Apollo Finvest (India) Ltd. — Annual Report 2024

Aug 26, 2024

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APOLLO FINVEST

. (INDIA) LTD

CIN: L51900MH1985PLC036991 REGISTERED OFFICE: Unit No. 803, Morya Blue Moon, Veera Desai Industrial Estate, Andheri West, Mumbai, Maharashtra 400053 Email: info@apollofinvest.com Contact No. 022-62231667 / 68

August 26, 2024

To, BSE Limited 25[TH] Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

BSE Scrip Code: 512437

Sub: Annual Report for the Financial Year 2023-24 & Notice convening 38[th] Annual General Meeting of the Company

Dear Sirs,

Pursuant to Regulation 30 and Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we submit herewith the Annual Report of the Company for the Financial Year 2023-24 along with the Notice convening the 38[th] Annual General Meeting (AGM) scheduled to be held on Wednesday, September 18, 2024, at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in accordance with the relevant circulars issued by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”).

In compliance with the aforesaid circulars, the Annual Report of the Company for the Financial Year 2023-24 along with the Notice convening the 38[th] Annual General Meeting is being sent to Members, whose e-mail address is registered with the Company/ Registrar & Transfer Agent of the Company or the Depositories, through electronic mode.

In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, the Company is providing the facility to Members to exercise their right to vote by electronic means on Resolutions proposed to be passed at AGM. The Company has engaged CDSL for providing the facility for voting through remote e-Voting, for participation in the AGM through VC/OAVM, and e-Voting during the AGM.

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APOLLO FINVEST

. (INDIA) LTD

CIN: L51900MH1985PLC036991 REGISTERED OFFICE: Unit No. 803, Morya Blue Moon, Veera Desai Industrial Estate, Andheri West, Mumbai, Maharashtra 400053 Email: info@apollofinvest.com Contact No. 022-62231667 / 68

Key Information:

Key Information:
Time and Date of Annual General Meeting	11:30 A.M. (IST), Wednesday, September 18, 2024
Cut-off Date	Tuesday, September 10, 2024
Day, Date, and Time of commencement of remote e-Voting	09:00 A.M. (IST) – Sunday, September 15, 2024
Day, Date, and Time of end of remote e- Voting	05:00 P.M. (IST) – Tuesday, September 17, 2024

The copy of the Notice of AGM and Annual Report is also available on the website of the Company at www.apollofinvest.com, on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the CDSL website at www.evotingindia.com.

We request you to kindly take the same on records.

Thanking You, For Apollo Finvest (India) Limited

Mikhil Digitally signed by Mikhil Ramesh Ramesh Innani Date: Innani 2024.08.26 18:09:58 +05'30'

Mikhil Innani Managing Director & CEO DIN: 02710749

Apollo's

Notices

38th Annual Report 2023-24

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Notice of the 38th Annual General Meeting

Notice is hereby given that the Thirty-Eighth Annual General Meeting of Apollo Finvest (India) Limited will be held on Wednesday, September 18, 2024, at 11:30 A.M. through Video Conferencing or Other Audio-Visual Means, to transact the following businesses:

Ordinary Business:

1. Adoption of Audited Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.

2. Re-appointment of director in the place of Retiring Director

To consider the appointment of a director in place of Mr. Mikhil Innani (DIN : 02710749) who retires by rotation and being eligible, offers herself for re-appointment.

Special Business:

3. Approval For Borrowings Through Issue Of Non-Convertible Debentures On Private Placement Basis

To be considered fit to be passed as Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time (the Act), the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time, the Companies (Share Capital and Debentures) Rules, 2014 as amended from time to time (the Rules), and pursuant to SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 as amended from time to time and other applicable SEBI Rules and Regulations, as amended from time to time and subject to the provisions of relevant Reserve Bank of India (RBI) Directions, Rules and Regulations, and further subject to the provisions of any other applicable statutes, regulations, if any, subject to the provisions of the Memorandum & Articles of Association of the Company and subject to the approval, consent, permission, exemption and/or sanction of the appropriate authorities, institutions or bodies, as may be necessary and subject to such conditions, as may be prescribed by any of them while granting any such approval, consent,

