Apollo Finvest (India) Ltd

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Stakeholders,

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.

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.

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

(INR in Lakhs)

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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 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.

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.

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.

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.

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.

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

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.

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 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.

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

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.

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.

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.

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.

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.

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.

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

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

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

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.

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.

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.

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

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

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.

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.

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