Dear Members,
The Board of Directors are pleased to present the Sixteenth Annual
Report of Aptus Value Housing Finance India Limited
("Aptus"/"Company"), together with the audited financial statements of
the Company for the financial year ended March 31, 2025.
Aptus is a Housing Finance Company registered with the National Housing
Bank ("NHB") and regulated by the Reserve Bank of India ("RBI"). Aptus
is an entirely retail focused housing finance company primarily serving low and middle
income self-employed customers in the rural and semi-urban markets of India. The equity
shares of the Company are listed on the National Stock Exchange of India Limited
("NSE") and on BSE Limited ("BSE").
1. Financial Results ( in crores)
Particulars |
Consolidated
Financial Results |
|
For the financial year ended |
For the financial year ended |
|
Mar 31, 2025 |
Mar 31, 2024 |
Operating income |
1,750 |
1,365 |
Other Income |
48 |
44 |
Total Expenses |
823 |
616 |
Profit before |
975 |
793 |
taxation (PBT) |
|
|
Tax expense |
224 |
181 |
Profit after taxation |
751 |
612 |
(PAT) |
|
|
Assets under |
10,865 |
8,722 |
Management (AUM) |
|
|
Net Worth |
4,317 |
3,768 |
Return of Assets |
7.7% |
8.0% |
(ROA) |
|
|
Return on Equity |
18.76% |
17.25% |
(ROE) |
|
|
2. Operations
Sanctions and Disbursements
During the year under review, the Company sanctioned loans amounting to
3,867 crores, marking a notable increase from 3,320 crores in the previous year. Loan
disbursements for the year stood at 3,604 crores, reflecting a robust growth of 15%
year-on-year. As of March 31, 2025, the Company proudly served an expanding customer base
of 1,61,597 reflecting the trust and confidence reposed by a rapidly growing community of
borrowers.
Asset under management (AUM)
As at March 31, 2025, Aptus achieved a significant milestone with
Assets under Management (AUM) reaching 10,865 crores, reflecting a strong 25% growth over
8,722 crores in the previous financial year.
FY 21 FY 22 FY 23 FY 24 FY 25
Branch Network
Aptus has a strong network of 300 branches across 6 Indian states
and 1 union territory as at the end of March 31, 2025, as compared to 262 branches in the
previous financial year.
State |
No. of |
Percentage |
|
Branches |
of AUM as on |
|
|
31-Mar-2025 |
Andhra Pradesh |
113 |
42.5% |
Tamil Nadu |
90 |
32.9% |
Telangana |
53 |
16.2% |
Karnataka |
34 |
7.9% |
Maharashtra & |
10 |
0.5% |
Odisha |
|
|
Total |
300 |
100% |
The details of the branches are available on the website of the
Company. (weblink: www. aptusindia.com/branch-network).
Asset Quality
The Company has demonstrated robust asset quality management by
consistently maintaining a low Non-Performing Assets (NPA) ratio over recent quarters.
This reflects prudent underwriting practices, effective credit risk assessment, and strong
recovery mechanisms. The Gross NPA (GNPA) at 1.19% and Net NPA (NNPA) at 0.89% as of March
31, 2025, have remained well below industry averages, indicating the company's
resilience amid volatile market conditions. The Company maintains an adequate Provision
Coverage Ratio (PCR) of 25% on NPAs, reflecting a cautious and prudent stance on risk
management. This level of provisioning provides a solid buffer against potential credit
losses, thereby reinforcing the Company's financial strength and enhancing investor
trust.
This consistent performance highlights the Company's focus on
maintaining asset quality while supporting sustainable growth, making Aptus a stable and
trustworthy player in the financial services sector.