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38th Annual Report 2023-24

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permission, exemption or sanction, the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) be and is hereby authorised on behalf of the Company to issue, offer and allot secured, unsecured, perpetual, listed and/or unlisted Non-Convertible Debentures (“the Debentures”) including subordinated Debentures qualifying as Tier-II debt in terms of the relevant RBI Regulations, upto to Rs. 100 Crores (Rupees One Hundred Crores only), during the period of Twelve months from the date of passing of this resolution, to the eligible investors, private placement basis, in one or more tranches, on such terms and conditions as the Board may deem fit and wherever necessary, in consultation with lead manager(s), financial advisor(s), underwriter(s), legal advisor(s) and/or any other agency(ies) which the Board may deem fit and appropriate, however at any given point of time the aggregate limit of funds raised/ to be raised by the Company, including issue of Debentures shall not exceed the overall borrowing limits of Rs. 500 Crores (Rupees Five Hundred Crores only) as approved by the members of the Company at the Annual General Meeting of the Company held on September 26, 2019.

RESOLVED FURTHER THAT any one of Mr. Mikhil Innani, Managing Director & CEO, Ms. Diksha Nangia Whole Time Director & CFO, Authorized Signatories (the “Authorized Officers”) be and are hereby authorized severally to approve and finalize, sign, execute and deliver documents and to do all acts in relation to the issue of Debentures but not limited to the following: (i) approve of and to decide on the terms & conditions of the raise; (ii) finalize the platform for raising funds; (iii) appointment of Debenture trustee and other intermediaries, if any,; (iv) determine the date of opening and closing of the Debenture issue and the period for which the issue shall remain open; (v) finalize the date of allotment and allotment of Debenture to the subscribers/ investors; (vi) sign the Debenture Certificate; (vii) to sign the Debenture Subscription Agreement; (viii) execute, file and deliver all necessary documents, instruments and to do all acts necessary for the issuance of Debentures.”

4. Appointment of Ms. Priyanka Roy (DIN: 08543919) as a Non-Executive and Independent director for a term of five consecutive years.

To be considered fit to be passed as Ordinary Resolution:

RESOLVED THAT pursuant to provisions of sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (‘Act’), including the rules made thereunder read with Schedule IV to the Act and regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) and other applicable provisions of the SEBI Listing Regulations and relevant circulars issued by the Reserve Bank of India (‘RBI’) from time to time (including any amendment(s), modification(s), variation(s) or re-enactment(s) thereof for the time being in force), Priyanka Roy (DIN: 08543919), who qualifies for being appointed as Independent Director, being so eligible, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years, w.e.f the date of the meeting till September 17, 2029.

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38th Annual Report 2023-24

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RESOLVED FURTHER THAT the Board and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”.

5. Remuneration payable to Ms. Priyanka Roy (DIN: 08543919), for the financial year ending March 31, 2025 as the Non-Executive and Independent director pursuant to Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

To be considered fit to be passed as Special Resolution:

RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions of the Companies Act, 2013 and rules made thereunder and Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), consent of the members of the Company be and is hereby accorded in relation to the payment of remuneration by way of sitting fees and commission to Ms. Priyanka Roy (DIN:08543919) Non-Executive Independent Chairperson of the Company, which is exceeding 50% (fifty percent) of the aggregate remuneration/ commission paid / payable to all Non-Executive Directors of the Company for the said financial year.”

RESOLVED FURTHER THAT the Board and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”.

