The Board of Directors have pleasure in presenting the Fifteenth Annual Report of the Company together with the audited financial statements of the company for the financial year ended March 31, 2024.

1. Financial Results (' in crores)

2. Operations:

2.1 Sanctions and Disbursements

During the year under review, the Company sanctioned loans worth Rs. 3,320 crores, marking an increase from Rs. 2,580 crores sanctioned in the previous year. Loan disbursements during the current year amounted to Rs. 3,127 crores, representing a 31% increase compared to Rs. 2,395 crores disbursed in the previous year. Aptus maintained its focus on serving Low and Middle-Income families in Tier II and III cities, with the disbursement of Rs.3,127crores aiding more than 37,535 families. Additionally, the increase in loan sanctions and disbursements highlights the company's robust management practices and strong market demand. Aptus' comprehensive outreach and support programs have been pivotal in driving this growth, ensuring that a significant number of families can achieve their housing and financial aspirations.

2.2 Loan Assets

Throughout the year under review, the Company demonstrated remarkable momentum in its loan asset management, culminating in robust growth by the year's end. This upward trajectory underscores our commitment to serving diverse customer needs while fostering sustainable financial growth. As of March 31, 2024, our total Assets under Management soared to Rs. 8,722 crores, reflecting a commendable 29% increase over the previous year's figure of Rs. 6,738 crores.

This growth not only attests to the efficacy of our strategic initiatives but also reaffirms our position as a trusted partner in meeting the financial aspirations of our customers.

2.3 Branch Expansion

The Company boasts a strong network of 262 branches across 6 Indian states. During the year under review, the Company further expanded its distribution network in the states of Tamil Nadu, Andhra Pradesh, Telangana, Karnataka, Odisha and Maharashtra.

By March 31, 2024, the distribution network had expanded to 262 branches, marking an increase from 231 branches in the preceding year.

2.5 Asset Quality

The Company ended the financial year 2023-24 with a Gross NPA of 1.07%, an improvement from 1.15% in the financial year 2022-23. We maintained a healthy Net NPA rate of 0.80%, demonstrating our ability to effectively recover loans and minimize credit losses. Additionally, as a prudent measure to ensure adequate provisions for potential loan losses, we sustained the provision coverage ratio at 1.06% as of March 2024.

2.6 Resource Mobilisation

ine Company has well-diversrned borrowing sources, with 63% of borrowings from banks, 24% from the National Housing Bank (NHB), 5% from development financial institutions (DFIs) like IFC and large financial institutions, and the balance 8% in the form of securitization. Most of our borrowings consist of long term fixed interest rates from institutions like NHB, HDFC and Federal Bank. This diverse structure of borrowings helps company to optimise cost, enhances financial stability and flexibility. As of March '24, the company had a robust on-balance-sheet liquidity of Rs. 1,022 crores, including an undrawn sanction of Rs. 620 crores from NHB and banks. This liquidity position provides Aptus with the flexibility to meet its funding requirements efficiently.

2.7 Capital Adequacy Ratio

As of March 31, 2024, the Company had a Capital Adequacy Ratio of 73.03%, as against the minimum regulatory requirement of 15%. It reflects Aptus' ability to continue its growth trajectory without compromising financial stability. Furthermore, the significant buffer above the regulatory requirement enhances stakeholder confidence and provides a solid foundation for future expansion and resilience against market fluctuations.

3. Credit Rating

The credit rating details of the Company as at March 31, 2024 are as follows:

4. Deposits

The Company is registered as a non-deposit taking Housing Finance Company with the National Housing Bank and hence does not accept any deposits. The Company has not accepted any deposits from the public within the meaning of the provisions of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024. No amount on account of principal or interest on deposits from the public was outstanding as on March 31,2024.

5. Transfer to Special Reserves

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 declaring any dividend. Accordingly, the Company has transferred Rs. 96.13 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 has declared two interim dividends aggregating to Rs. 4.50/- per equity share for the

financial year 2023-24. This translates to a dividend payout ratio of 37% of the consolidated profits of the Company for the financial year ended March 31,2024. The Board has not recommended any final dividend for the financial year under review.

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 Rs. 9,31,307 was transferred to the unpaid dividend account of the Company.

Those members who have not so far claimed their dividend for the financial year are requested to correspond with the RTA or with the Company Secretary through the e-mail id of 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

With a view to attract, reward and retain talented and key employees and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the ESOP Schemes. The Company currently has one ESOP scheme, viz. Aptus Employee Stock Option Scheme, 2021 ("ESOP 2021").

