the financial position of the Company.

22. Annual Return

The copy of Annual Return 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.

23. Risk Management Framework

The Company has a robust risk management framework to identify and evaluate business risks and opportunities. Risk management process includes risk identification, risk measurement and evaluation, risk mitigation, risk monitoring and reporting.

Your Company is exposed to various risks which are inherent in financing business, viz. capital risk, credit risk, interest rate risk, market risk, operational risk, liquidity risk, information technology risk, regulatory and compliance risk. These risks not only have a bearing on our financial strength and operations but also on our reputation. Keeping this in mind, we have put in place Board approved risk related policies, whose implementation is supervised by the Risk Management Committee. The Committee monitors the compliance of risk parameters/aggregate exposures with the appetite set by the Board. It ensures that frameworks are established for assessing and managing various risks faced by the Company.

We give due importance to prudent lending practices and have put in place suitable measures for risk mitigation, which include verification of credit history from credit information bureaus, personal verification of customer''s business place and residence, inhouse technical and legal verification, conservative loan to value and required term cover for insurance.

The Risk Management Committee guides the development of policies, procedures and systems for managing risks. It ensures that these are adequate and appropriate to changing business conditions, the structure and needs of Company and its risk appetite.

24. Human Resources

We continue to stay committed to investing in our people and driving a culture that emphasizes on our core values. As a Company we provide an environment that facilitates superior performance and gives our employees ample opportunities for development and growth through our various learning & development, skill building and talent management initiatives. Several staff welfare measures are implemented to take care of employee interests, which in turn improve productivity.

To attract, hire and have the best available talent, the Company promotes diversity and inclusion, provides equal employment opportunities and the best working conditions. Our attrition levels are low, reflecting a fairly good job satisfaction index.

Aptus staff strength as at March 31, 2023 was 2405.

25. Particulars of Employees

The disclosure with respect to remuneration as required under section 197 of the Companies Act,

2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is available on the Company''s website. Further, the statements prescribed under rule 5(2) and 5(3) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by the Members at the Registered Office of the Company during the business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any member is interested in obtaining a copy, such member may send an e-mail to the company secretary at [email protected] in this regard.

26. Particulars of Contracts or Arrangements with Related parties

All contracts / arrangements / transactions entered into by the Company during the financial year with the related parties were on arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest 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 details of the related party transactions for the financial year 2022-23 in Form AOC-2 is enclosed as Annexure A and forms part of this Annual Report.

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

The Company does not have any activity relating to conservation of energy and technical absorption and does not own any manufacturing facility. Hence the requirement of disclosure of particulars relating to conservation of energy and technology absorption in terms of Section 134 of the Companies Act, 2013 and the Rules framed thereunder is not applicable.

Your Company does not have any foreign currency earnings or expenditure during the financial year ended March 31,2023.

28. Disclosure with respect to Non-Convertible Debentures as per the Master Direction - NonBanking 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

29. Subsidiaries, Associates, Joint Ventures

The Company has one wholly owned subsidiary, Aptus Finance India Private Limited (AFIPL), which was incorporated on September 18, 2015. In accordance with the provisions of section 129 (3) of the Companies Act 2013, the Consolidated Financial Statements drawn up in accordance with the applicable accounting standards forms part of this Annual Report.

Statement containing salient features of the financial statements of the subsidiary, pursuant to first proviso to sub - section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC - 1 forms part of the financial statements.

AFIPL being a material subsidiary of the Company, the secretarial audit report of AFIPL is enclosed as Annexure G and forms part of this Annual Report.

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.

30. 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.

31. Disclosure of Significant & Material Orders passed by the Regulators or court or tribunal

During the financial year under review, there were no significant and material orders passed by the regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

32. Corporate Social Responsibility (CSR)

As part of its CSR initiatives during the year under review, the Company has undertaken projects in the areas of promoting healthcare, education and social development. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR policy is available on the website of the Company. (weblink: CSR policy)

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

33. Business Responsibility & Sustainability Report (BRSR)

In terms of Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on the market capitalization, calculated as on 31st March of every financial year, shall submit business responsibility and sustainability report for FY23 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time.

The business responsibility and sustainability report for the year under review forms part of this Annual Report and is enclosed as Annexure E.

34. Whistle Blower Policy & Vigil Mechanism

The Company has established a whistle blower mechanism to provide an avenue for reporting concerns about unethical behavior or violation of the Company''s code of conduct for the directors/employees by providing adequate safeguards against victimization of directors/employees who avail this mechanism. The Company has laid down a Whistle Blower policy which contains the process to be followed for dealing with complaints and also provides for direct access to the Chairman of the Audit Committee. The whistle blower policy and vigil mechanism is available on the website of the Company (weblink: Whistle Blower & Vigil Mechanism).

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

The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The said policy is available on the website of the Company (weblink: Policy on prevention of sexual harassment) . An Internal Complaints Committee has been constituted as per the Act to redress complaints received regarding sexual harassment. The Company has not received any complaints pertaining to sexual harassment during the year under review.

36. Code For Prevention of Insider Trading

The Board has adopted a code to regulate, monitor and report trading by insiders in securities of the company in accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The code inter alia requires preclearance for dealing in the securities of the company and prohibits the purchase or sale of securities of the company while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board has further approved the code for practices and procedures for fair disclosure of unpublished price sensitive information and policy governing the

procedure of inquiry in case of actual or suspected leak of unpublished price sensitive information. The said code is available on the website of the company (weblink: Code of practices & procedures for fair disclosure of UPSI)

37. Directors'' Responsibility Statement

The Board of Directors have instituted/put in place a framework of internal financial controls and compliance systems, which is reviewed by the management and the relevant board committees, including the audit committee and independently reviewed by the internal, statutory and secretarial auditors.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that:

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

(ii) they 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 true and fair view of the state of affairs of the company as at March 31,2023 and the profit of the company for the year ended on that date;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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, 2023; and

(vi) they 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, 2023.

Acknowledgement

Your Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind

co-operation and assistance provided to the Company. The Directors also extend their special appreciation to the employees at all levels for their contribution towards the growth of the Company which was made possible by their hard work, dedication and continued support.