6. Re-appointment of Ms. Diksha Nangia (DIN:07380935), as Whole Time Director of the Company

To be considered fit to be passed as Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 196, 197, 198, 203 and Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the members of the Company be and is hereby accorded for re-appointment of Ms. Diksha Nangia (DIN:07380935), as Whole Time Director of the Company for a term of five (5) years from the expiry of her present term of office, viz. with effect from January 23, 2025 to January 22, 2030 on such terms and conditions as stated in the Explanatory Statement to this notice.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary and Compliance Officer, be and are hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

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38th Annual Report 2023-24

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7. Material Related Party Transaction with Directors/Promoters of the Company

To be considered fit to be passed as Special Resolution:

“RESOLVED THAT pursuant Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), approval and recommendation of the Audit Committee and the Board of Directors of the Company and subject to such other approvals, consents, permissions, and sanctions of any authorities as may be necessary, the consent of the shareholders be and is hereby accorded to enter into a material related party transaction(s) with the Directors and Promoters of the Company on such terms and conditions as set out in the explanatory statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorized to finalize, settle, and execute such documents, deeds, writings, papers, and/or agreements as may be required, and to do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient for giving effect to this resolution.

By order of the Board of Directors For Apollo Finvest (India) Limited

August 02, 2024 Mumbai

Sd/Prachi Jain Company Secretary & Compliance Officer Membership No.: A67085 Registered Office: Unit No. 803, Morya Blue Moon, 8th Floor, Veera Desai Industrial Estate,Andheri Link Road, Andheri (West), Mumbai –400 053 CIN: L51900MH1985PLC036991 Phone: 022-62231667/68

Email: info@apollofinvest.com Website: www.apollofinvest.com

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38th Annual Report 2023-24

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Notes:

1. The Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 14/ 2020 dated April 8, 2020, and 17/ 2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, No.02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, No. 21/2021 dated December 14, 2021, Circular No. 03/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023. (collectively referred to as “MCA Circulars'') has permitted the holding of the annual general meeting through Video Conferencing (“VC”) or through other audio-visual means (“OAVM”), without the physical presence of the Members at a common venue till September 2024.

In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and MCA Circulars, the 37th Annual General Meeting (“Meeting” or “AGM”) of the Company is being held through VC / OAVM on Wednesday, September 18, 2024, at 11:30 A.M. (IST). The proceedings of AGM are deemed to be conducted at the Registered Office of the Company situated at Unit No. 803, Morya Blue Moon, 8th Floor, Veera Desai Industrial Estate, Andheri Link Road, Andheri (West), Mumbai – 400 053.

1. The Explanatory Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013 (“the Act”) and as required under Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) in respect of Special Business under Item No. 3, 4, 5, 6,7 of the accompanying Notice is annexed hereto. The Company has received relevant disclosure/consent from the Directors seeking appointment/re-appointment.

2. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the 38th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

3. Institutional / Corporate Shareholders (i.e., other than Individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG Format) of their respective Board or Governing Body Resolution / Authorization etc., authorizing their representative to attend the AGM through VC / OAVM on their behalf and to vote through remote e-Voting. The said Resolution / Authorization shall be sent to the Company on compliance@apollofinvest.com and to the by e-mail on its registered e- mail address to "gaurav.sainani@legalixir.com" with a copy marked to

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

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38th Annual Report 2023-24

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ELECTRONIC DISPATCH OF ANNUAL REPORT :

1. Pursuant to Sections 101 and 136 of the Companies Act, 2013 read with Rule 18(1) of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated january 05, 2023 the Notice calling the 38th AGM along with the Annual Report for the Financial Year ended March 31, 2024, inter alia indicating the process and manner of remote e-voting are being sent by email on the email addresses of the Members as registered with Depositories/ Registrar and Share Transfer Agent. Members may also note that the Annual Report 2023-24.

2. The Notice convening the AGM are also available on the Company’s website www.apollofinvest.com, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of Central Depository Services (India) Limited (CDSL) www.cdslindia.com

3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations and MCA Circulars read with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR /P/2020/242 dated December 09, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system (e-Voting from a place other than venue of the AGM) (“remote e-Voting”) as well as e-Voting during the proceedings of the AGM (“e-Voting at the AGM”) will be provided by CDSL.

