Apollo Finvest (India) Ltd Directors Report

Dear Stakeholders,

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 Finvests mission to make financial services accessible to all.

The companys 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 countrys most reputable Non-Banking Financial Companies (NBFCs). Building on this foundation, our ‘Whats Next strategy involves going deeper postdistribution, expanding into robust Co-Lending partnerships with these top digital lenders, encompassing both NBFCs and Lending Service Providers (LSPs).

Overall, Apollo Finvests 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 Companys 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 NonPerforming 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

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 Indias "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 companys 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 arms 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 shareholders 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 Companys 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 Companys 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 selfassessment 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 Companys 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 Boards 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 Companys 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 Companys 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 Boards 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 Boards 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 Companys 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 Companys 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 Companys 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 Companys 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 202425, 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 Companys 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 Boards 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 Companys 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 Companys 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 Companys 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