For and on behalf of the Board of Directors

M Anandan

Chennai Executive Chairman

May 04, 2023 DIN:00033633

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Mar 31, 2022

Your directors have pleasure in presenting the Thirteenth AnnualReport together with the audited financial statements of the company for the financial year ended March 31, 2022.

1. Financial Results		('' in crores)
Particulars	Consolidated Financial Results
	For the financial year ended Mar 31, 2022	For the financial year ended Mar 31, 2021
Operating income	815	639
Other Income	25	19
Less: Expenditure including Depreciation	360	313
Profit Before Tax	480	345
Profit After Tax	370	267
Assets under Management	5,180	4,068

3.2 Loan Assets

The total Assets under Management of Aptus stood at '' 5180 crores as at March 31, 2022 as against '' 4068 crores as at March 31,2021, thereby registering a growth of 27%.

2. Initial Public Offering

During the year under review, your Company has successfully completed the Initial public offering of its equity shares comprising of fresh issue of shares and offer for sale. The '' 2,780 crore IPO, which was opened on August 10 to August 12, was subscribed 17.20 times. The category for qualified institutionalbuyers was subscribed 32.41 times, while those for non-institutional investors attracted 33.91 times subscription. The quota reserved for retail individual investors was subscribed 1.35 times. The Company has raised an amount of '' 500 crores through fresh issue of shares. The Equity Shares of the Company were successfully listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 24, 2021.

3. Operations:3.1 Sanctions and Disbursements

During the year under review, your Company sanctioned loans worth '' 1799 crores as compared with the sanctions of '' 1404 crores during the previous year. Your Company disbursed loans worth '' 1641 crores during the year under review with an increase of 26% as compared to the disbursements made during the previous year. Aptus continued its focus on Low and Middle Income families in Tier II and III cities and the disbursement of '' 1641 crores benefited more than 24,000 families.

3.3 Branch Expansion

Aptus has a strong network of 208 branches across 5 Indian states. During the year under review, your Company expanded its distribution network in the states of Tamil Nadu, Andhra Pradesh and Telangana. Aptus has commenced its operations in the state of Odisha by opening its first branch in Brahmapur. The distribution network stood at 208 branches as at the end of March 31,2022 as compared to 190 branches in the previous year.

3.4 Income, Profits and Net Worth

During the year under review, your Company''s Gross Income grew by 28% to '' 840 crores as at March 31, 2022 as against '' 658 crores as at March 31,2021. The

Profit before tax for the year ended March 31, 2022 stood at '' 480 crores with an increase of 39% over '' 345 crores in the corresponding period of the previous year. The Profit after Tax (PAT) stood at '' 370 crores for the year ended March 31, 2022 which was 39% higher over the PAT of '' 267 crores in the previous financial year. Net worth stood at '' 2,916 crores as at March 31,2022.

3.5 Asset Quality

Your Company closed the financial year 2021 - 22 with a Gross NPA of 1.19%. These levels, one of the best in the industry, has been maintained by Aptus since inception. This would not have been possible but for the excellent systems and processes together with relevant IT enablement''s in originating loan proposals from customers and strong adherence to laid down policies in terms of credit, legal, technical and collections. The above organization strengths coupled with very good quality of portfolio gives us confidence to aspire for more profitable and aggressive growth in the years to come.

3.6 Resource Mobilisation

During the year 2021 - 22, resources were mobilized in the form of Term Loans, to the extent of '' 1,130 crores which was raised from various banks and NHB. All these loans were long term loans with tenor of 7 to 10 years. During the year, the funding from NHB was increased

by '' 700 crores making the borrowings from NHB 32% of total borrowings as on 31 March 2022 as compared with 23% as on 31 March 2021.

Currently funding mix of Aptus comprises of Term Loans from Banks, NHB, Multilateral funding agencies like IFC and Mutual Funds. As on March 31,2022, 50% of borrowings were from banks and 32% were from NHB and the balance 18% were from debt capital market, majority from DFIs like IFC and mutual funds.

Aptus understands that it is in the business of long term funding which are in the range of 10-15 years. With this in the back ground, Aptus'' borrowing strategy has always been prudent to secure long term funding ranging between 5-7 years. There were no short tenor borrowings including commercial papers.

Further during the year 2021-22, high cost funding from various banks were negotiated / prepaid in order to reduce the cost of borrowings. This combined with borrowings (other than borrowings from NHB) that were raised at an interest rate of 7.00% to 7.50% during the year, helped us reduce the cost of borrowings to 7.74% as compared with 8.43% as on March 31,2021.

3.7 Capital Adequacy Ratio

Capital Adequacy Ratio of Aptus stood at 85.61% as on March 31,2022, as against the minimum requirement of 15% stipulated by Regulators.

4. Credit Rating

During the year 2021 - 22, the credit rating of your company was upgraded to AA- stable from A Stable by ICRA Limited. The rationale behind the rating action factors the company''s strengthened capital profile and track record of maintaining a healthy profitability and asset quality.

The credit rating details of the Company as at March 31, 2022 are as follows:

Instrument	Rating Agency	Rating	Outlook
Bank Facilities	ICRA	[ICRA]AA-	Stable
Non-convertible Debentures	ICRA	[ICRA]AA-	Stable
Bank Facilities	CARE	CARE A	Positive
Non-convertible Debentures	CARE	CARE A	Positive

48,14,16,290 equity shares of '' 2/- each as on March 31, 2021.

The Company has fully utilized the net IPO proceeds during the year for the purpose of augmenting tier I capital. There has been no deviation in the utilization of IPO proceeds of the Company.

9. Employee Stock Options Schemes ESOP 2021

Pursuant to the resolutions passed by the Nomination & Remuneration Committee and Board of Directors on November 12, 2020 and the resolution passed by the Shareholders on May 6, 2021, ESOP 2021 scheme was approved to create, offer, issue and allot in one or more tranches, stock options which are convertible into Equity Shares. The purpose of ESOP 2021 is to encourage ownership of the Equity Shares by the Company''s employees on an ongoing basis. The aggregate number of Equity Shares issued under ESOP 2021, upon exercise, shallnot exceed 1,00,00,000 Equity Shares of '' 2/- each at such price and on such terms and conditions as may be fixed or determined by the Board.

ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the shareholders of the Company have ratified the scheme by postal ballot on December 10, 2021.

ESOP 2015

ESOP 2015 was approved by the Nomination & Remuneration committee and the Board of Directors at their meetings held on 12th May 2015 and by the shareholders at their meeting held on 7th August 2015 respectively.

ESOP 2015 was for a total of 90,00,000 Equity Shares of '' 2/- each, for eligible employees of the Company, as determined by the Nomination & Remuneration Committee. ESOP 2015 was amended in line with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the same was approved by the shareholders at the Extra-ordinary General Meeting held on May 06, 2021.

In terms of Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures with respect to ESOP 2021 and ESOP 2015 have been provided on the website of the Company at www. aptusindia.com.

10. Awards and Recognition

Mr. P. Balaji, ED & CFO of the Company was one of the winners at FE CFO Awards 2022 in the small enterprises services category.

5. Deposits

Your Company is registered as a non-deposit taking Housing Finance Company with 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 31st March 2022. No amount on account of principalor interest on deposits from the public was outstanding as on March 31, 2022.

6. Transfer to Special Reserves

As per Section 29C (i) of National Housing Bank Act, 1987, your Company is required to transfer at least 20% of its net profit every year to a reserve before any dividend is declared. Accordingly, your Company has transferred '' 61.64 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.

7. Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR''), the Board of Directors of the Company have adopted a dividend distribution policy. The policy is available on the website of the Company at https:// aptusindia.com/wp-content/uploads/2022/02/Aptus-HFC Dividend-Distribution-Policy.pdf.

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. In order to finance the long-term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend a dividend for the year under review

8. Share Capital

There has been no change in the authorized share capital of the Company during the financial year ended March 31,2022.

During the year under review, the shareholders at their Extra-ordinary GeneralMeeting held on May 06, 2021 approved the sub-division of one equity share of '' 10 each in to five equity shares of '' 2 each.

During the year under review, your Company has allotted 1,41,64,305 equity shares of '' 2/- each on August 18, 2021 pursuant to the Initial Public Offering (IPO). Further 13, 37, 500 equity shares of '' 2/- each were allotted on exercise of stock options granted to employees of the Company under ESOP 2015.

Consequent to this, the paid up share capital has increased to '' 99,38,36,190 comprising of 49,69,18,095 equity shares of '' 2/- each as on March 31, 2022 as against '' 96,28,32,580 comprising of

The Company is continuously improving on information security management system and during the year under review, your Company and its subsidiary received ISO/IEC 27001:2013 certification.

11. Directors

The following changes took place in the composition of Board of Directors during the financial year 2021-22:

(a) Ms. Mona Kachhwaha (DIN: 01856801) was appointed as an Independent Director by the Board for a term of five years effective May 5, 2021, and her appointment was approved by the shareholders at the Extra-ordinary General Meeting held on May 6, 2021.

(b) The appointment of Mr. V G Kannan (DIN: 03443982) as Independent Director was approved by the shareholders for a term of five years effective March 9, 2021, at the Extra-ordinary General Meeting held on May 6, 2021.

(c) Mr. Suman Bollina, Non-Executive Director (DIN: 07136443) retired by rotation at the twelfth Annual General Meeting held on September 30, 2021 and was re-appointed.

There were no other changes that took place in the composition of the Board of Directors between the financial year end and the date of this report.

Further, in accordance with the provisions of the Companies Act, 2013, Mr. Sumir Chadha, Nominee Director of the Company is liable to retire by rotation at the ensuing 13th Annual General Meeting of the Company and being eligible has offered himself for reappointment.

12. Declaration from Independent Directors

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfilthe criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations.

In the opinion of your Board of Directors, the Independent Directors fulfil the conditions specified in the Act and the rules made there under for appointment as Independent Directors including the integrity, expertise and experience and confirm that they are independent of the management.

13. Board Evaluation

The annualevaluation process of the Board, its committees and Individual Directors were conducted as per the provisions of the Companies Act, 2013 and the listing regulations. A structured exercise was carried out based on the criteria for evaluation forming part of the Policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management and the inputs received from the Directors on the functioning and overall level of engagement of the Board and its committees on parameters such

as composition of Board and committees, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc.

The policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at https://aptusindia.com/wp-content/uploads/2022/02/Aptus-HFC-Appointment-Remuneration-Evaluation-Policy.pdf

14. Board meetings held during the year

During the financial year ended March 31, 2022, the Board met eight times on May 5, 2021, May 12, 2021, June 24, 2021, July 26, 2021, August 2, 2021, August 13, 2021, October 29, 2021, and January 28, 2022. The maximum time gap between any two Board meetings did not exceed 120 days during the financial year under review.

15. Committees

Details on composition of various Committees of the Board and number of meetings of the Board and Committees are given in the Corporate Governance Report in Annexure D.

16. 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.

17. Key Managerial Personnel

As on March 31, 2022 Mr. M. Anandan, Chairman & Managing Director, Mr. P. Balaji, ED & Chief Financial Officer and Mr. Sanin Panicker, Company Secretary are the Key Managerial Personnel of the Company as per Sections 2(51) and 203 of the Companies Act, 2013. There were no changes in the office of Key Managerial Personnel (KMP) during the financial year 2021-22.

18. Corporate Governance Report

Your Company is committed to achieving the highest standards of Corporate Governance and it aspires to benchmark itself with the best practices in this regard. The Board regularly reviews the Management''s reports on statutory and regulatory compliances.

A report on corporate governance as per the Listing Regulations is attached and is forming part of this report as Annexure D.

19. Management Discussion and Analysis

The Management Discussion and Analysis report is enclosed and is forming part of this report as Annexure C.

20. Auditors & Auditors'' Report Statutory Auditors

Pursuant to the guidelines issued by the Reserve Bank of India dated April 27, 2021 regarding appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs), a Company cannot appoint an audit firm as Statutory Auditors for a continuous period of more than 3 years.

As per the above guidelines, M/s. S R Batliboi & Associates LLP, Chartered Accountants vide their letter dated October 22, 2021, informed that they are ineligible to continue as auditors of more than certain entities specified therein and rendered their resignation with effect from November 12, 2021.