Remote E-voting period

The remote E-voting period will be available during the following period: Day, date, and time remote E-voting:

Commencement	Sunday, September 15, 2024, at 10:00 A.M. (IST)
Conclusion	Tuesday, September 17, 2024, at 05:00 P.M. (IST)

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38th Annual Report 2023-24

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1. The Company has fixed Tuesday September 10, 2024, as the “Cut-off date” for identifying the Members who shall be eligible for participation in the AGM through VC/OAVM facility and voting either through remote e-Voting during the remote e-Voting period or through e-Voting during the AGM. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off date shall be entitled to attend the AGM and to vote on the Resolutions as set-forth in the Notice. The voting rights of the Members, in respect of remote e-Voting or e-Voting during the AGM, shall be reckoned in proportion to their share in the paid-up equity share capital as on the cut-off date. A person who is not a Member as on the cut-off date should treat Notice of this AGM for information purposes only.

2. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on a first-come first-served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of a first-come first-served basis.

3. Participation of Members through VC /OAVM will be reckoned for the purpose of the quorum for the AGM as per Section 103 of the Act.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

5. The Board of Directors has appointed Mr. Gaurav Sainani, Partner of M/s. SGGS & Associates, Company Secretaries in Practice having Membership No.: A36600 and Certificate of Practice No.: 24482, as a Scrutinizer to scrutinize the voting process in a fair and transparent manner.

Issuance of Securities in Dematerialized Form in case of Investor Service Requests

We would further like to draw your attention to SEBI Notification dated January 24, 2022 and SEBI Circular SEBI/HO/MIRSD/ MIRSD_ RTAMB/P/ CIR/2022/8 dated January 25, 2022 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023. Accordingly, while processing service requests in relation to:

• 1.Issue of duplicate securities certificate;

• 2.Claim from Unclaimed Suspense Account;

• 3.Renewal / Exchange of securities certificate;

• 4.Endorsement;

• 5.Sub-division / Splitting of securities certificate;

• 6.Consolidation of securities certificates/folios;

• 7.Transmission; and,

• 8.Transposition.

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The Company shall issue securities only in dematerialized form. For processing any of the aforesaid service requests the securities holder/claimant shall submit duly filled up Form ISR-4.

1. Members are requested to intimate changes, if any, about their name, postal address, e-mail address, telephone/mobile numbers, PAN, power of attorney registration, Bank Mandate details, etc., to their Depository Participant (“DP”) in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, in prescribed Form No. ISR-1, quoting their folio number and enclosing the self-attested supporting document. Further, Members may note that SEBI has mandated the submission of PAN by every participant in the securities market.

2. As per the provisions of Section 72 of the Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nominations are requested to register the same by submitting Form No.SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form SH-14. Members who are either not desiring to register Nomination or would want to opt out, are requested to fill and submit Form No. ISR-3. The said forms can be downloaded from the RTA’s website at https://web.linkintime.co.in/KYC-downloads.html. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the shares are held in physical form, quoting their folio no.

3. We hereby request to holders of physical securities to furnish the documents/details, as per the table below for respective service request, to the Registrars & Transfer Agents i.e., Link Intime India Private Limited:

Intime India Private Limited:
S.No.	Particulars	Form
1	PAN	ISR - 1
2	Address and PIN Code
3	Email-Id
4	Mobile Number
5	Bank Account Details
6	Demat Account Number
7	Specimen Signature	ISR – 2
8	Nomination Details	SH - 13
9	Declaration to opt-out Nomination	ISR – 3
10	Cancellation or Variation of Nomination	SH - 14

All the aforesaid forms can be downloaded from the website of the Company at: https:// www.apollofinvest.com and from the website of the RTA at https://web.linkintime.co.in/KYCdownloads.html

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38th Annual Report 2023-24

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1. The Company has also sent the letters to the Shareholders of the Company holding shares in physical form at their registered addresses, on May 18, 2023, to furnish PAN, KYC details and Nomination pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, read with clarification issued by SEBI Circular SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021.

