The Board of Directors are pleased to present the
Seventeenth 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, 2026.

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. As on March 31, 2026, the Company operates
through a network of 339 branches across the states
of Tamil Nadu, Andhra Pradesh, Telangana, Karnataka,
Maharashtra, Odisha and the Union Territory of
Puducherry, serving a customer base of around 1.88
lakh customers.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 (if in crores)

2. Operations• Sanctions and Disbursements

During the year under review, the Company
sanctioned loans amounting to ?4,381 crores,
marking a notable increase from ?3,867 crores

in the previous year. Loan disbursements for
the year stood at f4,009 crores, reflecting

a robust growth of 11% year-on-year. As of
March 31, 2026, the Company proudly served
an expanding customer base of 1,87,889
reflecting the trust and confidence reposed
by a rapidly growing community of borrowers.

• Asset under management (AUM)

As at March 31, 2026, Aptus reported Assets
under Management (AUM) of Ifl3,107 crores,
representing a healthy growth of 21%
compared to ffl0,865 crores in the previous

financial year.

• Branch Network

Aptus significantly expanded its physical
distribution footprint during FY2025-26. As of
March 31, 2026, the company's consolidated
branch network stood at 339 branches across
the six Indian states of Andhra Pradesh,
Tamil Nadu, Telangana, Karnataka, Odisha
and Maharashtra and the Union Territory of
Puducherry, compared with 300 branches at
the end of the previous financial year. Of the 39
branches added during the year, 19 branches
were opened exclusively for its wholly-owned
subsidiary, Aptus Finance India Private Limited.

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

• Asset Quality

Aptus has demonstrated strong and
consistent asset quality management
through disciplined lending practices and
proactive risk monitoring. The Company has
consistently maintained a low level of Non¬
Performing Assets (NPAs) over recent quarters,
reflecting prudent underwriting standards,
robust credit appraisal mechanisms, and an
effective recovery and collection framework.
Such performance highlights the Company's
ability to maintain portfolio stability even
amid evolving macroeconomic and market
conditions.

As of March 31, 2026, the Company reported
a Gross Non-Performing Asset (GNPA) ratio
of 1.52% and a Net Non-Performing Asset
(NNPA) ratio of 1.15%, both of which remain
comfortably below industry averages. This
demonstrates the resilience of Aptus' loan
portfolio and its focused approach toward
lending to economically active borrowers with
strong repayment behaviour. The Company's
conservative credit assessment processes,
field-level verification systems, and customer¬
centric engagement model have collectively
contributed to maintaining healthy asset
quality.

Further strengthening its risk management
framework, the Company continues to
maintain an adequate Provision Coverage
Ratio (PCR), reflecting a prudent and cautious
stance toward potential credit risks. This level of
provisioning acts as a financial cushion against
unforeseen credit losses and enhances the
Company's balance sheet strength. A healthy
PCR also improves stakeholder confidence by
demonstrating management's preparedness
to absorb potential stress in the loan portfolio
while ensuring long-term financial stability.

The Company has also focused on improving
collection efficiency through strengthened
monitoring systems, localized recovery efforts,
and closer customer engagement. Our
extensive branch network and field-based
operating model enable timely follow-up

with borrowers, early identification of stress
accounts, and faster resolution of overdue
cases. This has contributed significantly to
maintaining stable repayment trends and
minimizing slippages across the portfolio.

In addition, Aptus increasingly leverages
real-time analytics and technology-driven
monitoring tools to track delinquencies,
emerging risk trends, and overall asset quality.
Data-driven insights enable the Company
to identify potential stress signals at an
early stage, improve decision-making, and
implement timely corrective measures. The
integration of analytics into risk management
practices enhances operational efficiency and
supports more effective portfolio surveillance.

• Resource mobilization

The Company maintains well-diversified
borrowing profile, reflecting its prudent
financial management practices and strong
access to varied funding channels. As of
March 2026, the Company's borrowings
were strategically diversified across multiple
sources, comprising 57% from banks, 9%
from the National Housing Bank (NHB),
16% through issuance of Non-Convertible
Debentures (NCDs) subscribed by reputed
mutual funds including ICICI Prudential Mutual
Fund, Nippon Mutual Fund, and Axis Mutual
Fund, while the remaining 18% was mobilized
through securitization and direct assignment
transactions. This diversified funding mix not
only mitigates concentration risk but also
enhances the Company's ability to access
funds efficiently across different market
conditions.