Resource mobilization
The Company boasts a robust and well-diversified borrowing profile,
underscoring its financial resilience. As of March 2025, the Company's borrowings
were strategically sourced from multiple channels: 52% from banks, 15% from the National
Housing Bank (NHB), 19% through issue of Non-convertible Debentures (NCDs) from
Development financial institutions (DFIs) like International Finance Corporation and
reputable mutual funds such as ICICI Prudential Mutual Fund and Nippon Mutual Fund,
Insurance Companies like Star Health and Allied Insurance Co Ltd and Royal Sundaram
General Insurance Co. Ltd, and 14% through securitization. Notably, in the financial year
under review, the Company has further enhanced its funding mix by tapping into NCDs, a
move that underscores its commitment to diversifying funding sources and optimizing
capital costs. A key testament to its financial strength is the Company's
on-balance-sheet liquidity of
1,155 crores as of March 2025, bolstered by undrawn sanctions of
678 crores from NHB and various banks. This substantial liquidity not only provides
operational flexibility but also positions the Company to efficiently meet funding
requirements and drive future growth.
3. Credit Rating
The credit rating details of the Company as at March 31, 2025 are
as follows:
Instrument |
Rating Agency |
Rating |
Amount ( in Crores) |
Outlook |
Bank Facilities |
ICRA |
[ICRA]AA- |
2,360 |
Stable |
Non-convertible Debentures |
ICRA |
[ICRA]AA- |
376 |
Stable |
Bank Facilities |
CARE |
CARE AA- |
1,950 |
Positive |
Non-convertible Debentures |
CARE |
CARE AA- |
980 |
Positive |
4. Deposits
The Company is registered as a non-deposit taking Housing Finance
Company with the National Housing Bank and hence does not accept any deposits. The Company
has not accepted any deposits from the public within the meaning of the provisions of
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year ended March 31, 2025. No amount on account of principal or interest on
deposits from the public was outstanding as on March 31, 2025.
5. Transfer to Special Reserve
As per Section 29C (i) of National Housing Bank Act, 1987, the
Company is required to transfer at least 20% of its net profit every year to a reserve
before any dividend is declared. Accordingly, the Company has transferred 115 crores to
special reserve in accordance with Section 29C(i) of National Housing Bank Act, 1987 read
along with Section 36(1)(viii) of the Income Tax Act, 1961.
6. Dividend
The Board declared two interim dividends aggregating to 4.50/-
per equity share for the financial year 2024-25 on May 03, 2024 and November 05, 2024.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have
adopted a dividend distribution policy. The dividend distribution policy is available on
the website of the Company. (weblink: Dividend Distribution Policy).
During the year under review, an unclaimed dividend of 5,32,899 was
transferred to the unpaid dividend account of the Company. Those members who have not yet
claimed their dividend for the financial year are requested to correspond with the RTA or
with the Company Secretary through the e-mail id of the Company at cs@ aptusindia.com.
Further, members are requested to note that dividends that are not claimed within seven
years from the date of transfer to the Company's unpaid dividend account, will be
transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend
remains unclaimed for seven consecutive years shall be transferred to IEPF as per Section
124 of the Companies Act, 2013, read with applicable IEPF rules.
7. Employee Stock Option Scheme
We incentivize and retain high-performing employees by granting
share-based benefits under our ESOP schemes, aligning individual goals with Company
objectives. Our existing ESOP scheme, the Aptus Employee Stock Option Scheme, 2021
("ESOP 2021"), fosters a culture of ownership and drives business growth.
ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021. In terms of Regulation 14 of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures with respect to
ESOP 2021 is provided on the website of the Company at (weblink: ESOP Disclosure). In
terms of Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, a certificate from the secretarial auditor, S Sandeep & Associates,
Company Secretaries will
64 be made available electronically for inspection by the shareholders
during the ensuing Annual General Meeting.
8. Share Capital
There has been no change in the authorized share capital of the
Company during the financial year ended March 31, 2025.
During the year under review, 8,90,137 equity shares of 2/- were
allotted on exercise of stock options granted to the employees of the Company under ESOP
2021. Consequent to this, the paid-up share capital of the Company has increased to
99,96,28,276 comprising of 49,98,14,138 equity shares of 2/- each
as on March 31, 2025, as against 99,78,48,002 comprising of 49,89,24,001 equity shares
of 2/- each as on March 31, 2024.