2. The shareholders may through In-person Verification by producing the original to the authorized person of the RTA, who will retain copies of the document(s) or may furnish original/ photocopies of relevant documents (duly self-attested) with date to RTA i.e. Link Intime at their registered address:

Link Intime India Private Limited C-101, 247 Park, L.B.S. Road, Vikhroli (West), Mumbai – 400 083. Phone: 022-49186270/ 49186260 Email: rnt.helpdesk@linkintime.co.in

Issuance of Securities in Dematerialized Form in case of Investor Service Requests

a.) The voting period begins on September 15, 2024 at 10:00 A.M. and ends on September 17, 2024 at 05:00 P.M.. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date September 10, 2024, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

b.) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

c.) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

d.) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

e.) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants.

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38th Annual Report 2023-24

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Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

f.) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the company. On clicking the e-Voting option, the user will be able to see the e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.
	3. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, users will be able to see the e-Voting option where the e-voting is in progress and also be able to directly access the system of all e-Voting Service Providers.

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38th Annual Report 2023-24

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL Depository	1. If you are already registered for the NSDL IDeAS facility, please visit the e-Services website of NSDL. Open a web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting ‘’ under e-Voting services and you will be able to see the e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2. If the user is not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting options. Once you click on the e- Voting option, you will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein you can see the e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at the above-mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type	Helpdesk details
Individual Shareholders holdingsecurities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSLhelpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at toll free no. 1800 22 55 33
Individual Shareholders holdingsecurities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

a. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on the “Shareholders” module.

Now enter your User ID

• ° For CDSL: 16 digits beneficiary ID,

• ° For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• ° Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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b. After entering these details appropriately, click on “SUBMIT” tab.

c. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

d. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

e. Click on the EVSN for the relevant Apollo Finvest (India) Limited on which you choose to vote.

f. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

g. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

h. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

i. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

j. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

k. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

l. There is also an optional provision to upload BR/POA if any is uploaded, which will be made available to the scrutinizer for verification.

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

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• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; gaurav.sainani@legalixir.com and compliance@apollofinvest.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Instructions for Shareholders attending the AGM/EGM Through VC/OAVM & E-Voting during meeting are as under:

• The procedure for attending the meeting & e-Voting on the day of the AGM/ EGM is the same as the instructions mentioned above for e-voting.

• The link for VC/OAVM to attend the meeting will be available where the EVSN of the Company will be displayed after successful login as per the instructions mentioned above for e-voting.

• Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

• Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• Further shareholders will be required to allow cameras and use the Internet with a good speed to avoid any disturbance during the meeting.

• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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• Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least ten days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at compliance@apollofinvest.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance ten days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at compliance@apollofinvest.com. These queries will be replied to by the company suitably by email.

• Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

• If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Process for those shareholders whose email/mobile no. are not registered with the company/depositories.

• 1.For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) by email to Company/RTA email id.

• 2.For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

• 3.For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33 All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

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Explanatory Statement

(in respect of Special Business pursuant to section 102 of the Act and Regulation

36 of the SEBI Listing Regulations And Secretarial Standard – 2 on General

Meeting:)

Item N0. 3

Approval For Borrowings Through Issue Of Non-Convertible Debentures On Private Placement Basis

In order to meet the fund requirements, the Company proposes to issue and allot, from time to time, secured/ unsecured/ perpetual/ Tier-II subordinated Non-Convertible Debentures (NCDs) on a Private Placement Basis, in one or more tranches, to the eligible investors in accordance with the provisions of Sections 42 and 71 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (“Rules”), SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, relevant provisions of the Reserve Bank of India (RBI) Directions, rules and regulations up to an amount not exceeding Rs. 100 Cores (Rupees One Hundred Crores only).

The Company already had a Limit of Rs. 20 Crore (Rupees twenty Crore) which was approved by the members via Postal Ballot dated May 05, 2024, out of which NCDs worth Rs. 15 Crores have been allotted.

The NCDs may be issued at par or at a premium and on such other terms and conditions as the Board or the Committee may determine. Towards that, the Company hereby seeks approval of the Members by way of a Special Resolution.