Consequent to their resignation and pursuant to the RBI guidelines & Section 139 of the Companies Act, 2013, M/s T.R. Chadha & Co. LLP has been appointed as the Statutory Auditors of the Company for a period of three consecutive financial years viz 2021-22, 202223 and 2023-24 to hold office until the conclusion of the 15^th Annual General Meeting, subject to their satisfaction of the eligibility criteria every year.

The Report of the Statutory Auditors to the members is annexed and forms part of the financial statements and the same does not contain any qualification, reservation or adverse remark on the financialstatements prepared as per Section 133 of Companies Act, 2013 and notes on accounts annexed thereto. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the year.

Secretarial Auditor

M/s. S. Sandeep & Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2021 - 22, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The secretarialaudit report for the financialyear ended March 31, 2022 forms part of Annual report as Annexure F to Board''s Report and does not contain any qualifications, reservations or adverse remark.

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

21. 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.

22. Internal Financial Controls

Your Company has an internal control system that would commensurate with the size, scale and complexity

of its operations. The Company has robust policies and procedures which, inter alia, ensure integrity in conducting business, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee regularly reviews the adequacy and effectiveness of the internal financial systems and controls. Statutory Auditors, T.R. Chadha & Co. LLP have also reviewed the internal controls systems as existing in the Company and have given an unmodified opinion on the same.

23. Material Changes and Commitments

There are no materialchanges and commitments between March 31, 2022 and the date of this report having an adverse bearing on the financial position of the Company.

24. Annual Return

The Annual Return 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.

25. Risk Management

Your Company has constituted a Risk Management Committee which is responsible for putting in place a risk management system, risk management policy and strategy to be followed by the Company.

The Key principles of Risk Management are as follows:

(a) The risk management shallprovide reasonable assurance in protection of business value from uncertainties and consequent losses.

(b) All concerned process owners of the company shall be responsible for identifying & mitigating key risks in their respective domain.

(c) The occurrence of risk, progress of mitigation plan and its status will be monitored on periodic basis.

The Risk Management Committee along with the Asset Liability Management Committee reviews and monitors these risks at regular intervals.

Risk management process includes four activities: risk identification, risk assessment, risk mitigation, monitoring and reporting. Once risks are identified, it is necessary to prioritize them based on the impact, dependability on other functions, effectiveness of existing controls etc.

Internalaudit shallreview the risk register once a year and add any new material risk identified to the existing list. These will be taken up with respective functional head for its mitigation. Existing process of risk assessment of identified risks and its mitigation plan will be appraised to Board.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings / Outgo

The Company does not have any activity relating to conservation of energy and technology absorption and does not own any manufacturing facility. Hence the requirement of disclosure of particulars relating to conservation of energy and technology absorption in terms of Section 134 of the Companies Act, 2013 and the Rules framed thereunder is not applicable.

Your Company does not have any foreign currency earnings or expenditure during the financial year ended March 31,2022.

30. Non-Convertible Debentures

The Non-Convertible Debentures of the Company are held in dematerialized form vide ISIN Nos. INE852O07014, INE852O07022, INE852O07030,

INE852O07071, INE852O07097 and INE852O07105.

During the financial year, there were no such instances of any Non-Convertible Debentures which have not been claimed by the investors or not paid by your Company after the date on which the Non-Convertible Debentures became due for redemption.

The Non-Convertible Debentures of your Company are listed on BSE Ltd and your Company has paid the requisite listing fee to ensure continuous listing of its debt instruments.

31. Subsidiaries, Associates, Joint Ventures

Aptus Finance India Private Limited (AFIPL) is a wholly owned subsidiary of the Company incorporated on September 18, 2015. In accordance with the provisions of section 129 (3) of the Companies Act 2013, the Consolidated FinancialStatements drawn up in accordance with the applicable accounting standards forms part of the Annual Report.

Statement containing salient features of the financial statements of the subsidiary, pursuant to first proviso to sub - section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC - 1 forms part of the financial statements.

Since AFIPL is an unlisted Material Subsidiary of the Company, the SecretarialAudit Report of AFIPL is attached to this report as Annexure G.

The Company has adopted a policy on determining materialsubsidiaries and the same is published on the website of the Company (weblink: https://aptusindia.com/wp-content/uploads/2022/02/ Aptus-HFC Policy-on-determining-Material-subsidiaries.pdf).

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

26. Human Resources

The Company believes that the people are its key assets and focuses on nurturing and developing human talent that delivers continued growth, customer delight and business leadership. Lots of importance is placed on recruiting quality staff and they are groomed to take on higher responsibilities. Further on the job training and induction is imparted to staff to have better understanding of the company, its culture and business. These initiatives coupled with adequate compensation levels including appropriate incentive schemes matched with the market and good employee welfare schemes like health and life insurance covers have helped us retain the manpower at these levels. The Company has introduced Employee Stock Option Plans, to attract, retain talent and to enable participation of the employees in the growth of the company.

Aptus staff strength as at March 31, 2022 was 2271.

27. Particulars of Employees

The disclosure with respect to remuneration as required under section 197 of the Companies Act,

2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules,

2014 is available on the Company''s website. The statements prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are available for inspection by the Members at the Registered Office of the Company during the business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any member is interested in obtaining a copy, such member may send an e-mail to the company secretary in this regard.

28. Particulars of Contracts or Arrangements with Related parties

All contracts / arrangements / transactions entered into by the Company during the financial year with the related parties were on arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest 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 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 at https://aptusindia.com/wp-content/ uploads/2022/02/Aptus-HFC-RPT-policy.pdf

The details of the related party transactions for the financial year 2021-22 in Form AOC-2 is enclosed as Annexure A to this report.

32. 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 AFIPL, details of which are given below:

Sr. No	Nature	Amount as at March 31, 2022 ('' crores)	Date of Board Resolution	Purpose
1	Inter - Corporate Loan	5.00	June 24, 2021	Onward lending purpose
2	Inter Corporate Guarantee	279.30	June 24, 2021	For the borrowings availed by the 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.