9. Directors and Key Managerial Personnel
The composition of the Board of Directors is in accordance with
Section 149 of the Companies Act, 2013, and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, with an optimum combination of Executive,
Non-Executive, and Independent Directors.
As of March 31, 2025, the Board of Directors of the Company comprised
of 9 Directors, including five Independent Directors (including one woman Independent
Director), two Nominee Directors and two Executive Directors.
The following changes happened in the composition of the Board of
Directors and office of the Key Managerial Personnel during the financial year 2024-25.
Mr. Shailesh Mehta (DIN: 01633893), Non-executive Director
resigned from Board w.e.f. April 18, 2024.
Mr. M Anandan (DIN: 00033633) was reappointed as the Executive
Director & Chairman of the Company for a tenure of 3 years w.e.f. December 24, 2024.
The shareholders have approved this appointment by passing a special resolution on
September 06, 2024, via postal ballot.
Mr. Anand Raghavan (DIN: 00243485) was appointed as an
Additional Director on the Board of the Company and designated as Independent Director
w.e.f. January 31, 2025. The shareholders have approved this appointment by passing a
special resolution on March 08, 2025, via postal ballot.
Mr. Natarajan Ramasubramanian (DIN: 10887970) was appointed as
an additional Director on the Board of the Company and designated as Independent Director
w.e.f. January 31, 2025. The shareholders have approved this appointment by passing a
special resolution on March 08, 2025, via postal ballot.
Mr. S Krishnamurthy (DIN: 00066044), Mr. K M Mohandass
(DIN: 00707839) and Mr. Krishnamurthy Vijayan (DIN: 00589406), completed their second and
final term as Independent Directors of the Company. Accordingly, they ceased to be
Independent Directors of the Company with effect from the close of business hours on March
03, 2025.
Mr. Subba Rao N V (DIN: 05153667) was appointed as an additional
Director on the Board of the Company and designated as Independent Director w.e.f. March
21, 2025. The shareholders have approved this appointment by passing a special resolution
on April 25, 2025, via postal ballot.
There were no changes that took place in the composition of the Key
Managerial Personnel during the financial year 2024-25. However, the following changes
took place in the composition of Key Managerial Personnel between the financial year ended
March 31, 2025, and the date of this report.
Mr. John Vijayan Rayappa resigned as the Chief Financial Officer
of the Company from the closure of business hours on May 06, 2025, and was appointed as
the Chief Risk Officer of the Company w.e.f. May 07, 2025.
Mr. Sanjay Mittal was appointed as the Chief Financial Officer
of the Company w.e.f. May 07, 2025.
Pursuant to the provisions of Section 149 of the Companies Act, 2013
the Independent Directors have submitted the Declaration of Independence, stating that
each of them meets the criteria of independence as required under Section 149(6) of the
Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
During the year under review, the Non-executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any.
Further, in accordance with the provisions of the Companies Act, 2013,
Mr. K P Balaraj (DIN: 00163632), Non-executive Nominee Director of the Company is liable
to retire by rotation at the ensuing 16th Annual General Meeting of the Company
and being eligible has offered himself for reappointment.
10. Board and committee meetings
The Board met 6 times during the year under review. Details on
composition of the Board and various Committees of the Board and number of meetings of the
Board and Committees during the year under review are given in the Corporate Governance
Report enclosed as Annexure D to this Annual Report.
11. Board Evaluation
In accordance with the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has conducted its annual evaluation, including assessments of the performance of
the Board as a whole, its committees, and individual Directors. The performance of the
Board was evaluated by the Board after seeking input from all the Directors based on
criteria such as the Board composition and structure, meetings, strategy, governance &
compliance, risk management, internal controls & financial reporting, stakeholder
value & responsibility.
