Directors Report of Apollo Finvest (India) Ltd.

Mar 31, 2025

Your Directors take great pleasure in representing the 39th Annual Report on the business and financial
operations of the Company, together with the Audited Financial Statements for the Financial Year ended
March 31, 2025.

1. Corporate Overview

Apollo Finvest (India) Limited, incorporated in 1985, has emerged as a leading player in the Fintech space.
Under the astute leadership of Mikhil Innani, Managing Director and CEO, and Diksha Nangia, Whole Time
Director and CFO, the company has experienced exponential growth, establishing itself as a recognized
name in the industry. Their visionary focus on “Financial Inclusion” has been the cornerstone of this growth,
driving Apollo Finvest’s mission to make financial services accessible to all.

The company’s foundation as a Base Layer Non-Banking Financial Company (NBFC) has been significantly
strengthened by its technological advancements. Apollo Finvest has developed a robust technology stack
capable of processing loans of any size digitally, reducing the cost of processing each loan to nearly zero.
This innovation not only enhances efficiency but also aligns with their vision of making financial services
affordable and accessible.

In a world often chasing complexity, our Company has chosen a path of strategic clarity, focusing on
thoughtful, high-quality scale. Our initial phase centered on establishing strong distribution channels
through prudent term loan partnerships with some of the country’s most reputable Non-Banking Financial
Companies (NBFCs). Building on this foundation, our ‘What’s Next’ strategy involves going deeper post¬
distribution, expanding into robust Co-Lending partnerships with these top digital lenders, encompassing
both NBFCs and Lending Service Providers (LSPs).

Overall, Apollo Finvest’s commitment to financial inclusion, combined with its technological prowess and
strategic expansion plans, positions the company for continued success and leadership in the Fintech
space.

2. Financial Summary and Highlights

The highlights of the Company’s financial results are as under:

(INR in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Gross Total Income	3044	2108
Profit before Tax & Exceptional Items	979	1020
Profit before Tax after Exceptional Items	979	1020
Profit for the period after Tax	722	801
Total Comprehensive Income	716	807

In line with sound financial governance and the latest regulatory mandates, our approach to Non¬
Performing Assets (NPA) and provisioning remains robust, with provisioning consistently factoring in
Digital Lending Guarantee (DLG) cover and the new digital guidelines and the transformational journey that
Apollo has embarked upon, the Company remains confident of a sound growth trajectory in FY 2024-25
and thereafter and, hence, remains a one way platform for all digital lending solutions. The dynamic and
pumped culture of Apollo is the anchor that has enabled Apollo to make swift and calibrated changes
to its practices to regain its business momentum while maintaining strong vigil on its portfolio quality.

For more details on the performance of the Company, business segments and risk management framework
and initiatives, please refer Management Discussion and Analysis

3500		Financial Performance
3000 2500
2000 1500
1000
500
0	Total Income		EBIT PBT PAT ¦ FY 2024-25 ¦ FY 2023-24

There have been no commitments, affecting the financial position of the Company which have occurred
between the end of the Financial Year of the Company to which the Financial Statements relate and the
date of this Report.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with
Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
There are no material departures from the prescribed norms stipulated by the accounting standards in
preparation of the annual accounts.

Management evaluates, reviews, and complies with all the issued or revised accounting standards and
Reserve Bank of India (“RBI”) directions on a regular basis. The Company discloses the Financial Results on
a quarterly basis, which are subject to Limited Review in terms with the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as
“Listing Regulations”) and publishes the Audited Financial Results annually.

3. Change in Nature of Business

There were no material changes and commitments affecting the financial position of the Company which
occurred between the end of the financial year to which these financial statements relate and the date of
this report.

4. Dividend

Keeping in view the financial position and for the future growth of the Company, the Directors did not
propose any dividend for the Financial Year ended March 31, 2025.

5. Scale Based Regulations

As per the Reserve Bank of India’s “Scale Based Regulation (SBR): A Revised Regulatory Framework for
NBFCs” was issued as Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale
Based Regulation) Directions, 2023, NBFCs are categorized into four layers-Base Layer (NBFC-BL), Middle
Layer (NBFC-ML), Upper Layer (NBFC-UL), and Top Layer (NBFC-TL)-based on their size, activity, and
perceived risk. For the current financial year, Apollo Finvest (India) Limited, considering its asset size and
operational activities, continues to be categorized as a “Base Layer NBFC.” The Company remains in full
compliance with the RBI Scale Based Regulations. To further strengthen our commitment to compliance
across all business functions, an integrated compliance framework has been established and will be
continuously enhanced.

6. Reserves

As on March 31, 2025, the reserves and surplus has increased to Rs.6360.46.82/- lakhs as compared to Rs.
5,637.63/- lakhs achieved during the last year. During the year under review, the company has transferred
Rs. 144.31/- lakhs to the Statutory Reserve pursuant to Section 45-IC of RBI Act, 1934.

7. Share Capital

The paid-up Equity share capital as on March 31, 2025, stood at 373.19 lakhs. The Nomination and
Remuneration Committee of the Company has approved the allotment of 697 Equity Shares of the face
value of ?10/- each on May 21, 2024 pursuant to exercise of Stock Options under Apollo Finvest Employee
Stock Option Plan - 2022 (“AFIL-2022”). All the said Equity Shares will rank pari passu with the existing
Equity Shares of the Company, in all aspects. Consequent to the above allotment, the Paid-up Equity Share
Capital of the Company increased from ? 3,73,12,080 (i.e. 37,31,208 equity shares of face value ?10/- each)
to ?3,73,19,050 (i.e. 37,31,905 equity shares of face value ?10/- each). The Company does not have any
outstanding paid- up preference share capital as on the date of this Report. During the year under review,
the Company has neither issued any shares with differential voting rights nor granted any sweat equity or
warrants.

During the year of review Apollo granted 1972 Equity Shares of the Company to its employees in the
Nomination and Remuneration Committee Meetings, the grant was done on such terms & conditions as
mentioned in Apollo Finvest Employee Stock Option Scheme 2022. The Granted equity shares shall vest
in 1 year.

8. Adequacy of Internal Financial Controls

Apollo has implemented the three lines of defense model, viz.

(i) Management and internal control measures,

(ii) Financial controls, and risk management practices, and

(iii) A robust internal audit function providing the third level of defense.

The company’s internal controls and risk management practices are validated periodically with suitable
review mechanisms in place. The Companies Act 2013 requires the Board of Directors and statutory
auditors of the Company to comment on the sufficiency and effectiveness of internal controls.

We periodically test the design and efficiency of Internal control and financial reporting on a regular basis
and timely resolution of control deficiencies identified if any. The Company has also periodic checks within
IT and Operations functions for carrying out regular overviews to ensure processes set for these functions
are complied with and gaps, if any, identified are set right on a regular basis.

The Company has an internal management assurance activity. It evaluates the adequacy of all internal
controls and processes; and ensures strict adherence to clearly laid down processes and procedures as
well as to the prescribed regulatory and legal framework.

The Audit Committee of the Board of Directors regularly reviews the internal audit reports and the
adequacy and effectiveness of internal controls.

9. Particulars of Loans, Guarantees, Securities and Investments

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of
the Companies Act, 2013 is given in detail in Note 6 & 7 of the Financial Statements.

10. Details of Subsidiary/ Joint Venture/ Associate Company

Pursuant to provisions of Companies Act, 2013, the Company does not have any Subsidiary/ Joint Venture
and Associate Companies.

