Apex Capital and Finance Ltd

To

The Members,

Your Directors have the pleasure to present the 39^th Annual Report of Apex Capital and Finance Limited ("Company") for the year ended March 31,2024 along with the audited financial statements for the year ended March 31,2024.

Your Company was incorporated under the Companies Act, 1956 on June 18, 1985. The Company is a Non-Deposit Accepting Non-Banking Finance Company ("NBFC"), holding "Certificate of Registration No. B.14.00473 from the Reserve Bank of India ("RBI"). The Equity Shares of the Company are currently listed with BSE Limited (BSE) with effect from 23^rd March, 2018.

Your Company continues to take effective steps in broad-based range of activities as the Company is a NBFC and the main business of the Company is to make loans and advances.

The Company's financial results are as under:

The Company is a Non-Banking Financial Company registered with Reserve Bank of India. There has been no change in nature of the business of the Company, during the period under review.

The total revenue of the Company for the year ended on March 31, 2024 is Rs.102,902,419/- as against Rs. 5,11,13,112/- for the previous year. The Net Profit for the financial year ended March 31, 2024 stood at Rs. 44,887,152/- as against Net Profit of Rs. 63,47,036/- in previous year.

As per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934, the Company is required to transfer an amount not less than twenty percent of its net profit every year to statutory reserve. Therefore, the Company has transferred an amount of Rs. 89,77,430/- being twenty percent of the net profits of the Company for the financial year ended on March 31, 2024 to Statutory Reserve.

In order to conserve the resources of the Company for the future growth, the Directors of the Company do not recommend any dividend to the shareholders for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of the Board, there has been no material changes and commitments, if any, 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.

During the period under report, the Company has increased its authorised share capital from Rs.6,00,00,000 (Rupees Six Crores Only) to Rs. 30,00,00,000 (Rupees Thirty Crores) by creation of additional 2,40,00,000 Equity Shares of Rs. 10/- each by way of Ordinary resolution passed by shareholders in their Extra-Ordinary General Meeting held on 29 July, 2024.

The Board of Directors of the Company is in process of raising funds up to Rs. 95,00,00,000 (Rupees Ninety-Five Crores Only) by issuance of 76,00,000 (Seventy-Six Lakhs) Convertible Share Warrants for cash at an issue price of Rs. 125/- (including premium of Rs.115/-) per warrant, to meet the working capital requirements as well as for business purposes.

In order to issue Convertible Share Warrants, the Company has obtained the approval of shareholders of the Company by way of special resolution in their Extra-Ordinary General Meeting held on 29 July, 2024.

As at March 31,2024, your Company do not have any subsidiary and associate company. During the year under review, neither any company becomes subsidiary/associate nor ceased to be a subsidiary/associate of your company.

During the period under report, the Company has shifted its registered office from L-3, Green Park Extension, New Delhi -110016 to Flat-F, 8^th Floor, Hansalaya Building, Connaught Place, New Delhi - 110001 w.e.f. 14^th May, 2024 vide resolution passed by the Board in its meeting held on 14^th May, 2024.

Risk Management activity identifies, communicate and manage risks across the organization. It also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in Management Discussion and Analysis Report annexed to the Annual Report.

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee.

Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee. The internal control system is commensurate with the nature, size and complexities of operations of your Company.

The Company believes in conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards, the Company has adopted a Whistle Blower Policy, to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your company has adopted the Vigil Mechanism and/or Whistle Blower Policy in compliance with Section 177(9) of the Act read with Regulation 22 of SEBI Listing Regulations.

The Vigil Mechanism and/or Whistle Blower Policy can be accessed at www.apexfinancials.in. HUMAN RESOURCE:

The Company seeks to nurture a mutually beneficial relationship with its employees. The relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance, support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists ‘people' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Securities and Exchange Board of India, Stock Exchange, NSDL/CDSL and Reserve Bank of India (RBI), etc.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 & SECRETARIAL STANDARD-2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, issued by the Institute of Company Secretaries of India, have been duly complied by your Company during the period under report.

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the companies Act, 2013 and rules made thereunder. There is no unclaimed or unpaid deposit lying with the Company.