The performance of each committee was evaluated by the Board of
Directors after obtaining inputs from the respective committee members, taking into
consideration factors such as the committee's structure, functioning, effectiveness
in discharging its responsibilities, and the contributions of individual members. In a
separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company was evaluated, considering the views of both
Executive Directors and Non-Executive Directors. The performance of individual Directors
was reviewed by the Board of Directors and the Nomination and Remuneration Committee,
based on criteria such as their attendance, participation and contribution at Board and
committee meetings, professional conduct, domain knowledge, and fulfilment of their duties
and responsibilities in line with the Company's objectives and regulatory
expectations. The Company has adopted a policy on appointment, remuneration and evaluation
of the Directors, Key Managerial Personnel and Senior Management and the same is available
on the website of the Company.(weblink: Appointment Remuneration and Evaluation Policy)
12. Compliance with Secretarial Standards on Board and General Meetings
The company has complied with all the provisions of secretarial standards issued by
the Institute of Company Secretaries of India in respect of
65 meetings of the Board of Directors and general meetings held during
the year.
13. Corporate Governance Report
In accordance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed report on Corporate Governance, outlining the
Company's governance structure, practices, and disclosures, is enclosed as part of
this Annual Report as Annexure D. The report highlights the Company's
commitment to transparency, accountability, and ethical business conduct.
A certificate from M/s. Sandeep & Associates, Practicing
Company Secretaries, confirming the Company's compliance with the corporate
governance requirements as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is enclosed as part of this Annual Report as
Annexure I.
14. Management Discussion and Analysis
The Management Discussion and Analysis Report, prepared in
accordance with the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the Master Direction Non-Banking Financial
Company
Housing Finance Company (Reserve Bank) Directions, 2021, is
enclosed and forms part of this Annual Report as Annexure C. This report provides a
comprehensive overview of the Company's financial and operational performance,
industry trends, business outlook, key risks and mitigation strategies, and internal
control systems for the year under review.
15. Auditors & Auditor's Report (a) Statutory Auditors
In accordance with the conditions as prescribed in Section 139 of
the Companies Act, 2013, Companies (Audit and Auditors) Rules, 2014 and as per the
guidelines for appointment of Statutory Central Auditors (SCAS)/Statutory Auditors (SAS)
of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April
27, 2021 issued by the Reserve Bank of India, M/s. Sundaram and Srinivasan, Chartered
Accountants (Firm Registration Number : 004207S) was appointed as the Statutory Auditors
of the Company for a term of three years at the 15th Annual General Meeting held on August
14, 2024 till the date of conclusion of the 18th Annual General Meeting to be held in the
financial year 2027.
The Statutory Auditor's Report for the financial year ended March
31, 2025, is annexed to and forms an integral part of the financial statements. The report
does not contain any qualification, reservation, or adverse remark
66 with respect to the financial statements prepared in accordance with
Section 133 of the Companies Act, 2013 and the accompanying notes to accounts. Further, no
instances of fraud were detected or reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013 during the year.
(b) Internal Auditors
In compliance with the notification dated June 11, 2021, issued by
the Reserve Bank of India regarding Risk Based Internal Audit, the Board of Directors
based on the recommendations of the Audit committee and the Nomination and Remuneration
committee has appointed Mr. K Vijayaraghavan as the Chief Internal Audit Officer for
overseeing the internal audit function to assess and enhance the effectiveness of risk
management, control, and governance processes within the organization.
Further, the Company has appointed M/s. R.G.N. Price & Co to assist
the internal audit team in conducting the internal audit of Head office functions as per
the Risk-Based Internal Audit (RBIA) plan approved by the Audit committee of the Board.
The Internal Audit function plays a vital role in ensuring the effectiveness of the
Company's risk management, internal controls, and governance processes. It operates
independently under the supervision of the Chief Internal Audit Officer, in line with the
RBIA framework prescribed by the Reserve Bank of India. The internal audit function
provides objective assurance and insights to the Audit committee, Board and management,
helping to strengthen operational efficiency, compliance, and risk mitigation across all
areas of the business.
(c) Secretarial Auditors
M/s. S. Sandeep & Associates, Company Secretaries, were
appointed to carry out the Secretarial Audit of the Company for the financial year
202425, in compliance with the requirements of Section 204 of the Companies Act,
2013, and the applicable rules framed thereunder.