33. Disclosure of Significant & Material Orders passed by the Regulators or court or tribunal

During the financial year under review, there were no significant and materialorders passed by the regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

34. Corporate Social Responsibility (CSR)

During FY 2021-22, the CSR activities of your Company revolved around three distinct areas, viz. Education, Healthcare and Social Development.

The Annual Report on CSR activities and expenditure, as required under section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure B to this Report.

The CSR policy is available on the Company''s website at https://aptusindia.com/wp-content/uploads/2022/02/ Aptus-HFC-CSR-Policy.pdf.

35. Business Responsibility Report (BRR)

In terms of Regulations 34(2)(f) of the Listing Regulations, the Business Responsibility Report (BRR) for the financial year ended March 31,2022 is enclosed as Annexure E.

36. Whistle Blower Policy & Vigil Mechanism

The Company has established a whistle blower mechanism to provide an avenue for reporting concerns about unethical behavior or violation of the Company''s code of conduct for the directors/employees by providing adequate safeguards against victimization of directors/employees who avail this mechanism. The Company has laid down a Whistle Blower policy which contains the process to be followed for dealing with

complaints and also provides for direct access to the Chairman of the Audit Committee. The whistle blower policy and vigil mechanism is available on the website of the Company at https://aptusindia.com/wp-content/ uploads/2022/02/Aptus-HFC-Whistle-Blower-Vigil-Mechanism.pdf.

37. Policy on Sexual Harassment of Women at Workplace

The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee is in place to redress the complaints received regarding sexual harassment. All employees of the Company are covered under this policy. There were no complaints relating to sexual harassment pending at the beginning of the financial year. During the financial year 2021-22, no complaints were received by the Internal Complaints Committee.

38. Code for Prevention of Insider Trading

The board has adopted a code to regulate, monitor and report trading by insiders in securities of the company. The code inter alia requires pre-clearance for dealing in the securities of the company and prohibits the purchase or sale of securities of the company while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board has further approved the code for practices and procedures for fair disclosure of unpublished price sensitive information and policy governing the procedure of inquiry in case of actual or suspected leak of unpublished price sensitive information. The code has also been hosted on the website of the company.

39. Directors'' Responsibility Statement

The Board of Directors have instituted/put in place a framework of internal financial controls and compliance systems, which is reviewed by the management and the relevant board committees, including the audit committee and independently reviewed by the internal, statutory and secretarial auditors.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that:

(i) in the preparation of the annualaccounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) they 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 true and fair view of the state of affairs of the company as at March 31,2022 and the profit of the company for the year ended on that date;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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 31,2022; and

(vi) they 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 31.2022.

Acknowledgement

Your Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Centraland State Governments, Bankers, Reserve Bank of India, NationalHousing Bank, Registrar of Companies, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their special appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and cooperation.

For and on behalf of the Board of DirectorsM Anandan

Chennai Chairman& Managing Director

May 05, 2022 DIN:00033633

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Mar 31, 2021

Your directors have pleasure in presenting the Twelfth Annual Report together with the audited financial statements of the company for the financial year ended March 31,2021.

1. Financial Results

'' in crores
	Consolidated Financial Results
Particulars	For the financial year ended March 31, 2021	For the financial year ended March 31, 2020
Operating Income	636.61	499.73
Other Income	18.63	23.39
Less: Expenditure including depreciation	310.15	275.84
Profit Before Tax	345.09	247.29
Profit After Tax	266.94	190.22*
Assets Under	4,068	3,179
Management

* - Without considering the one time benefit of ''20.79 crores of reversal of

Deferred Tax Liability on reserve.

2.3 Branch Expansion

During the year under review, your Company expanded its distribution network in the states of Tamil Nadu, Andhra Pradesh and Telangana. The distribution network stood at 190 branches as at the end of March 31, 2021 as compared to 175 branches in the previous year.

2. Operations

2.1 Sanctions and Disbursements

During the year under review, your Company sanctioned loans worth ''1404 crores as compared with the sanctions of ''1492 crores during the previous year. Your Company disbursed loans worth ''1298 crores during the year under review which was about the same as compared to the disbursements made during the previous year in spite of Covid-19 outbreak. The growth during the year was subdued due to the impact of Covid 19 pandemic. Aptus continued its focus on Low and Middle Income families in Tier II and III cities and the disbursement of ''1298 crores benefitted more than 20000 families.

2.2 Loan Assets

The total Assets Under Management of Aptus stood at ''4068 crores as at March 31, 2021 as against ''3179 crores as at March 31, 2020, thereby registering a growth of 28%.

2.4 Income, Profits and Net Worth

During the year under review, your Company''s Gross Income grew by 25% to ''655 crores as at March 31, 2021 as against ''523 crores as at March 31, 2020. The Profit Before Tax for the year ended March 31, 2021 stood at ''345 crores with an increase of 40% over ''247 crores in the corresponding period of the previous year. The Profit After Tax (PAT) stood at ''267 crores for the year ended March 31, 2021 which was 40% higher over the PAT of ''190 crores (without considering the one time benefit of reversal of Deferred Tax Liability on special reserve in FY20) in the previous financial year.

Further during the year 2020-21, high cost funding from various banks/mutual funds was prepaid in order to reduce the cost of borrowings. This combined with fresh borrowings (other than from NHB) that were raised at lower interest rate during the year, helped us reduce the cost of borrowings to 8.43% as compared with 9.80% as on March 31,2020.

2.5 Asset Quality

Your Company closed the financial year 2020 - 21 with a Gross NPA of 0.68%. This GNPA level was on the same levels as that of the previous year level despite impact of COVID 19 pandemic. These levels, one of the best in the industry, have been maintained by Aptus since inception. This would not have been possible but for the excellent systems and processes in originating loan proposals from customers and strong adherence to laid down policies in terms of credit, Legal, technical and collections. The above organization strengths coupled with good quality of portfolio gives us confidence to aspire for consistent profitable growth in the years to come.

2.6 Resource Mobilisation

Aptus understands that it is in the business of long term funding which are in the range of 10-15 years. With this in the back ground, Aptus''s borrowing strategy has always been prudent to secure long term funding ranging between 5-7 years. There were no short tenor borrowings including commercial papers.

