Aptus Value Housing Finance India Ltd Directors Report

Dear Members,

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 s elf-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 T erritory 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. F inancial Results

Particulars	Consolidated Financial Results
	For the financial year ended Mar 31, 2026	For the financial year ended Mar 31, 2025
Operating income	2,192	1,750
Other Income	53	48
Total Expenses	1,034	824
Profit before taxation (PBT)	1,211	975
Tax expense	268	224
Profit after taxation (PAT)	943	751
Assets under	13,107	10,865
Management (AUM)
Net Worth	5,060	4,317
Return on Assets (ROA)	7.9%	7.7%
Return on Equity (ROE)	20.1%	18.8%

2. Operations

Sanctions and Disbursements

During the year under review, the Company

in the previous year. Loan disbursements for

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 representing a healthy growth of 21% financial year.

Branch Network

Aptus significantly expanded its physical distribution footprint during FY2025 26. As of March 31, 2026, the companys consolidated branch network stood at 339 branches across the s ix Indian s tates 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 s trong 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 s tandards, robust credit appraisal mechanisms, and an effective recovery and collection framework. Such performance highlights the Companys ability to maintain portfolio s tability 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 Companys 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 Companys balance sheet strength. A healthy PCR also improves stakeholder confidence by demonstrating managements 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 s trengthened 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 s tress 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 Companys 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 Companys ability to access funds efficiently across different market conditions.

Further reinforcing its strong financial position, the Company maintained a liquidity of

undrawn sanctioned credit lines from various banking partners. T he 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 s trategy focused on reducing its overall cost of funds while simultaneously broadening and diversifying its funding s ources. Through s ustained 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 Companys credit ratings during the year.

ICRA upgraded the Companys 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). T hese upgrades underscore the Companys 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:

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

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,

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,

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

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 T ransfer Agent (RTA) or the Company Secretary through the Companys 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 Companys 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 Companys 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. T he 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

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

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 s ubmitted 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 Companys 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 s tatutory 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 Companys 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. T he 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 Companys 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 Companys governance framework, policies, and practices adopted during the financial year ended March 31, 2026. It also highlights the Companys 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 Companys 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 Companys financial and operational performance during the financial year ended March 31, 2026, along with insights into prevailing industry trends, business outlook, k ey opportunities and challenges, principal risks and their mitigation measures, and the effectiveness of the internal control systems and risk management framework.

15. Auditors & Auditors 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. T he 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 Indias 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 Companys 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 Companys 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(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 and maintained a comprehensive system of Internal Financial Controls (IFC) designed to provide reasonable assurance regarding the reliability of financial reporting, s afeguarding 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 Companys 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. T he framework is s upported by clearly defined authority matrices, segregation of duties, standard operating procedures, automated system controls, and periodic monitoring mechanisms. T he 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 k ey 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 s cope of internal audit is periodically reviewed and aligned with the Companys 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 Companys 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 Companys 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 Companys 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 s ustainable 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 Companys 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 Companys 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 s trengthened to ensure 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. T hough 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 Companys 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 Companys 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: T he 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: T he Risk Management Committee (RMC) of the Board continues to play a key role in overseeing the Companys overall risk profile and s trengthening 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 s ustained 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 Companys 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. T hese 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 s teadfast 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 s ignificant 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 Companys 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 arms 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 . T he 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 Companys 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 Companys 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 s ustained 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 s tructured mechanism for reporting concerns and ensures direct access to the Chairman of the Audit Committee, wherever required.

The policy is available on the Companys 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 Companys continued commitment to maintaining dignity, equality, and safety at the workplace and is available on the Companys 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 Companys 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 Companys s ecurities, 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 onetime settlement of loans with any banks or financial institutions.

During the financial year under review, there were no instances where voting rights were not exercised in respect of shares acquired directly by employees under any scheme. Accordingly, the disclosure required under

Section 67(3) of the Companies Act, 2013, read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not applicable.

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 s election 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 s upport and confidence during the financial year under review. The Directors duly acknowledge the cooperation and assistance received from the Companys s hareholders, 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 Companys 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