The secretarial audit report for the financial year ended March 31,
2025 is enclosed and forms part of this Annual report as Annexure F. The
Secretarial Auditors have submitted their report for the financial year without any
qualifications, reservations, adverse remarks, or disclaimers.
Further, in compliance with the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has approved the appointment of M/s. S.
Sandeep & Associates, Practicing Company Secretaries, as the Secretarial Auditors of
the Company for a term of five consecutive financial years commencing from FY
202526, subject to the approval of the shareholders at the ensuing Annual General
Meeting. The Company has received a consent letter and eligibility certificate from M/s.
S. Sandeep & Associates, Practicing Company Secretaries, confirming that they meet the
criteria prescribed under the Companies Act, 2013 and applicable rules thereunder. They
have also affirmed that they are not disqualified in any manner and are eligible to be
appointed as the Secretarial Auditors of the Company, if approved by the shareholders.
16. Maintenance of cost records and cost audit Maintenance of cost
records and requirements of cost audit as prescribed under the provisions of section
148(1) of the Companies Act, 2013 is not applicable for the business activities carried
out by the Company.
17. Internal Financial Controls
The Company has established a robust framework of Internal
Financial Controls (IFC) designed to ensure the accuracy and reliability of financial
reporting, safeguard assets, prevent frauds and errors, maintain operational efficiency,
and ensure compliance with applicable laws and regulations. These controls have been
implemented in accordance with the requirements of Section 134(5)(e) of the Companies Act,
2013 and are aligned with the guidance issued by the Institute of Chartered Accountants of
India (ICAI) and relevant regulatory norms, including those applicable to Non-Banking
Financial Companies
Housing Finance Companies (NBFCHFCs) as prescribed by the
Reserve Bank of India (RBI).
The internal financial control system is commensurate with the size,
nature, and complexity of the Company's operations and covers all key areas of
financial reporting, including transaction authorization, recording procedures,
operational controls, and IT system security. This framework also integrates risk-based
internal audit processes that ensure regular review and testing of controls across all
functional areas. During the year, the Company undertook a detailed assessment and
evaluation of its internal financial controls. Key processes such as loan origination,
credit appraisal, disbursement, collections, treasury, and financial reporting were
reviewed to identify and mitigate any control gaps.
The Internal Audit function, operating independently under the
supervision of the Audit Committee, conducts periodic reviews of control effectiveness and
reports any deviations or control weaknesses, along with recommendations for corrective
action. These findings are reviewed and monitored by the Audit Committee and senior
management to ensure timely implementation and continuous improvement.
Based on the internal evaluations conducted during the year and the
reports submitted by the Internal and Statutory Auditors, the Board is of the opinion that
the Company's internal financial controls are adequate and operating effectively. No
material weaknesses were observed that could adversely affect the Company's financial
reporting or internal controls.
The Company remains committed to strengthening its internal control
systems to support its long-term growth, ensure sound governance, and maintain stakeholder
trust.
18. Material Changes and Commitments
There are no material changes and commitments between March 31,
2025, and the date of this report having an adverse bearing on the financial position of
the Company.
19. Annual Return
The copy of Annual Return for FY 2024-25 in Form MGT-7 as required
under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the Company's
website at www.aptusindia.com.
20. Risk Management Framework
Effective risk management is integral to the sound functioning and
sustainable growth of our Company. As a Housing Finance Company (HFC), we operate in a
dynamic environment that requires a robust and proactive approach for identifying,
assessing, and mitigating various risks that can impact our operations, financial
stability, and reputation.
Our Risk Management Framework (RMF) is designed to provide a structured
and consistent approach to managing all material risks across the organization. The
framework aligns with regulatory requirements prescribed by the National Housing Bank
(NHB) and other applicable statutory authorities. It is tailored to the specific nature of
our business, with particular emphasis on credit risk, market risk, liquidity risk,
operational risk, interest rate risk, information technology risk and compliance risk.
Key features of our RMF include:
Risk Governance Structure: Clearly defined roles and
responsibilities at the Board, committee, and operational levels ensure accountability and
oversight.
