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APOLLO FINVEST (INDIA) LTD.

12 September 2025 | 12:00

Industry >> Non-Banking Financial Company (NBFC)

Select Another Company

ISIN No INE412D01013 BSE Code / NSE Code 512437 / APOLLOFI Book Value (Rs.) 174.00 Face Value 10.00
Bookclosure 03/12/2020 52Week High 937 EPS 19.34 P/E 25.86
Market Cap. 186.60 Cr. 52Week Low 466 P/BV / Div Yield (%) 2.87 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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
Ý FY 2024-25
Ý 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