The positive attributes of Aptus in terms of quality loan book, networth, consistent profitability etc., enabled Aptus to raise funds from various banks and financial institutions. During the year 2020 - 21, resources were mobilized in the form of Loans to the extent of ''952 crores which was raised from various banks and NHB. All these loans were long term loans with tenor of 6 to 7 years. During the year, the funding from NHB was increased by ''332 crores making the borrowings from NHB 23% of total borrowings as on March 31, 2021 as compared with 13% as on March 31, 2020.

Currently funding mix of Aptus comprises of Loans from Banks, NHB, Multilateral funding agencies like IFC and Mutual Funds. As on March 31, 2020, 54% of borrowings were from banks and 23% were from NHB and the balance 23% were from debt capital market, majority from DFIs like IFC and mutual funds.

2.7 Capital Adequacy Ratio

Capital Adequacy Ratio of Aptus stood at 73.63% as on March 31, 2021, as against the minimum requirement of 14% stipulated by regulators.

3. Credit Rating

During the year 2020 - 21, the credit rating of your company by both ICRA and CARE was maintained at A (Stable).

4. Transfer to Special Reserves

As per Section 29C (i) of National Housing Bank Act, 1987, your Company is required to transfer atleast 20% of its net profit every year to a reserve before any dividend is declared. Accordingly, your Company has transferred ''43.55 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.

5. Dividend

In order to conserve resources for growth, your Directors do not recommend any dividend for the financial year 2020-21.

6. Corona virus disease (COVID 19) pandemic

To contain the spread of Covid-19 virus, Government enforced lock down of all economic activities in the months of April to June 2020. The primary focus of your Company was to ensure safety and well being of all its employees. The business continuity planning program of the Company was used effectively to manage its operations through this crisis. Your Company provided

work from home facility to its employees, wherever possible, across locations and took all reasonable steps to ensure continued service delivery to its customers. During these times, the Company''s offices worked with minimal staff with necessary safety measures.

During the financial year 2020-21 the business and operations were impacted by the Covid - first wave pandemic. The initial months of the financial year were almost dedicated towards collections. As per RBI Di rections, the Company had also given option to its customers to extend the moratorium for payment of installments falling due between March 1, 2020 and August 31, 2020 as a part of the COVID-19 Regulatory package announced by the Reserve Bank of India vide its circular dated May 23, 2020.

The Company informed and counselled the borrowers on the pros and cons of moratorium and urged them to make payments if their cash flows allowed them the ability to do so. Each branch staff focused on calling their respective customers and providing them necessary inputs for the ease of making decision on moratorium.

The second half of the financial year was comparatively better in terms of business and operations. As stated above, your Company disbursed an amount of ''1,298 crores during the financial year and a major portion of that amount was disbursed during the second half of the year.

While it was thought that the country had seen the back of the pandemic, the second wave has emerged and seems to be more impactful than the first wave. This is likely to cause an impact on the next financial year i.e. FY 2021-22. Your Company believes that it has considered all the possible impact of the known events arising out of COVID-19 pandemic in the preparation of financial results. However, the impact assessment of COVID-19 is a continuing process given its nature and duration. Your Company will continue to monitor any material changes to the economic conditions and take necessary actions as appropriate.

7. Statutory and Regulatory Compliances

The Reserve Bank of India issued new master directions on February 17, 2021 in supersession of the erstwhile HFC directions, namely, Non-Banking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021.

RBI issued a circular dated October 22, 2020 on Review of regulatory framework for Housing Finance Companies (HFCs). As per this circular, HFCs are required to have minimum 60% of their total assets towards housing finance by March 31, 2024 and minimum percentage of total assets towards housing finance for individuals should be 50% as on this date. As directed in the aforementioned circular, your company has submitted to RBI a Board approved plan including a roadmap to fulfil the above mentioned criteria and timeline for transition.

Your Company has complied with the master directions, guidelines and circulars issued by the Reserve Bank of India, National Housing Bank, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company, Foreign Exchange Management Act, 1999 and the rules / regulations thereunder including those relating to foreign direct / downstream investments.

Your Company has also complied with the provisions of the Secretarial Standard 1 (SS-1) and Secretarial Standard 2 (SS-2) issued by the Institute of Company Secretaries of India relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

8. Employee Stock Options Scheme

During the financial year 2020-21, the Board has approved a new ESOP Scheme titled Aptus Employees Stock Option Scheme 2021 (ESOP 2021), and the same has been approved by the shareholders at the Extra-ordinary General Meeting held on May 6, 2021. The details of ESOP Scheme are given in the Annexure A to this report.

9. Sub-division of equity shares

With a view to broad base the investor base by encouraging the participation of the retail investors and to make it affordable to the small investors and also with a view to increase the liquidity of the Company''s Shares, the Board of directors at its meeting held on May 5, 2021 and the shareholders at the Extra-ordinary General Meeting held on May 6, 2021 have approved the subdivision of the nominal value and paid-up value of its authorized share capital of the company from 1 (One) equity share of ''10/- (Rupees Ten only) each into 5 (Five) equity shares of '' 2/- (Rupees Two only) each.

10. Initial Public Offering (IPO)

Subject to market conditions, receipt of regulatory approvals, your Company is considering an Initial public offering of its equity shares of face value of ''2 each ("Equity Shares”) for cash at a price to be decided by book building process, comprising of a fresh issue of up to ''5000 million and an offer for sale of up to 6,45,90,695 Equity Shares by the selling shareholders. The Equity Shares so offered are proposed to be listed on BSE and NSE. Proceeds of fresh issue are proposed to be utilized for the purpose of augmenting the Tier I capital requirements of the Company. Your Company has accordingly filed its draft Red Herring Prospectus with Securities Exchanges Board of India on May 14, 2021 and since received approval for the IPO.

11. Annual Return

As per Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year ended March 31, 2021 is available at the web address: www.aptusindia.com

12. Internal Financial Controls

Your Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors review internal control and risk- management measures, accounting procedures, highlight areas requiring attention, and report their main findings and recommendations to the Audit Committee. The Audit Committee regularly reviews the audit findings and action taken thereon, as well as the adequacy and effectiveness of the internal financial systems and controls. Statutory Auditors, S. R Batliboi & Associates LLP have also reviewed the internal controls systems as existing in the Company and have given an unmodified opinion on the same.