Further reinforcing its strong financial position,
the Company maintained a liquidity of
f2,061 crores as of March 2026, supported by
undrawn sanctioned credit lines from various
banking partners. The substantial liquidity
buffer provides significant operational
flexibility, enabling the Company to meet
its funding obligations comfortably, support
business growth opportunities, and effectively
navigate market uncertainties. The Company
continues to pursue a strategy focused
on reducing its overall cost of funds while
simultaneously broadening and diversifying
its funding sources. Through sustained
engagement with banks, financial institutions,
capital market participants, and alternative
funding avenues, the Company aims to
optimize its borrowing profile, improve funding
efficiency, and maintain long-term financial
resilience.

3. Credit Rating

The Company continued to strengthen its
financial profile and credit standing during
the year, reflecting its prudent financial

management, robust operational performance,
and strong business fundamentals. Recognizing
these strengths, leading credit rating agencies
upgraded the Company's credit ratings during
the year.

ICRA upgraded the Company's long-term rating
to [ICRA] AA (Stable) from [ICRA] AA- (Stable),
while CARE Ratings upgraded the rating to CARE
AA (Stable) from CARE AA- (Positive). These
upgrades underscore the Company's enhanced
creditworthiness, resilient cash flow generation,
and sustained commitment to maintaining a
strong balance sheet and financial discipline.

The credit rating details of the Company as at
March 31, 2026 are as follows:

4. Deposits

The Company is registered with the National
Housing Bank as a non-deposit taking Housing
Finance Company and, accordingly, does not
accept public deposits. During the financial year
ended March 31, 2026, the Company did not accept
any deposits from the public within the meaning
of the provisions of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules,
2014. Further, there were no outstanding amounts
towards principal or interest on public deposits as
on March 31, 2026.

5. Transfer to Special Reserve

In accordance with the provisions of Section
29C(i) of the National Housing Bank Act, 1987, the
Company is required to transfer a minimum of
20% of its net profit each year to a Special Reserve
prior to declaration of any dividend. Accordingly,
during the financial year ended March 31, 2026,
the Company transferred S 138.57 crores to the
Special Reserve in compliance with Section 29C(i)
of the National Housing Bank Act, 1987, read with
Section 36(1)(viii) of the Income-tax Act, 1961.

6. Dividend

During the financial year 2025-26, the Board
declared two interim dividends, on May 06, 2025,
and October 31, 2025, aggregating to W 4.50
per equity share. Further, no final dividend is
recommended by the Board for approval of the
shareholders.

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,

the Board of Directors has adopted a Dividend
Distribution Policy, which is available on the
website of the Company. (weblink: Dividend
Distribution Policy).

During the financial year under review, an amount
of W 6,51,310 towards unclaimed dividend was

transferred to the Unpaid Dividend Account of the
Company. Members who have not yet claimed
their dividend pertaining to the relevant financial
year are requested to contact the Registrar and
Share Transfer Agent (RTA) or the Company
Secretary through the Company's e-mail ID at
cs@aptusindia.com for claiming the same.

Members are further requested to note that
dividends remaining unclaimed for a period
of seven years from the date of transfer to the
Company's Unpaid Dividend Account shall
be transferred to the Investor Education and
Protection Fund (IEPF) in accordance with the
provisions of the Companies Act, 2013 and the
applicable rules framed thereunder. Further,
shares in respect of which dividends remain
unclaimed for seven consecutive years shall also
be transferred to the IEPF pursuant to Section 124 of
the Companies Act, 2013 read with the applicable
IEPF Rules.

7. Employee Stock Option Scheme

The Company believes in attracting, motivating,
and retaining high-performing talent through
long-term incentive mechanisms that align
employee interests with the Company's long¬
term growth and value creation objectives. In this
regard, the Company grants share-based benefits
to eligible employees under its Employee Stock

Option Schemes, thereby fostering a strong sense
of ownership, commitment, and performance-
driven culture across the organization. The
existing employee stock option scheme, namely
the Aptus Employee Stock Option Scheme, 2021
("ESOP 2021"), has played a significant role in
driving employee engagement and supporting
sustainable business growth.