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, the Certificate from S Sandeep & Associates, Company Secretaries will be available electronically for inspection by the Members during the 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, 2024.

During the year under review, 8,93,750 equity shares of Rs. 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 Rs. 99,78,48,002 comprising of 49,89,24,001 equity shares of Rs. 2/- each as on March 31,2024 as against Rs. 99,60,60,502 comprising of 49,80,30,251 equity shares of Rs. 2/- each as on March 31, 2023.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an optimum combination of Executive, Non-executive and Independent Directors.

As of March 31, 2024, the Board of Directors of the Company comprised of 10 Directors; viz. five Independent Directors including one women Independent Director, two Nominee Directors, one Non-executive Non-Independent Director 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 2023-24.

o The shareholders vide their special resolutions passed through postal ballot on August 02, 2023 approved the following;

• Re-designation of Mr. M. Anandan (DIN: 00033633) as the Executive Chairman of the Company w.e.f. May 04, 2023.

• Appointment of Mr. P. Balaji (DIN: 07904681) as the Managing Director of the Company for a period of 5 years commencing from May 04, 2023.

o Mr. Suman Bollina (DIN: 07136443), who was a Non-executive Non-Independent Director on the Board, resigned on May 04, 2023.

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

The following changes took place in composition of Board of Directors between the financial year ended March 31, 2024 and the date of this report.

• Mr. Shailesh J Mehta, who was a Non-executive Non-Independent Director of the Company as on March 31, 2024 resigned from the Board on April 18, 2024 due to personal reasons and other professional commitments.

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. Sumir Chadha, Non-executive Nominee Director of the Company is liable to retire by rotation at the ensuing 15^th Annual General Meeting of the Company and being eligible has offered himself for reappointment.

10. Board and committee meetings

The Board met 4 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

The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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, governance practices, adapting to technology etc.

The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as qualification, experience, independent review, recommendations to the Board etc.

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 Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the board and committee meetings like meaningful and constructive contribution and inputs in meetings, etc.

The Company has adopted a policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management and the same is available on the website of the Company. (weblink: Appointment. Remuneration and Evaluation policy).

12. Compliance with Secretarial Standards on Board and General Meetings

The company has complied with all the provisions of secretarial standards issued by the Institute of Company

Secretaries of India in respect of meetings of the Board of Directors and general meetings held during the year.

13. Corporate Governance Report

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

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

14. Management Discussion and Analysis

The Management Discussion and Analysis report as required in terms of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and 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.

15. Auditors & Auditor's Report Statutory Auditors

M/s T.R. Chadha & Co. LLP were appointed as the Statutory Auditors by the shareholders of the Company for a period of three consecutive financial years viz. 2021-22, 2022-23 and

2023-24 to hold office until the conclusion of the 15^th Annual General Meeting.

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, Statutory Auditors who have served for three years with an entity will not be eligible to continue in their role as Auditors. Consequently, in terms of the said RBI Guidelines, M/s T.R. Chadha & Co. LLP shall not be eligible to continue as the Statutory Auditors of the Company from the conclusion of the ensuing 15^th Annual General Meeting.

In accordance with the aforesaid RBI guidelines, the Audit Committee and Board of Directors have recommended the appointment of M/s. Sundaram and Srinivasan, Chartered Accountants (Firm Registration Number :004207S) as the Statutory Auditors of the Company from the date of conclusion of the 15^th Annual General Meeting till the date of conclusion of the 18^th Annual General Meeting subject to the said firm continuing to fulfill the applicable eligibility norms.

M/s. Sundaram and Srinivasan, Chartered Accountants have consented to the said appointment and issued a certificate along with relevant information as mentioned in the RBI Guidelines, to the effect that the appointment, if made, shall be in accordance with the conditions as prescribed in Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

They have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the Companies Act, 2013 and the RBI Guidelines.

The Board, accordingly, recommends the appointment of M/s. Sundaram and Srinivasan, Chartered Accountants, as the Statutory Auditors of the Company for approval of the members.

The Statutory Auditor's Report for the financial year ended March 31,2024 is annexed to and forms part of the financial statements and the same does not contain any qualification, reservation or adverse remark on the financial statements prepared as per Section 133 of Companies Act, 2013 and notes on accounts annexed thereto. There were no frauds detected or reported by the Statutory Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the year.