11. Related Party Transactions

All transactions entered with Related Parties for the year under review were on an arm’s length basis and
thus disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. However, the Company
has obtained shareholder’s approval for material related party transactions in accordance with Regulation
23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all the
related party transactions are mentioned in the notes to the accounts at 40.

12. Board of Directors and Key Managerial Personnel (KMP)

As on March 31, 2025, the composition of the Board was in compliance with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations and the Guidelines issued by RBI. The Company’s
Board of Directors consists of distinguished individuals with proven competence and integrity . Besides
strong financial acumen, strategic astuteness, experience, and leadership qualities, they have a significant

degree of dedication to the Company and invest adequate time to Meetings and its preparation. In terms of
the requirement of the Listing Regulations, 2015, the Board has defined the fundamentals, skills, expertise,
and competencies of the Directors in the context of the Company’s business for effective functioning and
how the current Board of Directors is fulfilling the required skills and competences.

Appointments of Director made during the Year

Based on the recommendation of the NRC, the Board and the shareholders (as applicable), approved the
following appointment/ re-appointment during FY 2024-25:

(i) During the year under review Ms. Priyanka Roy was appointed as the Non - Executive Independent
Director of the Company for a period of five (5) years i.e. from September 18, 2024 to September 17, 2029.

Cessation of Directors during the financial year 2024-25

(ii) Mr. Akash Valia ceased to be Independent Director of the Company w.e.f. September 25, 2024 upon his
resignation from the Company due to his other pre-occupations. Further, it has been confirmed by the said
Director that there were no material reasons other than the mentioned hereinabove for his resignation.

Re-appointment of Director retiring by rotation

The Board proposes the re-appointment of Ms. Diksha Nangia the Director of the Company pursuant to
section 152 of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company. All the
details with respect to her appointment is included in the Notice and the Explanatory Statement forming
an integral part of the Annual Report.

Continuation of non-retiring director

The Company confirms that Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which mandates shareholder approval for continuation of a director every five years, is
not applicable to the Company.

As per the proviso to the said Regulation, the requirement shall not apply to Whole-Time Directors,
Managing Directors, and Independent Directors, subject to compliance with the applicable provisions
of the Companies Act, 2013 and these Regulations. Since the Board of the Company comprises only
the Managing Director, Whole-Time Director, and Independent Directors, the requirement of obtaining
shareholder approval under Regulation 17(1D) does not arise.

Declaration of Independent Directors

All Independent Directors (“IDs”) of the Company have submitted a declaration that each of them meets
the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as IDs of the Company. In the opinion of the Board, the IDs possess the requisite
integrity, experience, expertise and proficiency required under all applicable laws and the policies of the
Company.

All IDs of the Company have complied and affirmed to abide by Rule 6 (Creation and Maintenance of

Databank of Persons Offering to become Independent Directors) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, with respect to enrolling their name in the online
databank of independent directors maintained by Indian Institute of Corporate Affairs (“IICA”) and qualifying
the online proficiency self-assessment test, as applicable (“IICA”) and qualifying the online proficiency self¬
assessment test, as applicable.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel
(“KMP”) of the Company:

Name	Designation
Mr. Mikhil Innani	Managing Director & CEO
Ms. Diksha Nangia	Whole Time Director & CFO
Ms. Prachi Jain*	Company Secretary and Compliance Officer

* Ceased to be Company Secretary & Compliance Officer w.e.f. May 06, 2025. Ms. Disha Khemani was
appointed as Company Secretary & Compliance Officer w.e.f. May 07, 2025.

During the year under review, there has been no change in the Directors and Key Managerial Personnel of
the Company other than those disclosed above.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, the work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the Statutory
Auditors and the reviews performed by management and the relevant board committees, including the
Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate
and effective during FY 2024-25

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies and applied them 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 of the profit of the Company for that period;

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 annual accounts have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

13. Board Evaluation

The annual evaluation process of the Board of Directors, individual Directors and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such
as the Board composition and structure, effectiveness of Board processes, information and functioning,
etc. The performance of the Committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of Committees, effectiveness of
Committee meetings, etc. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board’s functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and performance of specified
duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were
evaluated on parameters such as level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the
Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the
Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting.
The Board also assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of
Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Directors expressed their satisfaction with the evaluation process.

14. Policy on Remuneration For Directors, Key Managerial Personnel And Senior Management

The Board of Directors have framed the policy on remuneration for directors and key managerial personnel
which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel, and
Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy, and
the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees
and commission), Key Managerial Personnel and Senior Management.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key
Managerial Personnel, and Senior Management Personnel, such that the Company’s business strategies,
values, key priorities, and goals are in harmony with their aspirations. The policy lays emphasis on the
importance of diversity within the Board and encourages the active participation of the Directors. The
Company has a diversified mix of Executive and Non-executive Directors on the Board. As on March 31,
2025, the Company has Six (6) Directors including Four (4) Independent Directors and Two (2) Executive
Directors.

The policy is directed towards rewarding performance, based on a review of achievements. It is aimed at
attracting and retaining high caliber talent. The policy on remuneration for directors and key managerial
personnel is displayed on the Company’s website viz. www.apollofinvest.com.

The remuneration paid to the Directors, Key Managerial Personnel and senior management is in accordance
with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and
Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the
Corporate Governance Report forming part of this Integrated Annual Report

15. Committees of the Board

The following Committees constituted by the Board function according to their respective roles and
defined scope:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned
committees are given in the Report on Corporate Governance, which forms a part of this Report. Further,
during the year under review, all recommendations made by the various committees have been considered
and accepted by the Board.

16. Meeting of Board/ Committees

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings
is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful
participation. Only in the case of special and urgent business, should the need arise, the Board’s approval
is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent
Board meeting. The Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board meetings.

The Board met Six (6) times during the year under review and have accepted all recommendations made
to it by its various committees.

A detailed update on the composition, governance and terms of reference of Board committees,
attendance of Directors at Board and Committee meetings held during financial year 2024-25 is provided
in the Corporate Governance Report annexed to the Board’s Report forming part of this Annual Report.

17. Apollo Finvest Employee Stock Option Scheme 2022

Apollo Finvest Employee Stock Option Plan - 2022 (“AFIL ESOP - 2022”) regulated by the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB)
Regulations”) is a significant initiative undertaken by the company to align the interests of our employees
with those of our shareholders. This scheme aims to reward and retain talent by offering employees the
opportunity to become co-owners of the company. Through the ESOP, we provide eligible employees
with stock options, enhancing their engagement and motivation while fostering a culture of ownership
and accountability. This initiative not only contributes to the professional growth of our employees but also
drives the overall performance and long-term success of the company. The Board is committed to the
continuous evaluation and refinement of the ESOP to ensure it meets the evolving needs of our workforce
and supports the strategic objectives of the company.

Thus, the Company shall issue and allot 10, 00,000 (Ten lakh) Equity Shares of Rs. 10 each over the years.
The details/disclosure(s) on the aforesaid ESOP Schemes, as required to be disclosed under the SEBI
(SBEB) Regulations, are available on the Company’s website at www.apollofinvest.com.

The Disclosure as required under Regulation 14 of the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 is available on the website of the Company at https://www.
apollofinvest.com/misc/sebi-disclosures.

Certificates from the Secretarial Auditors as required under Regulation 13 of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 on the implementation of the ESOP
Schemes is attached hereto as Annexure A.