The ESOP 2021 is in compliance with the provisions
of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations").
Pursuant to Regulation 14 of the SEBI SBEB
Regulations, the disclosures relating to ESOP 2021
are available on the website of the Company at
(weblink: ESOP Disclosure). Further, in accordance
with Regulation 13 of the SEBI SBEB Regulations,
a certificate issued by the Secretarial Auditor, S
Sandeep & Associates, Company Secretaries,
confirming implementation of the scheme in
accordance with the applicable regulations and
the resolution passed by the shareholders, will
be made available electronically for inspection
by the shareholders during the ensuing
Annual General Meeting.

As the ESOP 2021 scheme has been substantially
utilized and is nearing exhaustion, the Board of
Directors, based on the recommendation of the
Nomination and Remuneration Committee, has
approved a new employee stock option scheme
titled "Aptus Employee Stock Option Scheme,
2026" ("Aptus ESOP Scheme, 2026"), subject to
the approval of the shareholders. The details of
the Aptus ESOP Scheme, 2026 are being placed
before the members for their consideration
and approval at the ensuing Annual General
Meeting. The detailed terms and conditions of the
proposed scheme are set out in the Explanatory
Statement forming part of the Notice convening
the Seventeenth Annual General Meeting of the
Company.

8. Share Capital

There has been no change in the authorized share
capital of the Company during the financial year
ended March 31, 2026.

During the year under review, 9,28,598 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
f 1,00,14,85,472 comprising of 50,07,42,736 equity
shares of t 2/- each as on March 31, 2026, as
against 5 99,96,28,276 comprising of 49,98,14,138
equity shares of f 2/- each as on March 31,2025.

9. Directors and Key Managerial Personnel

The composition of the Board of Directors is in
compliance with the provisions of Section 149

of the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and comprises
an optimum combination of Executive and
Independent Directors.

As at March 31, 2026, the Board of Directors of
the Company comprised seven (7) Directors,
consisting of five (5) Independent Directors,
including one Woman Independent Director, and
two (2) 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 2025-26.

• Mr. Sumir Chadha (DIN: 00040789) and Mr.
K P Balaraj (DIN: 00163632), Non-executive
Nominee Directors resigned from the Board of
Directors with effect from September 25, 2025,
consequent to the complete disinvestment of
the equity shareholding held by Westbridge
Crossover Fund, LLC and its affiliated entities in
the Company.

• Mr. V G Kannan (DIN: 03443982) ceased to be
an Independent Director of the Company due
to completion of tenure w.e.f. March 08, 2026.

• Mr. Mukul Mathur (DIN: 10025806) was
appointed as an additional Director on the
Board of the Company and designated
as Independent Director w.e.f. March 18,
2026. The shareholders have approved this
appointment by passing a special resolution
on April 23, 2026, via postal ballot.

The following changes happened in the
composition of the Board of Directors between
the financial year ended 2025-26 and the date of
this report.

• Ms. Mona Kachhwaha (DIN: 01856801)
was re-appointed as a Non-Executive
Independent Director on the Board of the
Company for a second term of 2 years
with effect from May 05, 2026, subject
to the approval of the shareholders.
A special resolution seeking approval for the
said re-appointment is being placed before
the shareholders at the ensuing Annual
General Meeting.

The following changes took place in the
composition of Key Managerial Personnel during
the financial year 2025-26.

• Mr. John Vijayan Rayappa , who was the
Chief Financial Officer of the Company was
redesignated 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 declarations confirming that
each of them meets the criteria of independence
as prescribed under Section 149(6) of the
Companies Act, 2013 read with the Rules framed
thereunder and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board is of the opinion that
the Independent Directors possess the requisite
integrity, expertise and experience, and 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
Independent Directors of the Company had
no pecuniary relationship or transactions with
the Company, other than receipt of sitting fees,
commission and reimbursement of expenses,
wherever applicable.