The disclosures as required under Section 42 of the Companies Act, 2013 as amended from time to time (the Act) and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time (the Rules) are as under:

a. Particulars of offer including date of passing the Board Resolution:

Resolution for issue of NCDs on a Private Placement Basis for a value not exceeding Rs. 100 Crore (Rupees Hundred Crores only), in one or more tranches, had been passed by the Board in its meeting held on August 02, 2024. The Board shall determine specific terms and conditions of the offer at the time of issuance of respective series/ tranche of NCDs.

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b. Kind of Securities offered and the price at which security is being offered:

Secured/ unsecured/ perpetual/ listed and/or unlisted Non-Convertible Debentures. Issue Price of NCDs shall be determined at the time of issue of respective series/ tranche of NCDs and each tranche may be issued at par or premium or discount depending upon the market scenario and various other factors impacting the price of NCDs in general. The Directors recommend the resolution at item no. 3 of the accompanying Notice, for the approval of the Members by way of Special resolution.

c. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made: Not Applicable.

d. Name and address of valuer who performed valuation: Not Applicable.

e. Amount which the company intends to raise by way of such securities:

Amount aggregating upto Rs. 100 Crores (Rupees Hundred Crores only) in one or more tranches.

f. Material terms of raising such securities, proposed time schedule, purpose or objects of offer, principal terms of assets charged as securities:

The terms of each NCD offer will be decided within one year from the resolution date through discussions with investors. Details will be disclosed in each private placement offer and application letter. The Board or its appointed Committee will determine the terms at the time of issuance.

g. Contribution being made by the promoters or Director either as part of offer or separately in furtherance of objects; NIL

The Special Resolution set out herein shall remain in force for the period of one year from the date of passing of the same.

None of the Directors, Key Managerial personnel of the Company and/or any of their relatives have any particular interest or concern in this item of business except to the extent of the securities, if any, which are/may be held/subscribed by them.

The Board recommend the Resolution at Item No. 3 of the accompanying Notice, for the approval of the Members by way of Special Resolution.

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Item N0. 4 Appointment of Ms. Priyanka Roy (DIN: 08543919) as a Non-Executive and Independent director for a term of five consecutive years.

With a view to broad base the Board with professionals from diverse background, the Board, at its meeting held on August 02, 2024, based on the recommendation of the Nomination and Remuneration Committee (‘NRC’) has proposed to the members of the Company, the appointment of Priyanka Roy (DIN: 08543919) as an Independent Director, not liable to retire by rotation, who shall hold office for a term of five consecutive years commencing from the date of Annual General Meeting till September 17, 2029.

Priyanka Roy is not disqualified from being appointed as a director in terms of section 164 of the Companies Act, 2013 (“Act”). She has confirmed that she is not debarred from holding the office of director by virtue of any order from SEBI or any such authority and has given his consent to act as a director of the Company. The Company has also received declaration from that she meets the criteria of independence as prescribed, both, under section 149(6) of the Act and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and meets the Fit and Proper criteria prescribed by the Reserve Bank of India (‘RBI’) and other applicable guidelines/circulars issued from time to time.

In the opinion of the Board, Priyanka Roy fulfils the conditions as specified in the Act read with rules made thereunder and SEBI Listing Regulations and is independent of the Management. The Board is also of the opinion that Priyanka Roy is a person of integrity and considering his qualifications, extensive knowledge and rich experience in various sectors, his appointment is in the interest of the Company. Given her diverse and rich experience in the legal field, her association would be of immense benefit and value to the Company and, therefore, the Board recommends his appointment as an Independent Director to the members.

Ms. Priyanka Roy is a seasoned Advocate with extensive experience in the legal field. We believe that her addition to our team will significantly enhance our capabilities, especially given our status as a regulated entity. Her expertise and insight will be invaluable in ensuring we navigate legal complexities with confidence and precision.