As a Non-Deposit accepting Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

During the period under report:

• In terms of provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Kumar, Director (DIN-02767062) of the Company will retire by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting. His details as required under Secretarial Standard-2 are provided in the Annexure-A to the Notice of the ensuing Annual General Meeting of the Company. He is not disqualified to be appointed as Director of the Company as specified under Section 164 of the Companies Act, 2013.

The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfill conditions specified in Section 149(6) of the Act and Regulation 16(1 )(b) and 25(8) of the SEBI Listing Regulations. Further, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfill their duties as Independent Directors.

As on date of this report, the Board of Directors of the Company comprises of Five Directors out of which two are Non-Executive Independent Directors. The composition of Board of Directors is in compliance with provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee is consisting of following Directors of the Company:

During the year under review, the Board has accepted all the recommendations made by the Audit Committee of the Board.

The Nomination and Remuneration Committee of the Company comprises of following Directors of the Company:

During the year under review, the Board has accepted all the recommendations made by the Nomination and Remuneration Committee.

The Stakeholders Relationship Committee was formed to resolve the issues relating to shareholder's interest and to take note of/approve the transfer of shares. The constitution of the said Committee is as under:

The Stakeholder Relationship Committee looks into the redressal of the shareholder's complaints in respect of any matter including transfer of shares, non-receipt of annual report, non-receipt of declared dividend etc.

The Board of Directors of the Company had constituted a "Securities Committee" to ease out the process of issue and allotment of securities in future. The constitution of the said Committee is as under:

The Board of Directors of the Company had constituted a "Finance & Executive Committee" to look after the day-to-day activities of the Company. The constitution of the said Committee is as under:

The Company's policy on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board/NRC.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened meeting. The Nomination and Remuneration Committee has formulated the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees, which was already approved by the Board. The Nomination and Remuneration Committee shall ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. During the year under review, none of the Directors of the Company have received any remuneration except sitting fees for Board meeting.

As required under the provisions of Section 134(3)(p), the Board has carried out an annual performance evaluation of its own performance and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the Directors to seek their response on the evaluation of the entire Board of Directors.

The criteria of evaluation is the exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, constructively and actively in the meetings of the board/Committees of the Board etc.

The Board of Directors of the Company met four times during the financial year 2023-24. The agenda and notice for the Meetings are prepared and circulated in advance to the Directors. The necessary quorum was present in all the meetings.

Details of the meetings and various committees along with dates are as below:

*Adjourned Meeting in respect of the Original Meeting dated 29.05.2023.

Attendance of Directors/Members at Board and Committee Meetings:

As per Standard 9 of the secretarial standards on Meetings of the Board of Directors ("SS-1 ") issued by the Institute of Company Secretaries of India (‘ICSI'), the attendance of Directors at Board and Committee meetings held during the Financial Year 2023-24 are provided as under:

*Adjourned Meeting in respect of the Original Meeting dated 29.05.2023.

Based on the disclosures received, number of Directorship(s), Committee Membership(s), Chairmanship(s) of all the Directors are within respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2024 have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Chairman and Managing Director of the Company is attached as Annexure "A" which forms part of this Report of the Directors. The Code of conduct is available on the Company's website www.apexfinancials.in

Pursuant to Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report as Annexure - "B ".

A. Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year:

b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year: None of the Directors drew any remuneration during the year.

Further, the remuneration of the Company Secretary and Chief Financial Officer were not increased during FY 2023-24.

c) Percentage of increase in the median remuneration of employees during the financial year ended March 31,2024: nil

d) Number of permanent employees on the rolls of the Company as on March 31,2024: 6 (Six)

e) Average percentage increase made in the salaries of employee and the Managerial Personnel in the FY 2024 was Nil.

f) Affirmation that the remuneration is as per remuneration policy of the Company: Yes

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at the E-mail ID: contact@apexfinancials.in

Particulars of loans, guarantees and investments under Section 186 of the Act during the year under report are provided in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In terms of the provisions of the Act, the SEBI Listing Regulations and the RBI Directions, the Board of Directors adopted ‘Related Party Transaction Policy' to ensure obtaining of proper approvals and reporting of transactions with related parties which can be accessed at: https://www.apexfinancials.in.