10. Board and committee meetings

The Board met seven (7) 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

Pursuant to the provisions of the Companies Act,
2013, the applicable Rules framed thereunder,
and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Board of Directors has carried out an annual
performance evaluation of its own performance,
that of its Committees, the Chairman, and the
individual Directors for the financial year ended
March 31, 2026.

The evaluation framework was designed to
assess the effectiveness of the Board and its
Committees in discharging their respective roles
and responsibilities. The performance evaluation
of the Board as a whole was conducted after
seeking inputs from all the Directors on various
parameters, including the composition and
structure of the Board, quality and timeliness of
information flow, effectiveness of Board processes
and deliberations, strategic guidance, governance
and compliance oversight, risk management
framework, internal control systems, succession
planning, stakeholder engagement, and overall
contribution towards achieving the Company's
objectives.

The performance of the Committees of the Board
was evaluated by the Board after considering
inputs received from the respective Committee

members. The evaluation covered, inter alia, the
composition of the Committees, effectiveness
of meetings, adequacy of terms of reference,
quality of discussions and recommendations, and
the extent to which the Committees effectively
discharged their statutory and fiduciary

responsibilities.

In a separate meeting of the Independent
Directors held in accordance with Schedule IV
of the Companies Act, 2013 and the SEBI Listing
Regulations, the performance of the Non¬
Independent Directors, the Chairman of the
Company, and the Board as a whole was reviewed
and evaluated. The Independent Directors also
assessed the quality, quantity, and timeliness of
the flow of information between the Company's
management and the Board, which is necessary
for the Board to effectively and reasonably
perform its duties.

Further, the performance evaluation of individual
Directors was carried out by the Nomination
and Remuneration Committee and the Board,
excluding the Director being evaluated. The
evaluation was based on various criteria, including
attendance and participation at Board and
Committee meetings, preparedness, contribution
to strategic discussions, professional expertise,
integrity, independence of judgment, adherence
to ethical standards, and effectiveness in fulfilling
their roles and responsibilities in alignment with the
Company's business objectives and governance
framework. The Board noted with satisfaction that
the evaluation process has contributed positively
towards improving the overall effectiveness and
functioning of the Board and its Committees.

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 & Evaluation Policy.pdf)

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 compliance with the requirements of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Report on Corporate
Governance forms an integral part of this Annual
Report and is annexed herewith as Annexure D.
The Report provides a comprehensive overview
of the Company's governance framework,
policies, and practices adopted during the

financial year ended March 31, 2026. It also
highlights the Company's continued commitment
towards maintaining the highest standards of
transparency, accountability, ethical business
conduct, and corporate governance.

The Board of the Company has also framed the
internal guidelines on corporate governance as
required under the Reserve Bank of India (Non¬
Banking Financial Companies - Governance)
Directions and the same has been published on
the website of the Company. (weblink: Internal
guidelines on Corporate Governance)

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, is annexed
herewith as Annexure C and forms an integral
part of this Annual Report. The Report provides
a comprehensive overview of the Company's
financial and operational performance during the
financial year ended March 31, 2026, along with
insights into prevailing industry trends, business
outlook, key opportunities and challenges,
principal risks and their mitigation measures, and
the effectiveness of the internal control systems
and risk management framework.

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 Auditors' Report for the financial
year ended March 31, 2026, is annexed to
and forms an integral part of the financial
statements. The Auditors have expressed

an unmodified opinion on the financial
statements prepared in accordance with
Section 133 of the Companies Act, 2013 and the
relevant Accounting Standards, together with
the accompanying notes thereto, and have
not reported any qualification, reservation or
adverse remark thereon.

Further, during the year under review, the
Statutory Auditors have not reported any
instance of fraud to the Audit Committee
or the Board under Section 143(12) of the
Companies Act, 2013.

(b) Internal Auditors

In compliance with the Reserve Bank of India's
circular dated June 11, 2021, on Risk-Based
Internal Audit (RBIA), the Board of Directors
appointed Mr. K. Vijayaraghavan as the Head of
Internal Audit for overseeing the internal audit
function and ensuring an effective assessment
of the Company's risk management, internal
control, and governance frameworks.