13. Auditor''s Report

The Report of the Statutory Auditors to the members is annexed to and forms part of the financial statements and the same does not contain any qualification, reservation or adverse remark on the financial statements prepared as per Section 133 of Companies Act, 2013 and notes on accounts annexed thereto. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the year.

14. 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 Act is not applicable for the business activities carried out by the company.

15. Risk Management Policy

Your Company has constituted a Risk Management Committee which is responsible for putting in place a risk management system, risk management policy and strategy to be followed by the Company.

The Key principles of Risk Management are as follows:

a) The risk management shall provide reasonable assurance in protection of business value from uncertainties and consequent losses.

b) All concerned process owners of the company shall be responsible for identifying & mitigating key risks in their respective domain.

c) The occurrence of risk, progress of mitigation plan and its status will be monitored on periodic basis.

The Risk Management Committee along with the Asset Liability Management Committee reviews and monitors these risks at regular intervals.

Risk management process includes four activities: risk identification, risk assessment, risk mitigation, monitoring and reporting. Once risks are identified, it is necessary to prioritize them based on the impact, dependability on other functions, effectiveness of existing controls etc.

Internal audit shall review the risk register once a year and add any new material risk identified to the existing list. These will be taken up with respective functional head for its mitigation. Existing process of risk assessment of identified risks and its mitigation plan will be appraised to Board.

16. Human Resources

In Aptus, Human Resource Development is considered vital for effective implementation of business plans.

Lots of importance is placed on recruiting quality staff and they are groomed to take on higher responsibilities. Further on the job training and induction is imparted to staff to have better understanding of the company, its culture and business. These initiatives coupled with adequate compensation levels including appropriate incentive schemes matched with the market and good employee welfare schemes like health and life insurance covers have helped us retain the manpower at these levels. The Company has introduced a new ESOP Scheme namely, Aptus Employee Stock Option Scheme, 2021, to attract, retain talent and to enable participation of the employees in the growth of the company, considering the IPO and the competitive environment in which the company operates.

Aptus staff strength as at March 31, 2021 was 1910.

17. Directors

The following changes took place in the composition of Board of Directors during the financial year 2020-21:

(a) Ms. Mona Kachhwaha (DIN: 01856801) was appointed as an Additional Director with effect from May 30, 2020 and her appointment was regularized at the eleventh Annual General Meeting held on August 11, 2020.

(b) Mr. K P Balaraj, Non-Executive Director (DIN: 00163632) retired by rotation at the eleventh Annual General Meeting held on August 11, 2020 and was re-appointed.

(c) Mr. K M Mohandass (DIN: 00707839), Mr. S Krishnamurthy (DIN: 00066044) and Mr. Krishnamurthy Vijayan (DIN: 00589406), were re-appointed as Independent Directors by the shareholders at the eleventh Annual General Meeting held on August 11,2020.

(d) Mr. V G Kannan (DIN: 03443982) was appointed as an Additional Director (Independent Director) by the Board of Directors with effect from March 9, 2021.

The following changes took place in the composition of the Board of Directors between the financial year end and the date of this report:

(a) Ms. Mona Kachhwaha (DIN: 01856801) was appointed as an Independent Director by the Board for a term of five years effective May 5, 2021, and her appointment was approved by the shareholders at the Extraordinary General Meeting held on May 6, 2021.

(b) The appointment of Mr. V G Kannan (DIN: 03443982) as Independent Director was approved by the shareholders for a term of five years effective March 9, 2021, at the extra-ordinary general meeting held on May 6, 2021.

18. Key Managerial Personnel

The following changes were made in the office of Key Managerial Personnel (KMP) during the financial year 2020-21.

(a) Ms. Jyoti Munot (Membership No: A 56971) resigned as the Company Secretary and Compliance Officer of the Company with effect from August 11,2020.

(b) Mr. Sanin Panicker (Membership No: A 32834) was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 11, 2020.

19. Board Meetings held during the year

During the financial year ended March 31, 2021, four (4) Board Meetings were held on May 30, 2020, August 11, 2020, November 12, 2020 and February 11, 2021 respectively. The gap between two meetings was not more than 120 days.

20. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 and 141 of the Companies Act, 2013, M/s S.R. Batliboi & Associates LLP were appointed as the Statutory Auditors of the Company at the 10th Annual General Meeting (AGM) of the shareholders held on August 8, 2019, for a period of five financial years, i.e. from FY 2019-20 to FY 2023-24, to hold office from the conclusion of the 10th AGM up to the conclusion of the 15th AGM.

Secretarial Auditor

M/s. S. Sandeep & Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2020 - 21, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The secretarial audit report for the financial year ended March 31, 2021 forms part of Annual report as Annexure G to Board''s Report and does not contain any qualifications, reservations or adverse remark.

21. Particulars of Contracts or Arrangements with Related parties

During the financial year, the Company has entered into contracts or arrangements with Related Parties. The Company has framed a Related Party Transaction (RPT) policy for the Company as per the Companies Act 2013 and the Master Direction - Non-Banking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021.

The RPT policy along with the details of the related party transactions in Form AOC-2 for the financial year 2020 - 21 is enclosed as Annexure B to this report.

22. Material Changes and Commitments

There are no material changes and commitments between March 31, 2021 and the date of this report having an adverse bearing on the financial position of the Company.

23. Conservation of Energy, Technological Absorption

The Company does not have any activity relating to conservation of energy and technical absorption and does not own any manufacturing facility. Hence the requirement of disclosure of particulars relating to conservation of energy and technology absorption in terms of Section 134 of the Companies Act, 2013 and the rules framed thereunder is not applicable.

24. Foreign Exchange Earnings / Outgo

Your Company does not have any foreign currency earnings or expenditure during the financial year ended March 31, 2021.

25. Particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are to be set out in the annexure forming part of the Annual Report. However, as per provisions of Section 136(1) of the Companies Act, 2013, read with relevant proviso of the Companies Act, 2013 the Annual Report is being sent to members excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company and the same will be furnished without any fee and free of cost.

26. Dematerialisation of Shares & Non-Convertible Debentures

The equity shares of the Company are held in demateriaiized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) vide ISIN No. INE852O01025.