The Employee Stock Option Scheme, 2022 adopted by the Company is in line with compliance with
provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

18.Auditors and their Reports

a. Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, the Statutory Auditors of the Company
were appointed for a term of Five (5) years w.e.f. April 01, 2022 to hold office until the conclusion of the 41st
Annual General Meeting of the Company.

The Audit report submitted by M/s. GMJ & Co, Chartered Accountants, for the FY 2024-25 does not
contain any qualifications, reservation or adverse remark or disclaimer.

b. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing
Regulations, the Board has based on the recommendation of Audit Committee approved appointment
of M/s. SGGS & Associates, (Firm Registration No. P2021MH086900), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1,
2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.
The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - B. The Management

Comments along with the observations of the auditor for FY25 are mentioned in the Secretarial Audit
Report.

c. Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud as specified under the second proviso of
Section 143(12) of the Act.

19. Vigil Mechanism/ Whistle Blower Policy

The Company has implemented a Vigil Mechanism Policy in compliance with the provisions of the Act
and SEBI Listing Regulations. Pursuant to this policy, the Whistle Blowers can raise concerns relating to
reportable matters (as defined in the policy) such as breach of Apollo Finvest (India) Limited Code of
Conduct, employee misconduct, fraud, illegal unethical imprudent behaviour, leakage of Unpublished Price
Sensitive Information, corruption, safety and misappropriation or misuse of Company’s funds/ assets etc.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower
to those who avail such mechanism and also provides for direct access to the Chairperson of the Audit
Committee.

The Audit Committee reviews the functioning of the Vigil Mechanism from time to time. None of the Whistle
Blowers has been denied access to the Audit Committee. The Whistle Blower Policy is available on the
Company’s website at www.apollofinvest.com.

20. Corporate Social Responsibility (CSR)

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on
CSR Activities during the financial year 2024-25 are set out in Annexure - C of this Report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on
the Company’s website at
www.apollofinvest.com.

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

In compliance with employees posted and working in a country outside India the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, the Company has formulated and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of women at the workplace. All women employees
whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints
Committee (ICC) has been set up in compliance with the said Act. During the year under review, no
complaints were reported to the Board.

The following is a summary of Sexual Harassment complaint(s) received and disposed off during FY 2024¬
25, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder:

a. number of complaints pending at the beginning of the financial year: Nil

b. number of complaints filed during the financial year: Nil

c. number of complaints disposed off during the financial year: Nil

d. number of complaints pending as on end of the financial year: Nil

22. Corporate Governance

The Company’s activities are carried out in accordance with the good Corporate Governance practices and
the company is constantly striving to make them better with time. The Company believes that Governance
framework and good practices helps in creating right culture and in turn enhances long-term sustainable
value for all its stakeholders.

The Company adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (“SEBI”)/ Ministry of Corporate Affairs (“MCA”). The Corporate Governance Report for financial
year 2024-25 along with a certificate issued by M/s. SGGS & Associates, Practicing Company Secretaries,
confirming the compliance to applicable requirements related to Corporate Governance as stipulated
under the SEBI Listing Regulations forms an integral part of the Board’s Report.

23. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under
the “Listing Regulations” is provided in a separate section and forms an integral part of the Annual Report.

24. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company in the prescribed Form MGT-7 has been
placed on the Company’s website viz. Investor Relations - Apollo Finvest

25. Significant and Material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company’s operations in future.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no
proceeding is pending under the said Code.

Further, no one time settlement was done with any Bank/ Financial Institution with respect to loans taken
by the Company, hence disclosure on the difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking such loans is not applicable.

26. Statutory Information and Other Disclosures

A. Conservation of Energy and Technology Absorption:

The Company has implemented several energy-saving initiatives at its registered office, including:

• Installation of energy-efficient LED lights.

• Switching off most of the lights and air conditioning units after 7 pm, with only essential lighting remaining
on to prevent energy wastage. Additionally, all workstation area air conditioners are turned off during
lunch hours.

The Company is committed to continuously improving its energy performance year after year.

B. Technology absorption

Efforts made towards Technology Absorption:

Strategic Digital Transformation: The Company has consistently pursued a strategy of digital
transformation to enhance efficiency, customer experience, and risk management across its operations.
This commitment is central to our business model in the digital lending space.

During the period under review, the Company has incurred capital expenditure of f Nil (Previous year f Nil)
towards research and development activities.

C. Foreign Exchange Earnings and Outgo: During the year under review, there were no foreign exchange
earnings or outflows.

D. The Disclosure under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - D and forms an integral
part of this Report.

E. None of the employees in the Company were in receipt of Remuneration in terms of rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

F. The Company has not accepted any deposits within the meaning of Section 73(1) and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any
statutory modification(s) or re-enactment(s) thereof for time being in force).

G. During the year under review, Apollo has complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.

H. The Company is in compliance with the provisions relating to Maternity Benefit Act, 1961.

27. Cautionary Statement

The Statement in this Directors’ report, describing the Company’s outlook, projections, estimates,
expectations or predictions may be “Forward looking Statements” within the meaning of applicable
securities laws or regulations. Actual results could differ materially from those expressed or implied in the
statement due to external factors. The company assumes no responsibility to publicly amend, modify
or revise any forward looking statements on the basis of any subsequent developments, information or
events. However, these statements are subject to certain future events and uncertainties, which could
cause actual results to differ materially from those, which may be indicated in such statements.

28. Acknowledgement and Appreciation

The Board of Directors of your Company would like to place on record its sincere gratitude for the
guidance and co-operation received from the RBI, MCA, SEBI, Stock Exchanges, Registrar and Transfer
Agent, Depositories and other statutory and regulatory authorities and thank all the stakeholders of the
Bank including its investors, customers, merchants, bankers, shareholders, vendors, registrars and all
other valued partners for their continued support.

The Board would like to express its appreciation for the sincere and dedicated efforts put in by all the
employees of the Bank, exhibiting strong professionalism, teamwork and initiatives, to reinforce its
customer centric reputation and look forward to their continued contribution in building this Company
into a great institution.

For and on behalf of the Board of Directors
Apollo Finvest (India) Limited

Sd/-
Mikhil Innani
Managing Director & CEO
DIN: 02710749

Date: August 07, 2025
Mumbai

Sd/-

Diksha Nangia
Whole Time Director & CFO
DIN: 07380935

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Mar 31, 2024

Your Directors take great pleasure in representing the 38th Annual Report on the business and financial operations of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Corporate Overview

Apollo Finvest (India) Limited, incorporated in 1985, has emerged as a leading player in the Fintech space. Under the astute leadership of Mikhil Innani, Managing Director and CEO, and Diksha Nangia, Whole Time Director and CFO, the company has experienced exponential growth, establishing itself as a recognized name in the industry. Their visionary focus on "Financial Inclusion" has been the cornerstone of this growth, driving Apollo Finvest''s mission to make financial services accessible to all.

The company''s foundation as a Base Layer Non-Banking Financial Company (NBFC) has been significantly strengthened by its technological advancements. Apollo Finvest has developed a robust technology stack capable of processing loans of any size digitally, reducing the cost of processing each loan to nearly zero. This innovation not only enhances efficiency but also aligns with their vision of making financial services affordable and accessible.

During the recent financial year, Apollo Finvest has witnessed rapid growth, marking a period of substantial achievements and milestones. The company is now poised to further expand and diversify its operations. To support this ambitious growth trajectory, Apollo Finvest is planning to raise debt, which will provide the necessary capital to fuel its expansion plans.