In terms of Section 177 of the Act and Regulation 23 of the SEBI Listing Regulations read with the Related Party Transaction Policy of the Company, transactions with related parties were placed before the Audit Committee for its approval and omnibus approval of the Audit Committee was obtained for related party transactions of repetitive nature, within the limits prescribed by the Board of Directors. The Audit Committee is periodically updated with respect to related party transactions executed under omnibus approval. All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company is placed on the website of the Company and is accessible at the web-link: www.apexfinancials.in.

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Corporate Governance Report, as stipulated under Regulation 17 to 27 and Clause (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V of the SEBI Listing Regulations, forms part of the Annual Report. We have reported in Annexure-D to this report, the extent of compliance of Corporate Governance practices in accordance with Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The requisite certificate from M/s. S. Behera & Co., Company Secretaries, New Delhi signed by Mr. Shesdev Behera, Practicing Company Secretary (COP No. 5980) confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations is appended at the end of aforesaid report.

The Company has obtained a Certificate pursuant to the Regulation 34(3) read with Schedule V of the Listing Regulations, from M/s. S. Behera & Co., Company Secretaries, confirming the compliance of the provisions of Corporate Governance by the Company and that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Companies either by Securities and Exchange Board of India or the Ministry of Corporate affairs or any other Statutory Authorities. The said certificate forms part of this report as Annexure-"E".

Pursuant to the provisions of Section 139 read with Companies (Audit& Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Mahesh Kumar & Company, Chartered Accountants, New Delhi (FRN: 09668N), the Statutory Auditors of the Company, can hold office upto the conclusion of the 41^st Annual General Meeting of the Company.

The Notes to Accounts forming part of financial statements are self-explanatory and need no further explanation.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.

Further no frauds were reported by the Statutory Auditors of the Company in terms of Section 143 (12) of the Companies Act, 2013 read with Rules made thereunder.

Pursuant to the provisions of Section 204 read with Companies (Accounts) Rules, 2014 and other applicable provisions, if any of the companies Act, 2013, the Board in its meeting held on 10.08.2023, has appointed M/s S. Behera & Co., Company Secretaries, New Delhi (CP No. 5980) as the Secretarial Auditors of the Company for the Financial Year 2023-24.

As required under the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit has been carried out by M/s. S. Behera & Co., Company Secretaries, New Delhi (CP No. 5980) for the FY 2023-24 and their Report forms part of this Annual Report as Annexure "F".

The said report does not contain any adverse observation or disqualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to the provisions of Section 138 read with Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on 10.08.2023, has appointed Mrs. Vandana Tarika, Chartered Accountant, New Delhi as the Internal Auditor of the Company for Financial Year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is primarily engaged in NBFC activities. Being a NBFC and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding

conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made there under. During the year under review, the Company does not have any Foreign Exchange Earnings and outgo.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. They 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 your Company at the end of the Financial Year and of the Profit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Board of Directors prepared the annual accounts for financial year ended March 31,2024 on a ‘Going Concern' basis.

e. The Board of Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and have been operating efficiently.

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

g. The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made there under, the criteria for complying with the CSR activity does not apply to the Company throughout the year.

All the Directors meet the fit and proper criteria stipulated by RBI.

The provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, are not applicable to your Company for the F.Y. 2023-24.

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 Company has also taken software containing structural digital database for maintaining names of persons with whom unpublished price sensitive information is shared. The software contains details of information shared and the names of such persons with whom information is shared under this regulation along with the Permanent Account Number. The Code requires pre-clearance for dealing in the Company's securities and prohibits the purchase or sale of Company securities by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. The Code is available on the website of the company at https://www.apexfinancials.in.

During the year under review, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Company continues to follow a robust anti-sexual harassment policy on ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' (‘POSH') in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder and complied with the applicable provisions of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the period under report.

Further, during the year under report, the Company has not received any complaint of Sexual Harassment

pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the FY 2023-24, neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUTION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the FY 2023-24, the Company has not done any one-time settlements with any Banks or Financial Institutions. Hence no disclosure is required.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under report, there are no significant material orders passed by the regulators/courts/tribunals, which would impact the going concern status of your Company and its future.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the period under report, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

The Directors wish to place on record their sincere appreciation to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company's bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company across all levels, resulting in successful performance during the year. It will be the Company's endeavour to nurture these relationships in strengthening business sustainability.