The Non-Convertible Debentures of the Company are held in demateriaiized form with NSDL vide ISIN Nos. INE852O07014, INE852O07022, INE852O0 703 0, INE852O07071, INE852O07097 and INE852O07105.

During the financial year, the Company has made prepayments towards fuii redemption of its Non-Convertibie Debentures with ISIN Nos. INE852O07048, INE852O07055, INE852O07063 and INE852O07089.

During the financial year, there were no such instances of any Non-Convertibie Debentures which have not been claimed by the investors or not paid by your Company after the date on which the Non-Convertibie Debentures became due for redemption.

The Non-Convertibie Debentures of your Company are listed on BSE Ltd and your Company has paid the requisite iisting fee to ensure continuous iisting of its debt instruments.

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

Aptus Finance India Private Limited is a whoiiy owned subsidiary of the Company incorporated on September 18, 2015. In accordance with the provisions of section 129(3) of the Companies Act 2013, the Consoiidated Financiai Statements drawn up in accordance with the appiicabie accounting standards form part of the Annuai Report.

The Company had granted ioans and provided guarantees under Section 186 of the Companies Act, 2013 to Aptus Finance India Private Limited, Whoiiy Owned Subsidiary, detaiis of which are given beiow:

Sr. No.	Nature & Purpose	Amount as at March 31, 2021 ('' crores)
1	Inter - Corporate Loan - Onward iending purpose	18.00
2	Inter Corporate Guarantee - For the borrowings avaiied by the	216.75
	whoiiy owned subsidiary

whouy owneu subsiuiaiy

* For details refer to Note no.32.2 in relation to related party transactions disciosed as per notes to the Standaione Financiai Statements.

** Board resoiution passed on May 30, 2020 for inter corporate ioan and inter corporate guarantee.

Statement containing saiient features of the financiai statements of the subsidiary, pursuant to first proviso to sub - section (3) of Section 129 read with ruie 5 of Companies (Accounts) Ruies, 2014 in Form AOC - 1 forms part of the financiai statements:

28. Disclosure of Significant & Material Orders passed by the Regulators or court or tribunal

During the financiai year, there were no significant and materiai orders passed by the reguiators or Courts or Tribunais which wouid impact the going concern status of the Company and its future operations.

29. Deposits

Your Company is registered as a non-deposit taking Housing Finance Company with Nationai Housing Bank and hence does not accept any deposits. The Company has not accepted any deposits from the pubiic during the financiai year ended March 31,2021.

30. Declaration from Independent Directors

The Company has received deciarations from aii the Independent Directors to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of your Board of Directors, the Independent Directors appointed during the financiai year ended March 31, 2021, satisfy the attributes as to their performance, appropriate mix of quaiifications, experience, vaiue additions, integrity, high ieveis of skiii and expertise.

31. Corporate Social Responsibility Policy (CSR)

The Company has duiy constituted a Corporate Sociai Responsibiiity Committtee as per the provisions of Section 135 of the Companies Act, 2013. The company devised a poiicy for the impiementation of CSR framework defining the areas of spending for the CSR activities. The CSR spend wiii be atieast 2% of the net profits for the activities mentioned under Scheduie VII to the Companies Act, 2013.

The CSR Committee monitors the Poiicy of the Company from time to time and endeavors to ensure that the requisite amount is spent on CSR activities as per the framework. A report on CSR is attached as Annexure C to this Report.

The CSR poiicy of the Company has been piaced in the website of the Company at www.aptusindia.com.

32. Formal Annual Evaluation

As per the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. A structured exercise was carried out based on the criteria for evaluation forming part of the Policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management and the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its committee, attendance at meetings, Board culture, duties of directors and governance. The aforesaid policy is enclosed as Annexure D to this report.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its stakeholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors have expressed their satisfaction with the evaluation process.

33. Vigil Mechanism, Whistle Blower Policy

Your Company as part of the "Vigil Mechanism” has in place a "Whistle Blower Policy” to deal with instances of fraud and misappropriations, if any. This policy has been placed in the website of the Company at www.aptusindia.com. During the year under review no whistle blower complaint was received.

34. Management Discussion and Analysis

Report on Management Discussion and Analysis is enclosed and is forming part of this report as Annexure E.

35. Corporate Governance Report

The Reserve Bank of India has mandated all Housing Finance Companies to follow the guidelines on Corporate Governance as per the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021. The Company has accordingly framed the internal guidelines on Corporate Governance and the same is forming part of this report as Annexure F.

Your Company is committed to achieving the highest standards of Corporate Governance and it aspires to benchmark itself with the best practices in this regard.

36. Committees

Details on composition of various Committees of the Board and number of meetings of the Board and Committees are given in the Corporate Governance Report in Annexure F.

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

The Company has in place an Anti-Sexual Harassment Policy named "Policy Against Sexual Harassment” in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The said policy is uploaded in the website of the Company. An Internal Complaints Committee has been constituted as per the Act to redress complaints received regarding sexual harassment. During the financial year under review, no complaint of sexual harassment was received and there were no unresolved complaints as at March 31, 2021.

38. Directors'' Responsibility Statement

The Board of Directors have instituted/put in place a framework of internal financial controls and compliance systems, which is reviewed by the management and the relevant board committees, including the audit committee and independently reviewed by the internal, statutory and secretarial auditors.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that:

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

(ii) they 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 true and fair view of the state of affairs of the company as at March 31, 2021 and the profit of the company for the year ended on that date;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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 31,2021; and

(vi) they 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, 2021.

Acknowledgement

Your Directors wish to thank National Housing Bank and all regulatory authorities for their valuable guidance and support received. Your Directors would also like to acknowledge the role of all its stakeholders viz., Customers, Shareholders, Bankers, Rating Agencies, Debenture Trustees and all others for their whole - hearted support, confidence and faith they have reposed in the Company.

Your Directors would like to appreciate the commitment displayed by all the executives, officers, staff and the Senior Management team of the Company in achieving an excellent performance during the Financial Year.

For and on behalf of the Board of Directors

M Anandan

Place: Chennai C h a i rman & M a n agi n g D i re cto r

Date : June 24, 2021 DIN: 00033633