Additionally, the company is set to expand its team, bringing in new talent to drive innovation and support its growing operations. By strengthening its workforce, Apollo Finvest aims to enhance its capabilities and continue delivering cutting-edge financial solutions.

Overall, Apollo Finvest''s commitment to financial inclusion, combined with its technological prowess and strategic expansion plans, positions the company for continued success and leadership in the Fintech space.

2. Financial Summary and Highlights

The highlights of the Company’s financial results for the Financial Year 2023-24 are as under:

Particulars	FY 2023-24	(INR in Lakhs) FY 2022-23
Gross Total Income	2108	4,615
Profit before Tax & Exceptional Items	1020	1,453
Profit before Tax after Exceptional Items	1020	1,453
Profit for the period after Tax	801	1,008
Total Comprehensive Income	807	1,011

With the experience of managing significant financial and operational disruption emerging from the pandemic and the new digital guidelines and the transformational journey that Apollo has embarked upon, the Company remains confident of a sound growth trajectory in FY 2023-24 and thereafter and, hence, remains a one way platform for all digital lending solutions. The dynamic and pumped culture of Apollo is the anchor that has enabled Apollo to make swift and calibrated changes to its practices to regain its business momentum while maintaining strong vigil on its portfolio quality and adapting to changing customer preferences of post new digital lending guidelines.

For more details on the performance of the Company, business segments and risk management framework and initiatives, please refer Management Discussion and Analysis

There have been no commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

The Financial Statements for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

Management evaluates, reviews, and complies with all the issued or revised accounting standards and Reserve Bank of India (“RBI”) directions on a regular basis. The Company discloses the Financial Results on a quarterly basis, which are subject to Limited Review in terms with the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and publishes the Audited Financial Results annually.

3. Change in Nature of Business

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this report.

4. Dividend

Keeping in view the financial position and for the future growth of the Company, the Directors did not propose any dividend for the Financial Year ended March 31, 2024.

5. Scale Based Regulations

Reserve Bank of India issued a circular on “Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs” on 22 October 2021 (‘SBR Framework’). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (''NBFC-BL''), NBFC - Middle Layer (''NBFC-ML''), NBFC - Upper Layer (''NBFC-UL'') and NBFC - Top Layer (''NBFC-TL''). As per the Asset size and activities carried out Apollo is categorised as a “Base Layer NBFC” .The Company is in compliance with RBI Scale Based Regulations. With an endeavor to further strengthen the compliance culture across business and functions, an integrated compliance framework has been put in place which would be enhanced from time to time.

6. Reserves

As on March 31, 2024, the reserves and surplus has increased to Rs. 5,637.63/- lakhs as compared to Rs. 4,826.67/- lakhs achieved during the last year. During the year under review, the company has transferred Rs. 160.21/- lakhs to the Statutory Reserve pursuant to Section 45-IC of RBI Act, 1934.

7. Share Capital

The paid-up Equity share capital as on March 31, 2024, stood at 373 lakhs. There was no change in the paid-up share capital during the year. The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any sweat equity or warrants.

During the year of review Apollo granted 1723 Equity Shares of the Company to its employees in the Nomination and Remuneration Committee Meetings, the grant was done on such terms & conditions as mentioned in Apollo Finvest Employee Stock Option Scheme 2022. The Granted equity shares shall vest in 1 year.

8. Adequacy of Internal Financial Controls

Apollo has implemented the three lines of defense model, viz.

1. Management and internal control measures,

2. Financial controls, and risk management practices, and

3. A robust internal audit function providing the third level of defense.

The company’s internal controls and risk management practices are validated periodically with suitable review mechanisms in place. The Companies Act 2013 requires the Board of Directors and statutory auditors of the Company to comment on the sufficiency and effectiveness of internal controls.

We periodically test the design and efficiency of Internal control and financial reporting on a regular basis and timely resolution of control deficiencies identified if any. The Company has also periodic checks within IT and Operations functions for carrying out regular overviews to ensure processes set for these functions are complied with and gaps, if any, identified are set right on a regular basis.

The Company has an internal management assurance activity. It evaluates the adequacy of all internal controls and processes; and ensures strict adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

The Audit Committee of the Board of Directors regularly reviews the internal audit reports and the adequacy and effectiveness of internal controls.

9. Particulars of Loans, Guarantees, Securities and Investments

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in detail in Note 6, 7 of the Financial Statements.

10. Details of Subsidiary/ Joint Venture/ Associate Company

Pursuant to provisions of Companies Act, 2013, the Company does not have any Subsidiary/ Joint Venture and Associate Companies.

11. Related Party Transactions

All transactions entered with Related Parties for the year under review were on an arm’s length basis and thus disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material-related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts.

12. Directors and Key Managerial Personnel (KMP)

The Company’s Board of Directors consists of distinguished individuals with proven competence and integrity. Besides strong financial acumen, strategic astuteness, experience, and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and its preparation. In terms of the requirement of the Listing Regulations, 2015, the Board has defined the fundamentals, skills, expertise, and competencies of the Directors in the context of the Company’s business for effective functioning and how the current Board of Directors is fulfilling the required skills and competences.

Appointments and Cessations during the Year

During the year under review Ms. Diksha Nangia was re-appointed as the Whole Time Director of the Company. All the details with respect to their appointment is included in the Notice and the Explanatory Statement forming an integral part of the Annual Report, further her Remuneration as a Whole Time Director & CFO of the Company was revised pursuant to the provisions of Section 197(1) and 198 of the Companies Act, 2013 (the “Companies Act”) read with Section II, Part II of Schedule V of the Companies Act, 2013, Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Proposed Change in Directors

1. The Board proposes the re-appointment of Ms. Diksha Nangia as the Whole Time Director and CFO of the Company for a period of five (5) years i.e. from January 23, 2025 to January 22, 2030.

2. The Board proposes appointment of Ms. Priyanka Roy as the Independent Director of the Company for a period of five (5) years i.e. from the date of Annual General Meeting.

Directors liable to retire by rotation

The Board proposes the re-appointment of Mr. Mikhil Innani as the Director of the Company of the Company Pursuant to section 152 (6) of Companies Act, 2013, at the ensuing Annual General Meeting of the Company. All the details with respect to their appointment is included in the Notice and the Explanatory Statement forming an integral part of the Annual Report.

Continuation of non-retiring director

SEBI vide its notification dated 14 June 2023, amended SEBI Listing Regulations effective from 15 July 2023. Pursuant to said notification, a new sub -regulation 17(1D) was inserted which provides that with effect from 1 April 2024, the continuation of a director serving on the Board of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years.

Further, any director serving on the board as on 31 March 2024, without the approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after 31 March 2024.

Provided further that the requirement specified in this regulation shall not be applicable to the Whole Time Director, Managing Director, Manager, Independent Director or a Director retiring as per the sub-section (6) of section 152 of the Companies Act, 2013, if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager is otherwise provided for by the provisions of these regulations or the Companies Act, 2013 and has been complied with.

Declaration of Independent Directors

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs (“MCA”) vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA. We further wish to inform that all the Independent Directors have cleared the examination conducted by the Indian Institue of Corporate Affairs.In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (“KMP”) of the Company:

Name	Designation
Mr. Mikhil Innani	Managing Director & CEO
Ms. Diksha Nangia	Whole Time Director & CFO
Ms. Prachi Jain	Company Secretary and Compliance Officer

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during FY 2023-24

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

1. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the directors have selected such accounting policies and applied them 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, 2024;

3. 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;

4. the annual accounts have been prepared on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc.