Further, the Company has engaged M/s.
R.G.N. Price & Co. to support the internal audit
team in conducting the internal audit of Head
Office functions, in accordance with the RBIA
plan approved by the Audit Committee of the
Board for the current financial year.

The Internal Audit function continues to
play a critical role in strengthening the
Company's risk management, internal
controls, and governance systems. Operating
independently under the supervision of the
Head of Internal Audit and within the RBIA
framework prescribed by the Reserve Bank
of India, the function provides independent
and objective assurance to the Board and
management, thereby contributing to
enhanced operational efficiency, regulatory
compliance, and effective risk mitigation
across the organisation.

(c) Secretarial Auditors

The Members, at their Annual General Meeting
held on August 21, 2025, approved the
appointment of M/s. S. Sandeep & Associates,
Company Secretaries, as the Secretarial
Auditors of the Company for a term of five
consecutive years commencing from the
Financial Year 2025-26, pursuant to the
provisions of Section 204 of the Companies
Act, 2013, SEBI (LODR) Regulations, 2015 and the
rules made thereunder.

The Secretarial Audit Report for the financial
year ended March 31, 2026, issued by the
Secretarial Auditors, is annexed to this Annual
Report as Annexure F. The report does not
contain any qualifications, reservations,
adverse remarks, or disclaimers.

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(l) 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 and maintained
a comprehensive system of Internal Financial
Controls ("IFC") designed to provide reasonable
assurance regarding the reliability of financial
reporting, safeguarding of assets, prevention
and detection of frauds and errors, operational
effectiveness and efficiency, and compliance with
applicable laws, regulations, and internal policies.
The framework is aligned with the requirements
of Section 134(5)(e) of the Companies Act, 2013,
the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the
Institute of Chartered Accountants of India (ICAI),
and the regulatory requirements applicable to
Housing Finance Companies as prescribed by
the Reserve Bank of India ("RBI") and the National
Housing Bank ("NHB"), wherever applicable.

The Company's internal financial control
framework is commensurate with the size, scale,
nature, and complexity of its operations and
encompasses financial, operational, compliance,
and information technology controls. The
framework is supported by clearly defined
authority matrices, segregation of duties, standard
operating procedures, automated system controls,
and periodic monitoring mechanisms. The
Company continues to strengthen its governance
and control environment through enhanced focus
on digital processes, cybersecurity measures,
data security, regulatory compliance monitoring,
and risk management practices.

The internal control framework covers key
business and financial processes, including
customer onboarding, credit appraisal, loan
origination, documentation, disbursements,
collections, treasury operations, accounting,
financial reporting, vendor management,
information technology systems, and statutory
and regulatory compliances. The Company
maintains a 'Risk Control Matrix' across various
functions as part of the Internal Financial Controls
Process and the same is reviewed by an external
auditor annually. The various processes and
sub processes in each function is checked
for the controls that exist for the various risks.
Sample transactions are verified to validate the
controls that are in place. The Company has also
implemented controls to address emerging risks
associated with technology-enabled operations,
data privacy, information security and business
continuity.

During the financial year under review, the
Company carried out a comprehensive
evaluation of the design and operating
effectiveness of its internal financial controls.
The assessment included review of key financial
reporting processes, operational controls,
information technology general controls (ITGCs),
compliance controls, and risk management
processes. Necessary improvements identified
during the review process were implemented in
a timely manner to further strengthen the control
environment.

The Internal Audit function, which operates
independently and reports functionally to the
Audit Committee of the Board, conducts risk-
based audits across various business and support
functions as well as across various branches.
The scope of internal audit is periodically
reviewed and aligned with the Company's
risk profile and regulatory expectations. Audit
observations, recommendations, and status of
corrective actions are regularly reviewed by the
management as well as discussed in the Audit
Committee to ensure effective remediation and
continuous improvement in internal controls and
governance practices.

The Audit Committee and the Board periodically
review the adequacy and effectiveness of the
Company's internal financial control framework,
risk management systems, compliance processes,
and internal audit findings. The Company has
also established mechanisms for monitoring
regulatory developments and implementing
necessary changes to its policies, procedures,
and controls in a timely manner.