Secretarial Auditors

M/s. S. Sandeep & Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

The secretarial audit report for the financial year ended March 31, 2024 is enclosed and forms part of this Annual report as Annexure F.

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 employs a comprehensive internal control system supplemented by internal audits and regular management reviews. These internal processes ensure the existence of appropriate checks and balances and regulatory compliance at all levels. The internal audit team conducts risk-based audits of these processes to ensure that internal controls for fraud prevention, detection, reporting, and remediation are sufficient and effective.

The Company places significant emphasis on the inspection of process controls, risk monitoring, and fraud prevention methods. Therefore, we have made substantial investments to ensure that our internal audit and control systems are appropriate and sufficient to meet our regulatory requirements and operational scale.

To manage various risks across multiple products and operations, the Company employs the 'three lines of defense' risk governance strategy. The line management function stands as the primary line of defense, fortified by the risk management and compliance functions,

and culminating in the oversight provided by the audit function.

In line with our commitment to robust governance practices, the Company has framed a risk based internal audit mechanism to effectively manage and mitigate risks inherent in its operations. This ensures comprehensive coverage and meticulous scrutiny of our operational processes. The internal audit activities are meticulously planned and executed based on an annual audit plan, which undergoes thorough review and approval by the Audit Committee, ensuring alignment with strategic objectives and regulatory requirements.

The Management has assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2024 and found the same to be adequate and effective.

Further, M/s. T.R. Chadha & Co. LLP, the Company's Statutory Auditors, have conducted a comprehensive review of our internal control systems, culminating in an unmodified opinion, thus endorsing the robustness of our internal control environment. This validation underscores our steadfast dedication to upholding the highest standards of corporate governance and financial integrity.

18. Material Changes and Commitments

There are no material changes and commitments between March 31, 2024 and the date of this report having an adverse bearing on the financial position of the Company.

19. Annual Return

The copy of Annual Return in Form MGT-7 as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at www.aptusindia.com.

20. Risk Management Framework

The Company adheres to a structured and systematic approach to identify and manage risks across the diverse operations. By conducting meticulous risk assessments, evaluating potential impact and developing mitigation strategies, we ensure proactive risk management.

The Company operates within a dynamic financial landscape, inherently exposed to a spectrum of risks inherent to the financing sector. These encompass capital risk, credit risk, interest rate risk, market risk, operational risk, liquidity risk, information technology risk, as well as regulatory and compliance risk. Acknowledging the potential impact of these risks on both our financial resilience and operational efficacy, we have instituted a comprehensive framework of Board-approved risk-related policies.

Under the oversight of the Risk Management Committee, the implementation of these policies is

rigorously monitored to ensure proactive identification, assessment, and mitigation of potential risks.

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

21. Human Resources

As part of our ongoing commitment to nurturing a thriving organizational culture, we prioritize investments in our people, fostering an environment where our core values are not just upheld but lived daily. Through robust learning and development initiatives, skillbuilding programs, and proactive talent management strategies, we empower our employees to reach their full potential and contribute meaningfully to our collective success.

Moreover, our comprehensive staff welfare measures extend beyond mere benefits to encompass holistic support for our employees' well-being, recognizing that their satisfaction directly correlates with heightened productivity and engagement. By prioritizing equal employment opportunities and creating conducive working conditions, we not only attract top talent but also cultivate a workplace where everyone can thrive and excel.

With our unwavering focus on people-centric practices, we are proud to report consistently low attrition rates, a testament to the high levels of job satisfaction experienced throughout our organization. As of March 31, 2024, Aptus boasts a staff strength of 2918, reflecting our enduring commitment to building and sustaining a talented and motivated workforce.

22. Particulars of Employees

The disclosure with respect to remuneration as required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this annual report and is enclosed as Annexure K. Further, the statements prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by the Members at the Registered Office of the Company during the business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any member is interested in obtaining a copy, such member may send an e-mail to the company secretary at cs@aptusindia.com in this regard.

23. Particulars of Contracts or Arrangements with Related parties

All contracts / arrangements / transactions entered into by the Company during the financial year with the

related parties were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a half yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed on a quarterly basis before the Audit Committee and Board for their review. The policy on Related Party Transactions as approved by the Board is available on the website of the Company (weblink: Related Party Transaction Policy).

The details of the related party transactions entered during the financial year 2023-24 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 does not have any activity relating to conservation of energy and technological absorption and does not own any manufacturing facility. Hence the requirement of disclosure of particulars relating to conservation of energy and technology absorption in terms of Section 134 of the Companies Act, 2013 and the Rules framed thereunder is not applicable.