The Independent Directors of the Company met on March 21, 2024, without the presence of NonIndependent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

14. Policy on Nomination and Remuneration of Directors

The Board of Directors have framed the Nomination and Remuneration policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, and Senior Management Personnel, such that the Company’s business strategies, values, key priorities, and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board and encourages the active participation of the Directors. The Company has a diversified mix of Executive and Non-executive Directors on the Board. As on March 31, 2023, the Company has Six (6) Directors including Four (4) Independent Directors and Two (2) Executive Directors.

The policy is directed towards rewarding performance, based on a review of achievements. It is aimed at attracting and retaining high caliber talent. The Nomination and Remuneration Policy is displayed on the Company’s website viz. www.apollofinvest.com

15. Remuneration Of Directors, Key Managerial Personnel And Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this Integrated Annual Report.

16. Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee 3.Stakeholders Relationship Committee

4.Corporate Social Responsibility Committee

The details of the Committees of the Board along with their composition, number of meetings, and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report FY 2023-24.

17. Meeting of Board/ Committees

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Five (5) times during the year under review and have accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board/ Committees held during the Financial Year 2023-24 and the attendance of Directors forms part of the Report on Corporate Governance.

18. Apollo Finvest Employee Stock Option Scheme 2022

Apollo Finvest Employee Stock Option Plan - 2022 (“AFIL ESOP - 2022") regulated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB) Regulations”) is a significant initiative undertaken by the company to align the interests of our employees with those of our shareholders. This scheme aims to reward and retain talent by offering employees the opportunity to become co-owners of the company. Through the ESOP, we provide eligible employees with stock options, enhancing their engagement and motivation while fostering a culture of ownership and accountability. This initiative not only contributes to the professional growth of our employees but also drives the overall performance and long-term success of the company. The Board is committed to the continuous evaluation and refinement of the ESOP to ensure it meets the evolving needs of our workforce and supports the strategic objectives of the company.

Thus, the Company shall issue and allot 10, 00,000 (Ten lakh) Equity Shares of Rs. 10 each over the years. The details/disclosure(s) on the aforesaid ESOP Schemes, as required to be disclosed under the SEBI (SBEB) Regulations, are available on the Company’s website at www.apollofinvest.com

The Disclosure as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company https://www.apollofinvest.com/shareholders-corner .

Certificates from the Secretarial Auditors as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 on the implementation of the ESOP Schemes is attached hereto as Annexure A.

The Employee Stock Option Scheme, 2009 adopted by the Company is in line with compliance with provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

19. Auditors and their Reports

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, the Statutory Auditors of the Company were appointed for a term of Five (5) years w.e.f. April 01, 2022 to hold office until the conclusion of the 41st Annual General Meeting of the Company.

The Audit report submitted by M/s. GMJ & Co, Chartered Accountants, for the FY 2023-24 does not contain any qualifications, reservation or adverse remark or disclaimer.

Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure ‘B’ and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company forms part of this Report and is uploaded on the website of the Company i.e. www.apollofinvest.com.

The Board of Directors at its meeting held on May 27, 2024, has appointed M/s. SGGS & Associates (Legalixir) as the Secretarial Auditor for FY 2024-25.

Reporting of Frauds by Auditors:

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

20. Vigil Mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanisms. The Whistle Blower Policy provides details for direct access to the Chairman of the Audit Committee. The policy has been posted on the website of the Company at www.apollofinvest.com

21. Corporate Social Responsibility (CSR)

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Bank on CSR Activities during the year are set out in Annexure - C of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on the Company’s website at www.apollofinvest.com

22. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

23. Corporate Governance

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) is provided in a separate section and forms an integral part of the Annual Report.

25. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website viz. https://www.apollofinvest.com/shareholders-corner

26. Significant and Material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

27. Statutory Information and Other Disclosures

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

1. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo -We wish to inform you that the Rule 8 (3)(A)and (B) of the Companies (Accounts) Rules, 2014, are not applicable on the Company and during the year there were no foreign exchange earnings or outflows during the year under review.

2. The Disclosure under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - D and forms an integral part of this Report.

3. None of the employees in the Company were in receipt of Remuneration in terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. The Company has not accepted any deposits within the meaning of Section 73(1) and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for time being in force).

5. During the year under review, Apollo has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

28. Cautionary Statement

The Statement in this Directors’ report, describing the Company’s outlook, projections, estimates, expectations or predictions may be “Forward looking Statements” within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied in the statement due to external factors. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.

29. Appreciation

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

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Mar 31, 2023

Your Directors take great pleasure in representing the 37th Annual Report on the business and financial operations of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. Corporate Overview

Apollo Finvest (India) Limited incorporated in the year 1985 is one of the leading players in the Fintech space. Under the able leadership of Mikhil Innani, Managing Director and CEO, and Diksha Nangia, Whole Time Director and CFO, the Company has grown many folds and has become one of the recognized names in the Fintech space. Their vision of "Financial Inclusion" is driving the growth of the Company. Along with the Non-Deposit taking Non-Banking Financial Company ("NBFC") we are also a Technology-driven Company that has built a technology stack that can process any loan of any size digitally, thereby bringing the cost of processing each loan to nearly Zero.

Through years and with its young workforce Apollo has developed APIs which are powering the journey for our borrowers and optimizing their digital lending experience. Some of these are our Loan Creation API and Sanction Letter API which are improvised by our tech team to be faster. Our company also saw the firsthand benefits of automation, worked through and developed CKYC API which has simply eradicated the long drawn out reporting on the CKYC portal.

Apollo Finvest has been a regulated entity for 30 years and in the Fintech space for 4 years now! In this time we have also worked with 50 FinTechs, dealt with north of 10 Lac customers, and managed regulatory reporting fantastically time and again!

2. Financial Summary and Highlights

The highlights of the Company''s financial results for the Financial Year 2022-23 are as under:

		(INR in Lakhs)
Particulars	FY 2022-23	FY 2021-22
Gross Total Income	4.615	7,400
Profit before Tax & Exceptional Items	1,453	1,704
Profit before Tax after Exceptional Items	1,453	1,704
Profit for the period after Tax	1,008	1,272
Total Comprehensive Income	1,011	1,276

With the experience of managing significant financial and operational disruption emerging from the pandemic and the new digital guidelines and the transformational journey that Apollo has embarked upon, the Company remains confident of a sound growth trajectory in FY 2023-24 and thereafter and, hence, remains a one way platform for all digital lending solutions. The dynamic and pumped culture of Apollo is the anchor that has enabled Apollo to make swift and calibrated changes to its practices to regain its business momentum while maintaining strong vigil on its portfolio quality and adapting to changing customer preferences of post new digital lending guidelines. The Company has not Declared any Dividend during the year of Review.

For more details on the performance of the Company, business segments and risk management framework and initiatives, please refer Management Discussion and Analysis

			Financial Performance
							INR in Lakhs
7,500 5,000		7400	FY 2022-23 FY 2021-			22
	4615
2,500
			1496	1709	1453	1704		1272
							1008
0
	Total Revenue		EBIT		Profit Before Tax Profit After Tax

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report

The Financial Statements for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ''Act'') and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

Management evaluates, reviews, and complies with all the issued or revised accounting standards and Reserve Bank of India ("RBI") directions on a regular basis. The Company discloses the Financial Results on a quarterly basis, which are subject to Limited Review in terms with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and publishes the Audited Financial Results annually.