Based on the assessments carried out during
the year, the reports of the Internal Auditors and
Statutory Auditors, and the reviews conducted
by the management and the Audit Committee,
the Board is of the opinion that the Company's
internal financial controls were adequate and
operating effectively as at March 31, 2026. No
material weakness or significant deficiency was
identified that would have a material impact on
the Company's financial statements or its control
environment.

The Company remains committed to
continuously enhancing its internal control
framework and governance standards in line with
evolving business requirements, technological
advancements and regulatory expectations,
thereby supporting sustainable growth and
protecting the interests of all stakeholders.

18. Material Changes and Commitments

There are no material changes and commitments
between March 31, 2026, 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 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 remains fundamental
to the sound functioning, resilience, and
sustainable growth of the Company. As a
Housing Finance Company (HFC), the Company
operates in an increasingly complex and evolving
business environment characterized by changing
economic conditions, regulatory developments,
technological advancements, and emerging
risks. Accordingly, the Company maintains
a comprehensive and forward-looking Risk
Management Framework (RMF) to identify, assess,
monitor, control, and mitigate risks that may affect
its business operations, financial performance,
capital adequacy, liquidity position, customer
interests, and reputation.

The Company's Risk Management Framework is
designed to establish a structured, consistent, and
enterprise-wide approach to risk management
across all business functions and support units.
The framework is aligned with the regulatory
requirements of the Reserve Bank of India (RBI)
and supervisory expectations prescribed by the
National Housing Bank (NHB). It is periodically
reviewed and strengthened to ensure its
continued relevance in light of changing business
conditions, regulatory expectations, and industry
best practices.

The framework covers all material risks inherent
in financial services, including credit risk, market
risk, liquidity risk, interest rate risk, operational
risk(including information technology related risk),
cyber security risk, compliance risk, reputational
risk, outsourcing risk, fraud risk, and strategic
risk.. Aptus ICAAP Policy identifies material risks
not captured by regulatory capital requirements
and incorporates stress testing, scenario analysis
and projected financials. Though submitted
annually, ICAAP is a continuous process involving
dynamic reassessment. The outcomes are initially
presented to the RMC and once cleared by them
is placed before the Board for approval before
being submitted to the Regulator. An independent
review by an Independent External Consultant is
also conducted annually.

The key components of the Risk Management
Framework (RMF) include;

• Risk culture: The Company promotes a strong

risk culture that emphasizes risk awareness,
accountability, and responsible decision¬
making across all levels of the organization.
The Board establishes the tone at the top and
ensures that business activities are conducted
within the approved risk appetite, while the
Risk Management Committee (RMC) oversees
the effective monitoring and management of
material risks.

• Risk Management Architecture: The Company
has established a robust Risk Management
Architecture to ensure effective oversight and
management of risks across the organization.
The governance structure comprises the Board
of Directors, Risk Management Committee
(RMC), Asset Liability Management Committee
(ALCO), and the IT Strategy Committee, each
with clearly defined roles and responsibilities.
The RMC of the Board meets quarterly to
review the Company's risk profile and the
effectiveness of risk management practices.
The framework is supported by the Risk
Management Department headed by the Chief
Risk Officer (CRO), along with independent
oversight from Internal and External Auditors.
Risk management activities are guided by
Board-approved policies, procedures, and risk
limits that ensure risks are managed within
the Company's approved risk appetite.

• Early Warning Signals (EWS): Aptus has
instituted an EWS framework to identify early
signs of potential NPAs or fraud, if any. Any
exceptions relating to process deviations are
also tracked and reported as an early warning
signal to the concerned functions.

• Key Risk Indicators: The Company has
established Key Risk Indicators (KRIs) for each
material risk categories mainly covering credit
risk, compliance risk, liquidity risk, operational
risk etc. to enable effective risk measurement
and monitoring.. KRIs are reviewed on a
quarterly basis to assess emerging risk trends
and ensure adherence to the approved risk
appetite. Any breach of predefined thresholds
is escalated to the Board as an Early Warning
Signal (EWS) for timely review and corrective
action.