The Company does not have any foreign currency earnings or expenditure during the financial year ending March 31,2024.

25. Disclosure with respect to Non-Convertible Debentures as per the Master Direction - NonBanking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.

(a) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance company after the date on which the non-convertible debentures became due for redemption: NIL

(b) The total amount in respect of such debentures remaining unclaimed or unpaid beyond the date of such debentures became due for redemption: NIL

26. Subsidiaries, Associates, Joint Ventures

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

Statement containing salient features of the financial statements of the subsidiary, pursuant to first proviso to sub - section (3) of Section 129 read with rule 5 of

Companies (Accounts) Rules, 2014 in Form AOC - 1 forms part of the financial statements.

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

The Company has adopted a policy on determining material subsidiaries and the same is published on the website of the Company (weblink: Policy on determining material subsidiaries).

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

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

The Company had granted loans and provided guarantees under Section 186 of the Companies Act, 2013 to Aptus Finance India Private Limited, Wholly Owned Subsidiary.

For details refer to Note no. 34.2 in relation to related party transactions disclosed as per notes to the Standalone Financial Statements.

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

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

29. Corporate Social Responsibility (CSR)

The CSR Committee of the Board has formulated and recommended to the Board a CSR Policy indicating the CSR activities which can be undertaken by the Company. The Board approved CSR policy is available on the website of the Company (weblink: CSR policy).

In alignment with Aptus' commitment to Corporate Social Responsibility (CSR), the Company has actively engaged in initiatives aimed at fostering positive impact in the spheres of healthcare, education, social and skill development during the review period. These initiatives are meticulously planned and executed in accordance with the guidelines outlined in Schedule VII of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. By investing in these initiatives, we endeavor to make meaningful contributions to the well-being and progress of the communities we serve, thereby fulfilling our broader societal responsibilities as a corporate entity.

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.

30. Business Responsibility & Sustainability Report (BRSR)

In terms of regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the year under review forms part of this Annual Report and is enclosed as Annexure E.

31. Whistle Blower Policy & Vigil Mechanism

In our commitment to upholding the highest standards of ethics and transparency, the Company has established a whistle-blower mechanism to foster a culture of accountability and integrity within our organization. This mechanism serves as a vital avenue for our directors and employees to report any instances of unethical behavior or violations of our code of conduct without fear of reprisal.

The Whistle-Blower policy adopted pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is accessible on our website (weblink: Whistle Blower & Vigil Mechanism).

This policy outlines clear procedures for lodging complaints and ensures direct access to the Chairman of the Audit Committee for prompt resolution.

We are dedicated to maintaining an environment where concerns are addressed promptly and confidentially, promoting trust and accountability across all levels of our organization.

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

The Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a policy on prevention of sexual harassment of women at workplace. This policy underscores our commitment to providing a safe and respectful workplace for all employees and is accessible on the Company's website (weblink: Policy on prevention of sexual harassment).

To ensure proper redressal of any grievances, an Internal Complaints Committee has been constituted in accordance with the relevant Act.

We are pleased to report that no complaints pertaining to sexual harassment were received during the year under review, reflecting our ongoing efforts to maintain a positive and secure work environment. Regular training sessions and awareness programs are conducted to reinforce our zero-tolerance stance towards any form of harassment.

33. Code For Prevention of Insider Trading

The Board has adopted a code to regulate, monitor and report trading by insiders in securities of the Company in accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The code inter alia requires preclearance for dealing in the securities of the Company and prohibits the purchase or sale of securities of the Company while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board has further approved the code for practices and procedures for fair disclosure of unpublished price sensitive information and policy governing the procedure of inquiry in case of actual or suspected leak of unpublished price sensitive information. The said code is available on the website of the Company (weblink: Code of practices & procedures for fair disclosure of UPSI)

34. Directors' Responsibility Statement

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

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

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

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31,2024 and the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended March 31, 2024; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended March 31, 2024.

Acknowledgement

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, banks, debenture holders, debenture trustees, Central and State Governments, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind co-operation and assistance provided to the Company. The Directors also wish to express their sincere gratitude to employees at every level for their invaluable contributions to the Company's growth, made possible through their diligence, dedication, and unwavering support.

For and on behalf of the Board of Directors

M Anandan

Chennai Executive Chairman

May 03, 2024 DIN:00033633