3. Change in Nature of Business

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this report.

4. Reserves

As on March 31, 2023, the reserves and surplus has increased to Rs. 4,827/- lakhs as compared to Rs. 3,816/- lakhs achieved during the last year. During the year under review, the company has transferred Rs. 201.53/- lakhs to the Statutory Reserve pursuant to Section 45-IC of RBI Act, 1934.

5.Share Capital

The paid-up Equity share capital as on March 31, 2023, stood at 373 lakhs. There was no change in the paid-up share capital during the year. The Company does not have any outstanding paid- up preference share capital as on the date of this Report. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any sweat equity or warrants.

During the year of review the Apollo Finvest Employee Stock Option Plan - 2022 ("AFIL ESOP - 2022") regulated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB) Regulations") was approved by the Shareholders of the Company vide resolution dated September 21, 2022 and subsequently the Company vide BSE''s approval dated November 16, 2022 has formulated the scheme for the issue and allotment of maximum of 10,00,000 (Ten Lakh) Equity Shares over the years.

6. Adequacy of Internal Financial Controls

Apollo has implemented the three lines of defense model, viz.

(i) management and internal control measures,

(ii) financial controls, and risk management practices, and

(iii) a robust internal audit function providing the third level of defense.

The company''s internal controls and risk management practices are validated periodically with suitable review mechanisms in place. The Companies Act 2013 requires the Board of Directors and statutory auditors of the Company to comment on the sufficiency and effectiveness of internal controls.

We periodically test the design and efficiency of Internal control and financial reporting on a regular basis and timely resolution of control deficiencies identified if any. The Company has also periodic checks within IT and Operations functions for carrying out regular overviews to ensure processes set for these functions are complied with and gaps, if any, identified are set right on a regular basis.

The Company has an internal management assurance activity. It evaluates the adequacy of all internal controls and processes; and ensures strict adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

The Audit Committee of the Board of Directors regularly reviews the internal audit reports and the adequacy and effectiveness of internal controls.

7. Particulars of Loans, Guarantees, Securities and Investments

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in detail in Note 6, 7 of the Financial Statements.

8. Details of Subsidiary/ Joint Venture/ Associate Company

Pursuant to provisions of Companies Act, 2013, the Company does not have any Subsidiary/ Joint Venture and Associate Companies.

9. Related Party Transactions

All transactions entered with Related Parties for the year under review were on an arm''s length basis and in ordinary course of Business. Thus disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material-related party transactions during the year under view with the Promoters, Directors or Key Managerial personnel. All related party transactions are mentioned in the notes to the accounts.

10.Directors

The Company''s Board of Directors consists of distinguished individuals with proven competence and integrity . Besides strong financial acumen, strategic astuteness, experience, and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and its preparation. In terms of the requirement of the Listing Regulations, 2015, the Board has defined the fundamentals, skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning and how the current Board of Directors is fulfilling the required skills and competences.

During the year, Mr. Mikhil Innani was re-appointed as the Managing Director & CEO for a period of five (5) years i.e. from April 24, 2023, to April 23, 2028, Ms. Kruti Khemani was re-appointed as Non-Executive Independent Director for another term of five (5) years i.e. from July 24, 2023, to July 23, 2028, and Mr. Paritosh Khatry was re-appointed as Non-Executive Independent Director for another term of five (5) years i.e. from December 22, 2022, to December 21, 2027. Other than that there was no change in the composition of Board of Directors of the Company during the financial year ended March 31, 2023.

The Board proposes the re-appointment of Ms. Diksha Nangia the Director of the Company Pursuant to section 152 (6) of Companies Act, 2013, at the ensuing Annual General Meeting of the Company. All the details with respect to their appointment is included in the Notice and the Explanatory Statement forming an integral part of the Annual Report.

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R. 804(e) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA. We further wish to inform that all the Independent Directors have cleared the examination conducted by the Indian Institue of Corporate Affairs.In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

11.Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ("KMP") of the Company:

Name	Designation
Mr. Mikhil Innani	Managing Director & CEO
Ms. Diksha Nangia	Whole Time Director & CFO
Mr. Jasdeep Juneja (Till February 23, 2023)	Company Secretary and Compliance Officer

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s

Internal Financial Controls were adequate and effective during FY 2022-23

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The directors have selected such accounting policies and applied them 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, 2023 and of the profit and loss of the Company for that period;

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 annual accounts have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc.

The Independent Directors of the Company met on March 21, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

13. Policy on Nomination and Remuneration of Directors

The Board of Directors have framed the Nomination and Remuneration policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, and Senior Management Personnel, such that the Company''s business strategies, values, key priorities, and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board and encourages the active participation of the Directors. The Company has a diversified mix of Executive and Non-executive Directors on the Board. As on March 31, 2023, the Company has Six (6) Directors including Four (4) Independent Directors and Two (2) Executive Directors.

The policy is directed towards rewarding performance, based on a review of achievements. It is aimed at attracting and retaining high caliber talent. The Nomination and Remuneration Policy is displayed on the Company''s website viz. the following link https://www.apollofinvest.com/policies

14. Remuneration Of Directors, Key Managerial Personnel And Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this Integrated Annual Report.

15. Committees of the Board

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The details of the Committees of the Board along with their composition, number of meetings, and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report FY 2022-23.

16. Meeting of Board/ Committees

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Five (5) times during the year under review and have accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board/ Committees held during the Financial Year 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

17. Apollo Finvest Employee Stock Option Scheme 2022

In today''s competitive world, the employees of a company are its backbone and the most important resource and asset. Apollo Finvest fully recognizes the role of employees in the success of the Company and therefore wants its Employees (defined hereunder) to participate and share the fruits of growth and prosperity of the Company.

In view of the above, the Company has formulated the Apollo Finvest Employee Stock Option Plan - 2022 ("AFIL ESOP - 2022") regulated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB) Regulations") for the employees of the Company.

Thus, the Company shall issue and allot 10, 00,000 (Ten lakh) Equity Shares of Rs. 10 each over the years. The details/disclosure(s) on the aforesaid ESOP Schemes, as required to be disclosed under the SEBI (SBEB) Regulations, are available on the Company''s website at www.apollofinvest.com

The Disclosure as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is attached hereto as Annexure A.

Certificates from the Secretarial Auditors as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 on the implementation of the ESOP Schemes is attached hereto as Annexure B.

The Employee Stock Option Scheme, adopted by the Company is in line with compliance with provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

18. Auditors and their Reports

a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. GMJ & Co, Chartered Accountants, the Statutory Auditors of the Company were appointed for a term of Five (5) years w.e.f. April 01, 2022 to hold office until the conclusion of the 41st Annual General Meeting of the Company.

The Audit report submitted by M/s. GMJ & Co, Chartered Accountants, for the FY 202223 does not contain any qualifications, reservation or adverse remark or disclaimer.

b. Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed as Annexure C and forms an integral part of this Report. The secretarial auditor has not expressed any qualification in their Secretarial Audit report for the year under review.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company forms part of this Report and is uploaded on the website of the Company i.e. www.apollofinvest.com.