Risk Identification and Assessment: Systematic processes to
identify internal and external risk factors, both current and emerging, through scenario
analysis, stress testing, and periodic reviews.
Risk Monitoring and Reporting: Continuous monitoring of risk
indicators and exposures, with regular reporting to Risk management committee and the
Board, enables informed decision-making.
Risk Mitigation and Control Mechanisms: Implementation of risk
limits, credit approval authority matrix, internal controls, and contingency plans to
minimize adverse impacts.
Integration with Strategic Planning: Risk considerations are
embedded into the Company's strategic objectives, business planning, and
decision-making processes.
The Risk Management Committee (RMC) of the Board plays a pivotal role
in overseeing the Company's overall risk profile and risk management practices. The
Committee is constituted in accordance with applicable regulatory guidelines and comprises
members with expertise in finance, risk, and governance. The Committee meets periodically
during the year to review key risk areas and assess the effectiveness of the
Company's risk management framework. The RMC is supported by a dedicated Risk
Management Department, headed by the Chief Risk Officer, who ensures the execution of the
risk strategy, implementation of risk policies, and day-to-day management of risk-related
matters.
21. Human Resources
At Aptus, our people are the cornerstone of our continued success
and growth. In line with our commitment to fostering a thriving organizational culture, we
remain invested in nurturing talent, promoting inclusivity, and embedding our core values
into every facet of the employee experience.
Throughout the year, we have further strengthened our learning and
development ecosystem through a wide array of structured training programs, digital
learning initiatives, leadership development initiatives, and role-specific skill-building
workshops. These initiatives are designed not only to enhance individual capabilities but
also to prepare our workforce for future challenges and leadership roles within the
Company.
Our proactive talent management strategy ensures that every employee
has access to opportunities for growth and progression,
supportedbytransparentperformanceevaluation systems and regular feedback mechanisms. We
continue to identify and nurture high-potential talent through structured career paths,
mentoring programs, and internal mobility opportunities. In addition, our employee-centric
approach is reinforced by long-term value-sharing initiatives such as ESOPs, fostering a
sense of ownership and alignment with organizational success.
We remain committed to fostering an inclusive and equitable workplace,
where diversity is celebrated and equal employment opportunities are upheld across all
levels. Our efforts to create a safe, respectful, and enabling work environment have
contributed to high levels of engagement, collaboration, and innovation.
As a result of our sustained people-centric practices, we are proud to
report consistently low attrition and high employee satisfaction rates. These outcomes
reflect the deep sense of purpose, belonging, and pride our employees derive from being
part of the Aptus family.
As of March 31, 2025, Aptus had a staff strength of 3,351, a
testament to our enduring focus on building and nurturing a high-performing, committed,
and future-ready workforce.
22. Particulars of Employees
In accordance with the provisions of Section 197 of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the disclosure relating to the remuneration of Directors and Key
Managerial Personnel forms part of this Annual Report and is annexed as Annexure K.
Further, the particulars required under Rule 5(2) and 5(3) of the
aforesaid Rules, relating to the statement of top employees in terms of remuneration
drawn, are available for inspection by the Members at the Registered Office of the Company
during business hours on all working days up to the date of the forthcoming Annual General
Meeting. Members who wish to inspect the documents or obtain a copy may write to the
Company Secretary at cs@aptusindia.com.
23. Particulars of Contracts or Arrangements with Related parties During
the financial year, all contracts, arrangements, and transactions entered into by the
Company with related parties were on an arm's length basis and in the ordinary course
of business. There were no materially significant related party transactions involving
promoters, directors, key managerial personnel, or other designated persons that could
have a potential conflict with the interests of the Company at large. All related party
transactions are placed before the Audit Committee for approval. Prior omnibus approval of
the Audit Committee is obtained on a half yearly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted are placed on a quarterly basis before the Audit Committee and Board
for their review. The policy on Related Party Transactions as approved by the Board is
available on the website of the Company (weblink: Related Party Transaction Policy).
The disclosure of particulars of contracts/ arrangements entered by the
Company with related parties during the financial year 2024-25 in Form AOC-2 forms part of
this Annual Report and is enclosed as Annexure A.