• Identification and classification of Risks: The
Company follows a structured approach for
the identification and classification of risks to
ensure comprehensive risk coverage across
all business activities. The key risks identified
include credit risk, operational risk, information
technology risk, and strategic risk. In addition,
the Company also considers assessment
and classification of other significant risks
such as human resource risk, governance
risk, compliance risk, legal risk, reputational

risk, valuation(collateral) risk, and any other
residual risk through a score card approach
as part of the ICAAP annual review.

• Monitoring the framework: The Risk
Management Committee (RMC) of the
Board continues to play a key role in
overseeing the Company's overall risk profile
and strengthening its risk management
practices. The Committee is constituted in
line with applicable regulatory requirements
and comprises members with expertise in
finance, risk management, and governance.
It meets periodically during the year to
review key risk exposures, emerging risks, and
the effectiveness of the Risk Management
Framework.

The RMC is supported by the Risk Management
Department, headed by the Chief Risk Officer
(CRO), who is responsible for implementing the
risk strategy, ensuring compliance with Board-
approved risk policies, bringing any likely breaches
of the predefined thresholds to the attention of
the RMC and managing day-to-day risk-related
activities across the organization.

21. Human Resources

At Aptus, our people remain the driving force
behind our sustained growth, resilience, and
success. We are committed to creating a
workplace that fosters learning, collaboration,
innovation, and inclusion, enabling our employees
to realize their full potential while contributing
meaningfully to the Company's objectives.

During FY 2025-26, we continued to strengthen
our talent development framework through a
range of structured learning initiatives, leadership
development programmes, digital learning
platforms, and functional and behavioural skill
enhancement interventions. These initiatives
are designed to build future-ready capabilities,
support career progression, and create a strong
leadership pipeline across the organization.

Our talent management approach focuses
on attracting, developing, and retaining high-
performing employees through transparent
performance management processes,
continuous feedback mechanisms, mentoring
opportunities, and well-defined career
development pathways. We also encourage
internal mobility and provide employees with
opportunities to take on new challenges and
expand their professional horizons within the
organization.

We remain steadfast in our commitment to
fostering an inclusive, equitable, and respectful
workplace where diversity of thought, background,
and experience is valued. Our employee

engagement initiatives, wellness programmes,
and people-centric policies continue to strengthen
a culture of trust, belonging, and shared purpose.

A significant milestone during the year was
Aptus being officially recognized as a winner
of The Hindu Best Places to Work 2026. This
prestigious recognition reflects our continued
focus on employee well-being, workplace
excellence, leadership effectiveness, and a high-
performance culture built on mutual respect and
empowerment.

Our continued emphasis on employee
development, engagement, and workplace
culture has contributed to healthy retention
levels, strong employee satisfaction, and a highly
motivated workforce. These outcomes reaffirm our
belief that investing in our people is fundamental
to delivering sustainable value for all stakeholders
and achieving long-term organizational success.

As of March 31, 2026, Aptus had a workforce of 3,807
employees, reflecting our continued commitment
to building, developing, and retaining a high-
performing, engaged, and future-ready talent
pool that supports the Company's long-term
growth and strategic objectives.

22. Particulars of Employees

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

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

23. Particulars of Contracts or Arrangements with
Related parties

During FY 2025-26, all contracts, arrangements,
and transactions entered into by the Company
with related parties were conducted in the ordinary
course of business and on an arm's length basis.
There were no materially significant related party
transactions involving promoters, directors, key
managerial personnel, or other related parties
that could have had a potential conflict with
the interests of the Company. All Related Party
Transactions (RPTs) were placed before the Audit
Committee for its review and approval. (weblink:

Related Party Transaction Policy).

The disclosure of particulars of contracts/
arrangements entered by the Company with
related parties during the financial year 2025-26
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

As the Company is engaged in the business of
housing finance and does not undertake any
manufacturing activities, the particulars relating
to conservation of energy and technology
absorption as prescribed under Section 134(3)(m)
of the Companies Act, 2013 and the applicable
rules are not applicable.

During FY 2025-26, the Company did not have any
foreign exchange earnings or expenditure.

25. Subsidiaries, Associates, Joint Ventures

The Company has one wholly owned subsidiary,
Aptus Finance India Private Limited, which has
been established with the primary objective of
catering to the financing requirements of small
business entrepreneurs. 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 in 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
Section 129(3) 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 (AFIPL), 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.