The Board of Directors at its meeting held on May 23, 2023, has appointed M/s. SGGS & Associates (Legalixir) as the Secretarial Auditor for FY 2023-24.

c. Reporting of Frauds by Auditors:

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

19. Vigil Mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanisms. The Whistle Blower Policy provides details for direct access to the

Chairman of the Audit Committee. The policy has been posted on the website of the Company at www.apollofinvest.com

20. Corporate Social Responsibility (CSR)

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Bank on CSR Activities during the year are set out in Annexure D of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on the Company''s website at http://www.apollofinvest.com/policies

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

22. Corporate Governance

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

23. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of the Annual Report.

24. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website viz. https://www.apollofinvest.com/shareholders-corner

25.Significant and Material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

26.Statutory Information and Other Disclosures

a) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo - We wish to inform you that the Rule 8 (3)(A)and (b) of the Companies (Accounts) Rules, 2014, are not applicable on the Company and during the year there were no foreign exchange earnings or outflows .

b) The Disclosure under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure E and forms an integral part of this Report.

c) None of the employees in the Company were in receipt of Remuneration in terms of

rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

d) The Company has not accepted any deposits within the meaning of Section 73(1) and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for time being in force).

e) During the year under review, Apollo has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27.Cautionary Statement

The Statement in this Directors'' report, describing the Company''s outlook, projections, estimates, expectations or predictions may be "Forward looking Statements" within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied in the statement due to external factors. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.

28.Appreciation

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors Apollo Finvest (India) Limited

Sd/-Mikhil Innani Managing Director & CEO DIN: 02710749

Mumbai August 09, 2023

Sd/-

Diksha Nangia Whole Time Director & CFO DIN: 07380935

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Mar 31, 2015

To,

The Members,

APOLLO FINVEST (INDIA) LTD.

Your Directors have pleasure m presenting their Twenty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015.

FINANCIAL RESULTS:

Amount in Rupees

Particulars	March 31,2015	March 31.2014
Gross Sales and other Income	3,38,59,473	1,73,49,332
Profit before Depreciation and Tax	2,39,17,307	98.48.498
Less: Depreciation	6,58,020	1,83,037
Profit before Tax	23,59,287	96,65,461
Less: Tax Expenses	56,82,879	17,20.000
Net Profit after tax	1,75,76,408	79.45.461

OPERATIONAL REVIEW:

For the financial year ended 31^st March, 2015. Gross revenues increased to Rs. 3.38.59.473/- against Rs. 1.73.49,332/- m the previous year. The Company has for (the year ended 31“ Marc*. 2015. Made a net profit of Rs 1.75.76.408/- (Previous year Rs. 79.45.461/-) after providing for taxation.

BRIEF DESCRPTION OF THE COMPANY''S WORKING DURING THE YEAR ANO STATE OF COMPANY''S AFFAIRS:

It can be observed from the financial statements of the Company that tie Net Profit of the Company has increased during the year favorably and it medicates that the Company is doing well.

DIVIDEND:

With a view to strengthen the financial position of the Company, your Decors have not recommended any dividend for its equity shareholders.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act. 2013. The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system n the Company, its competence with operating systems, accounting procedures and policies of the Company. Based on the report of eternal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under the provisions of Companies Act. 2013 and Rules made there under relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there were no foreign exchange earnings or out lows.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relations^ with employees at all levels.

DIRECTORS:

In terms of the provisions of the Companies Act. 2013, Mr. Umanath R. Agarwal (DIN: 00175340) retires by rotation at this Annual General Meeting, and being eligible offer himself for re-appointment

None of the Directors are disqualified from being appointed as specified m Section 164 of the Companies Act. 2013

Mr. Hardik Dedhia (DIN: 06660799). in respect of whom the Company has received a notice along with requisite deposit in writing under Section 160 of the Companies Act. 2013 from a member proposing his candidature for the office of Independent Director. Upon approval of the appointment of Mr. Hard Dedhia (DIN: 06660799) as independent director by the Members of the Company, the appointment shall be formalized by issue of letter of appointment by the Company to the said independent director.

Brief details of Directors proposed to be appointed ''re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of Bus Annual Report

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

An ^dependent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment m the Board''s report

FORMAL ANNUAL EVALUATION:

The Company has devised a Policy for performance evaluation of Independent Directors. Board. Committees and other include Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

MEETINGS OF THE BOARD:

Five Meetings of the Board of directors of the Company were held during the year on 26th June 2014.24th July 2014.30th September 2014, 11th November 2014, and 4th February 2015.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act. 2013, the Directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of 9ns Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on a going concern basis.

The Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

Al related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business as per details given in AOC-2 annexed as Annexure “A”. There are no materiality significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated person’s which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares with differential votag Rights. Sweat Equity Shares and Employee Stock Option.

BOARD COMMITTEES:

The detailed composition of the mandatory Board Committees namely Audit Committee. Stake Holders Grievance Committee and Nomination & Remuneration Committee and other related details are set out in the Corporate Governance Report which forms an integral part of this report.

MANAGERIAL REMUNERATION:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company, will be provided upon request In terms of Section 136 of the Act the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

The Company does not have any subsidiary Company or Holding Company and hence is not in receipt of any remuneration or commission from the same.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information n relation to the Company and during the period when the Tracing Window is closed. The Board is responsible for implementation of the Code. Al Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Compares Act. 2013. As required under section 204 (1) of the Companies Act. 2013 the Company has obtained a secretarial audit report The company is in the process to find a suitable candidate for the positions of Company Secretary and CFO. Further, as required under section 178 of the Companies Ad 2013. company is taking steps to appoint one more independent director.

AUDITORS:

The Auditors Shankartal Jain & Associates. Chartered Accountants. Mumbai, retire at the condition of the ensuing Annual General Meeting and being eligible offer themselves for re-apartment..

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Ad 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 the company has appointed S. G. and Associates, a firm of company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ''B''

EXTRACT OF ANNUAL RETURN:

The extracts of the Annual Return in form MGT-9 is annexed herewith as Annexure "C”.

PARTICULARS Of EMPLOYEES:

The Company had no employee drawing salary/ remuneration as per the limits prescribed as per Rule 5(2) of the Appointment and Remuneration of Managerial Personnel Rules 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION S ANALYSIS REPORTS

The Corporate Governance is annexed herewith as Annexure "D" and Management Discussion & Analysis Report is annexed herewith as Annexure "E\ These form an integral part of Bus Report, together with the Certificate from the auditors i.e. Shankarlal Jain & Associates (Chartered Accountants) regarding competence with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest t thanks to the Members of the Company. Bankers. Customers. Executives and Staff at all levels for the continuous cooperation and assistance.

For and on behalf of the Board of Directors APOLLO FINVEST (INDIA) LIMITED

Date: 12* August 2015 Anju R. Innani Umanath R. Agarwal

Place: Mumbai Managing Director Whole-Time Director

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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting their Twenty-eight Annual Report on the operations of the company, together with the Audited Accou nts for the year ended March 31, 2014.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Gross Sales and other Income 172.93 118.49

Profit before Interest and 98.48 37.77 Depreciation and Tax

Less: Depreciation 1.83 2.31

Profit before Tax 96.35 35.46

Less: Provision for Tax 17.20 3.15

Net Profit after tax 79.45 30.03

REVIEW OF OPERATIONS:

For the financial year ended 31st March 2014, the sales and other income of the Company increased to Rs. 172.93 Lacs as compared to Rs. 118.49 Lacs in the previous year. The Company has for the year ended 31 March, 2014, made a net profit of Rs 79.45 Lacs (Previous year Rs. 30.03. Lacs) after providing for taxation.