24. Conservation of Energy, Technological Absorption, Foreign Exchange
Earnings/Outgo The Company is not engaged in any activities related to energy
conservation or technological absorption and does not operate any manufacturing facility.
Accordingly, the disclosure requirements under Section 134 of the Companies Act, 2013, and
the applicable Rules pertaining to energy conservation and technology absorption are not
applicable.
The Company had no foreign currency earnings or expenditure during the
financial year ended March 31, 2025.
25. Disclosure with respect to Non-Convertible Debentures as per the
Master Direction Non-Banking Financial Company Housing Finance Company
(Reserve Bank) Directions, 2021. a) The total number of non-convertible debentures
which have not been claimed by the Investors or not paid by the housing finance company
after the date on which the non-convertible debentures became due for redemption: NIL b)
The total amount in respect of such debentures remaining unclaimed or unpaid beyond the
date of such debentures became due for redemption: NIL
26. Subsidiaries, Associates, Joint Ventures
The Company has one wholly owned subsidiary, Aptus Finance India
Private Limited, incorporated on September 18, 2015.
In compliance with the provisions of Section 129(3) of the Companies
Act, 2013, the Consolidated Financial Statements, prepared in accordance with the
applicable accounting standards, are included as part of this Annual Report.
A statement containing the salient features of the financial statements
of the subsidiary, in Form AOC-1, as required under the first proviso to subsection (3) of
Section 129, read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the
financial statements.
The Secretarial Audit Report of Aptus Finance India Private Limited,
being a material subsidiary of the Company, has been included as part of this Annual
Report and is enclosed as Annexure G.
TheCompanyhasadoptedapolicyondetermining material subsidiaries and the
same is published on the website of the Company (weblink: Policy on determining material
subsidiaries). The Company does not have any associate or joint venture companies.
27. Particulars of Loans, Guarantees or Investments to Wholly Owned
Subsidiary The Company had granted loans and provided guarantees under Section 186 of
the Companies Act, 2013 to Aptus Finance India Private Limited, Wholly Owned Subsidiary.
For details refer to Note no. 34.2 in relation to related party
transactions disclosed as per notes to the Standalone Financial Statements.
28. Disclosure of significant & material orders passed by the
Regulators or Court or Tribunal During the financial year under review, no significant
or material orders were passed by any Regulators, Courts, or Tribunals that would affect
the Company's status as a going concern or have an adverse impact on its future
operations.
29. Corporate Social Responsibility (CSR)
In line with its commitment to Corporate Social Responsibility
(CSR), the CSR Committee of the Board has formulated and recommended a comprehensive CSR
Policy, outlining the activities eligible to be undertaken by the Company in accordance
with Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The said policy has been duly approved by the Board
and is available on the Company's website (weblink: CSR Policy).
During the year under review, Aptus continued to actively engage in CSR
initiatives with a focus on healthcare, education, social welfare, and skill development.
These programs were thoughtfully designed and effectively implemented to address the
specific needs of the communities served by the Company.
Through these sustained efforts, the Company strives to create a
positive and lasting impact on society, reaffirming its role as a responsible corporate
citizen and contributing meaningfully to the well-being and development of underserved
communities.
A report on the CSR initiatives of the Company during the year under
review is enclosed and forms part of this Annual Report as Annexure B. During the
year under review impact assessment of CSR projects was not applicable to the Company.
30. Business Responsibility & Sustainability Report (BRSR) Pursuant
to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the
year under review forms an integral part of this Annual Report and is enclosed as Annexure
E.
31. Whistle Blower Policy & Vigil Mechanism
The Company has adopted a Whistle-Blower Policy to reinforce its
commitment to ethical conduct, transparency, and accountability. This mechanism allows
directors and employees to report any unethical behaviour or code of conduct violations in
a confidential manner.
The policy complies with Section 177(9) of the Companies Act, 2013,
relevant Rules, and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. It provides a clear process for raising concerns and
ensures direct access to the Chairman of the Audit Committee.