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

During FY 2025-26, the Company has not granted
any loans or provided guarantee to its wholly
owned subsidiary, Aptus Finance India Private
Limited, under the provisions of Section 186 of the
Companies Act, 2013.

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

During FY 2025-26, no significant or material
orders were passed by any regulators, courts, or

tribunals impacting the Company's status as a
going concern or having an adverse effect on its
future operations.

28. 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 FY 2025-26, Aptus continued to actively
undertake CSR initiatives with a focused emphasis
on education, healthcare, skill development, and
community infrastructure. These initiatives were
designed to improve access to quality education,
strengthen public healthcare systems, enable
sustainable livelihood opportunities, and build
more resilient rural communities.

Through its sustained CSR interventions, the
Company seeks to create meaningful and long¬
term social impact, reaffirming its commitment to
responsible corporate citizenship and contributing
to the overall socio-economic development and
well-being 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
was not applicable to the Company.

29. 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 FY 2025-26 along
with the Independent Assurance Statement on
the BRSR core forms an integral part of this Annual
Report and is annexed herewith as Annexure E.

30. 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 enables directors and employees to
report concerns relating to unethical behaviour or
violations of the Code of Conduct in a confidential
manner.

The Policy is in compliance with Section 177(9)
of the Companies Act, 2013, the relevant Rules
framed thereunder, and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015. It provides a structured
mechanism for reporting concerns and ensures
direct access to the Chairman of the Audit
Committee, wherever required.

The policy is available on the Company's website
(weblink: Whistle Blower & Vigil Mechanism ) and
plays an important role in fostering a culture
of integrity, trust, and responsible governance
across all levels of the organisation.

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

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

In accordance 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. The Policy
reflects the Company's continued commitment
to maintaining dignity, equality, and safety at the
workplace and is available on the Company's
website (weblink: Policy on Prevention of Sexual
Harassment).

An Internal Complaints Committee (ICC) has
been duly constituted in compliance with the
said Act to ensure effective grievance redressal.
The ICC is empowered to investigate and address
complaints in a fair, timely, and confidential
manner.

We are pleased to report that no complaints
of sexual harassment were received during
the financial year under review, reflecting the
Company's sustained focus on maintaining a safe
and respectful work environment. The Company
also conducts periodic training and awareness
programmes to sensitise employees and reinforce
its zero-tolerance approach towards any form of
harassment or misconduct.

32. 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 SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time
to time.

The Code requires, inter alia, pre-clearance of
trades in the Company's securities, prohibits
trading while in possession of Unpublished
Price Sensitive Information (UPSI), and imposes
restrictions on trading during closure of the
trading window.

Further, the Board has also approved a Code of
Practices and Procedures for Fair Disclosure of
UPSI, along with a policy governing the process for
inquiry in the event of an actual or suspected leak
of UPSI. These frameworks are intended to ensure
transparency, integrity, and robust compliance
in the handling and dissemination of 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).

33. Statutory Compliance under the Maternity
Benefit Act, 1961

The Company is committed to providing a
supportive and inclusive work environment for
its employees and ensuring compliance with
all applicable labour laws. During the financial
year under review, the Company has complied
with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. Eligible
women employees were provided maternity
benefits, leave entitlements, and other facilities
in accordance with the requirements of the Act.
The Company has also implemented appropriate
policies and procedures to safeguard the rights
and welfare of women employees and continues
to promote a workplace that supports maternal
health and well-being.

34. Other Disclosures under the Companies Act, 2013
("the Act)

• 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, 2026, 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 true and fair view
of the state of affairs of the Company as at
March 31, 2026 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, 2026; 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, 2026.

Acknowledgement

The Board of Directors places on record its sincere
appreciation and gratitude to all stakeholders for
their continued support and confidence during
the financial year under review. The Directors duly
acknowledge the cooperation and assistance
received from 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 expresses its heartfelt appreciation
to all employees of the Company at every level
for their dedication, professionalism, and valuable
contributions, which have been instrumental in the
Company's performance and growth during the
financial year under review.

For and on behalf of the Board of Directors

sd/-
M Anandan

(DIN:00033633)
Executive Chairman

Chennai,

May 06, 2026