DIVIDEND:

With a view to conserve the financial resources for the future operations of the company, the directors have thought it prudent not to recommend any dividend for the year ended 31 March, 2014.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company. DIRECTORS:

In terms of the provisions of the Companies Act, 2013, Shri. Sajjan Kanodia (DIN : 05118076) retires by rotation.

The Company have received declaration from a member along with deposit of the requisite amount as stipulated in Section 160 of the Companies Act 2013 proposing candidature of Shri Bhavik Chokshi (DIN: 06396837), Smt. Hemlata Poddar (DIN02931322), and Smt. Preeti P Jain (DIN: 06366504) to act as Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Further it shall be noted that Shri Bhavik Chokshi (DIN: 06396837) shall occupy the vacated place of Shri Sajjan Kanodia complying with the provisions of Section 152 (6) (e) of the Companies Act 2013.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation. The Directors would like to inform that being a small sized Company in terms of number of employees, same is being provided on estimated basis.

The Directors have selected such accounting policies and applied them 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, 2014 and of the Profit of the Company for the year ended on that date.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

The annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants (FRN: 109901W) Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31st March 2014, as obtained from M/s. S. G & Associates, Practicing company Secretaries (Membership No:12122) is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

During the year under review your company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public.

AUDITORS:

M/s. Shankarlal Jain & Associates, Chartered Accountants(FRN: 109901W), Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 139 of the Companies Act, 2013. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS'' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956. For Auditor''s remark on AS-15 regarding liability for Gratuity and Leave encashment which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of Employees, the same is being provided on estimated basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EX- CHANGE EARNINGS AND OUTGO:

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL Date : 26 June, 2014 Managing Director Executive Director DIN 00123259 DIN 00175340

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their Twenty-seventh Annual Report on the operations of the company, together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rupees in Lacs) Particulars Year ended Year ended 31st March 2013 31st March 2012

Gross Sales and other Income 118.49 64.22

Profit/(Loss) before Interest and Depreciation and Tax 37.77 (26.34)

Less: Depreciation 2.31 4.37

Profit/(Loss) before Tax 35.46 (30.71)

Less: Provision for Tax 3.15

Less: Deferred Tax Liability written back (14.71)

Less:Short/(Excess) Provision for Income Tax for earlier years 2.29

Net Profit/(Loss) after tax 30.03 (16.00)

REVIEW OF OPERATIONS:

For the financial year ended 31s March 2013, the sales and other income of the Company increased to Rs. 118.4$ Lacs as compared to Rs. 64.22 Lacs in the previous year. The Company has for the year ended 31 March, 2013, made a net profit of Rs 30.03 Lacs (Previous year loss of Rs. 16.00 Lacs) after providing for taxation.

DIVIDEND:

Due to global financial turmoil and weak financial markets and to consolidate the fyture position of the Company, your Directors do not recommende any dividend for the year ended 31 March, 2013.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Smt. Hemlata Poddar, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at ensuing Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- The Directors have selected such accounting policies and applied them 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, 2013 and of the profit of the Company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- The annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31s March 2013, as obtained from M/s. Suman Mantri & Associates, Company Secretaries is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS'' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956. For Auditor''s remark on AS-15 regarding liability for Gratuity & Leave Encashment which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of employees the same is being provided on estimated basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL

Date : 17 July, 2013 Managing Director Executive Director

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty-sixth Annual Report on the operations of the company, together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended

31st March 2012 31st March 2011

Income from Operation 64.22 235.73

Profit/(Loss) before Interest and Depreciation and Tax (26.34) 156.61

Less: Depreciation 4.37 3.91

Profit/(Loss) before Tax (30.71) 152.69

Less: Provision for Tax - 1.00

Less: Deferred Tax Liability written back (14.71) (5.50)

Net Profit/(Loss) after tax (16.00) 157.20

REVIEW OF OPERATIONS:

For the financial year ended 31st March 2012, the gross operational income of the Company decreased to Rs. 64s£2 Lacs as compared to Rs. 235.73 Lacs in the previous year. The Company has for the year ended 31 March, 2012, incurred a loss of Rs. 16.00 Lacs (Previous year profit of Rs. 157.20 Lacs) after providing for taxation.

DIVIDEND:

Due to loss incurred during the year, your Directors are unable to declare any dividend for the year ended 31 March, 2012.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Shri N. T. Rathi, Director of the Company passed away on 02/08/2011. The company benefited immensely by his valuable advice and guidance during his association with the company.

Shri Sandeep Maheshwari, Director of the Company resigned on 14/11/2011 due to pre occupation. Ms. Preeti Jain, who was appointed to fill the casual vacancy, retires by rotation and being eligible, offers herself for re-appointment at ensuing Annual General Meeting.

Shri Sajjan Kanodia and Smt. Hemlata Poddar were appointed as additional directors of the Company on 14/11/2011. In accordance with provisions of section 260 of the Companies Act, 1956 read with the Articles of Association of the Company they hold office till the ensuing Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- The Directors have selected such accounting policies and applied them 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, 2012 and of the loss of the Company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- The annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis. PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlai Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the y ttached herewith and forms an integral part of this report. DELISTING FROM JAIPUR STOCK EXCHANGE:

The Company had applied for delisting of shares from Jaipur Stock Exchange Limited pursuant to members' approval obtained at the Annual General Meeting of the Company held on 27 September, 2010. The shares of the Company have been delisted from Jaipur Stock Exchange Limited vide their letter dated 13/12/2011.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlai Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlai Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956. For Auditor's remark on AS-15 regarding liability for Gratuity & Leave Encashment -which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of employees the same is being provided on estimated basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. iNNANI UMANATH R. AGARWAL

Date : 8th August, 2012 Managing Director Executive Director

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Forth Annual Report on the operations of the Company, together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS: (Rupees in Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Gross Sales and other Income 373.33 98.57

Profit / (Loss) before Depreciation and Tax 291.65 (401.93)

Less: Depreciation 5.22 6.95

Profit / (Loss) before Tax 286.43 (408.88)

Less: Provision for Fringe Benefit Tax - 0.82

Less: Deferred Tax Liability (0.34) (19.71)

Net Profit / (Net Loss) after tax 286.77 (389.99)

REVIEW OF OPERATIONS:

For the financial year ended 31* March 2010, the sales and other income of the Company increased by 278.74% to Rs. 373.33 Lacs as compared to Rs. 98.57 Lacs in the previous year. The Company has for the year ended 31st March, 2010 earned a net profit of Rs. 286.77 Lacs (previous year net loss of Rs. 389.99 Lacs) after providing for taxation and diminution in value of investments.

DIVIDEND:

With a view to conserve the financial resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31st March, 2010.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Shri Sandeep Maheshwari, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at ensuing Annual General Meeting. A brief profile of Shri Sandeep Maheshwari is annexed to the Notice of the ensuing Annual General Meeting. None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for Gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- The Directors have selected such accounting policies and applied them 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 31st March, 2010 and of the Profit of the Company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The Annual Accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 24,00,000/- or more per annum if employed throughout the year under review or Rs. 2,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956, all Companies whose paid up share capital is Rs. 10 Lacs and above but less than Rs. 5 Crores are required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31st March 2010, as obtained from M/s. Jayesh Shah & Co., Company Secretaries is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlal Jain & Associates, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Lastly your Directors are deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL

Date : 28th June, 2010 Managing Director Executive Director