The policy is available on the Company's website (weblink: Whistle
Blower & Vigil Mechanism ) and plays a key role in maintaining a culture of integrity
and trust across all levels of the organization.
32. Policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 The Company is fully committed to fostering a
safe, inclusive, and respectful workplace for all employees, with particular emphasis on
ensuring a work environment for women that is free from sexual harassment, bias, and
discrimination. In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a
Policy on Prevention of Sexual Harassment at the Workplace. This policy reflects our
unwavering commitment to upholding dignity, equality, and safety at work and is available
on the Company's website (weblink: Policy on Prevention of Sexual Harassment).
To ensure effective grievance redressal, an Internal Complaints
Committee (ICC) has been duly constituted in accordance with the Act. The ICC is empowered
to address and resolve complaints in a timely, confidential, and impartial manner.
We are pleased to report that no complaints of sexual harassment were
received during the year under review, which underscores our sustained efforts to maintain
a positive and secure work environment. The Company also conducts regular training
programs and awareness sessions to sensitize employees and reinforce our zero-tolerance
policy towards any form of harassment or misconduct.
33. Code for Prevention of Insider Trading
The Board of Directors has adopted a comprehensive Code of Conduct
to regulate, monitor, and report trading activities by insiders, in compliance with the
provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from
time to time.
This Code mandates, among other things, pre-clearance of trades
involving the Company's securities and strictly prohibits trading while in possession
of Unpublished Price Sensitive Information (UPSI). It also restricts trading during
periods when the trading window is closed. In addition, the Board has approved a Code of
Practices and Procedures for Fair Disclosure of UPSI, as well as the policy governing the
procedure of inquiry in the event of an actual or suspected leak of UPSI. These frameworks
are designed to ensure transparency, integrity, and compliance in handling sensitive
information.
The Code of Practices and Procedures for Fair Disclosure of UPSI is
available on the website of the Company (weblink: Code of Conduct & Procedure for fair
disclosure of UPSI).
34. Other Disclosures under the Companies Act, 2013
The Company has not issued any shares carrying differential
voting rights. Accordingly, the disclosure required under Section 43(a) (ii) of the
Companies Act, 2013, read with Rule 4(4) of the Companies (Share Capital and Debentures)
Rules, 2014, is not applicable.
The Company has not issued any sweat equity shares during the
financial year under review. Accordingly, the disclosure required under Section 54(1)(d)
of the Companies Act, 2013, read with Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014, is not applicable.
During the financial year under review, the Company neither made
any application nor had any proceedings pending under the Insolvency and Bankruptcy Code,
2016.
Furthermore, there were no instances of 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, 2025, the Board of Directors hereby confirms that: a. in the preparation of the
annual accounts, the applicable accounting standards have been followed and that there
were no material departures therefrom; b. the Directors have, in the selection of the
accounting policies, consulted the statutory auditors and have applied their
recommendations consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2025 and the profit of the Company for the year ended on that date; c. the
Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d.
the Directors have prepared the annual accounts on a going concern basis; e. the Directors
have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively during the year
ended March 31, 2025; and f. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively during the year ended March 31, 2025.
Acknowledgement
The Board of Directors places on record its deep appreciation and
sincere gratitude to all stakeholders for their continued support and trust during the
financial year. The Directors gratefully acknowledge the cooperation and assistance
extended by the Company's shareholders, customers, bankers, debenture holders and
trustees, the Central and State Governments, the Reserve Bank of India, the National
Housing Bank, the Registrar of Companies, the Securities and Exchange Board of India, BSE
Limited, the National Stock Exchange of India Limited, Depositories, Registrar and Share
Transfer Agents, Credit Rating Agencies, and all other statutory and regulatory
authorities.
The Board also conveys its heartfelt appreciation to all employees of
the Company, across all levels, for their unwavering commitment, professionalism, and
significant contributions, which have been instrumental in driving the Company's
performance and growth during the year under review.
For and on behalf of the Board of Directors
Sd/-
M Anandan
Executive Chairman Chennai, (DIN: 00033633) May 06, 2025