Brief profile and other requisite details of Priyanka Roy is given under:

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Brief Profile:

Priyanka graduated with a B.A. LLB. (Hons.) degree from the National Law School of India University, Bangalore in 2000, following which she began her career with ICICI Bank, focusing on distressed debt and structured finance. Following her time at ICICI Bank, she was with CRISIL and later joined J. Sagar Associates (JSA) in 2006 where she continued till 2011, after which she left to pursue private practice. Priyanka had been a partner at JSA since 2008. Priyanka’s initial experience was with banking (with a focus on distressed debt and corporate debt restructuring) and structured finance. While at CRISIL, she helped put together rating criteria for structured product offerings, particularly for the then nascent securitisation market in India. During her time at JSA, her practice areas diversified to include mergers and acquisitions, private equity and project finance, particularly in the telecom sector.

In recent times, Priyanka has worked extensively with the GTL Group, having first advised the group on its corporate debt restructuring. She advised Convergent Finance on their investments in Hindustan Foods and Waterfield Advisors on their fund raises and corporate matters. She advises the Dvara group (previously known as IFMR) on their fund raises, corporate restructuring and incubation funding and also advises companies in the fintech space. Priyanka was recognised by Asia Law Leading Lawyers, in its 2016 edition, as a leading lawyer in Asia and was also recommended as a leading individual in India for banking and finance by IFLR (a Euromoney publication).

The generic copy of letter of appointment setting out the terms and conditions of her appointment is available for inspection by the members.

In terms of regulation 25(2A) of the SEBI Listing Regulations, a special resolution is required to be passed for appointment of an Independent Director and accordingly, approval of members is being sought for appointment of Priyanka Roy as an Independent Director, not liable to retire by rotation, to hold office for a term of five (5) consecutive years with effect from the date of meeting till September 17, 2029 (both days inclusive).

Priyanka Roy, being the appointee is deemed to be interested in this item of business.

Save and except above, no other Director/Key Managerial Personnel and/or their relatives, are directly or indirectly concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company, in the resolution set out at item No 4 of the Notice.

The Board recommends passing of the special resolution as set out at item No.4 of the Notice for approval by members.

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Item No. 5

Remuneration payable to Ms. Priyanka Roy (DIN: 08543919), for the financial year ending March 31, 2025 as the Non-Executive and Independent director pursuant to Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With a view to broad base the Board with professionals from diverse background, the Board, at its meeting held on August 02, 2024, based on the recommendation of the Nomination and Remuneration Committee (‘NRC’) has proposed to the members of the Company, the appointment of Priyanka Roy (DIN: 08543919) as an Independent Director, not liable to retire by rotation, who shall hold office for a term of five consecutive years commencing from the date of Annual General Meeting till September 17, 2029.

As per the requirement of Regulation 17 (6) (a) and (ca) SEBI (LODR) Regulations, 2015, if any fees and compensation payable to a single Non-Executive Director exceeds fifty percent (50%) of the total remuneration payable to all the Non-Executive Directors, the same shall require approval of Shareholders by way of a Special Resolution.

Pursuant to above said provision, the Company hereby seeking the approval of the shareholders for payment remuneration / fees to Ms. Priyanka Roy, which is likely to exceed fifty percent (50%) of the total remuneration payable to all the Non-Executive Directors during the said financial year.

Priyanka Roy, being the appointee is deemed to be interested in this item of business. Save and except above, no other Director/Key Managerial Personnel and/or their relatives, are directly or indirectly concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company, in the resolution set out at item No 5 of the Notice. The Board recommends passing of the special resolution as set out at item No.5 of the Notice for approval by members.

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Item No. 6

Re-appointment of Ms. Diksha Nangia (DIN:07380935), as Whole Time Director of the Company.

Ms. Diksha Nangia is currently the Chief Financial Officer and Whole Time Director (“WTD & CFO”) of the Company. She was appointed as the WTD & CFO of the Company for a period of five (5) years effective from January 23, 2025, and ending on January 22, 2030.

Based on the strong performance of the Company and increase in shareholder value, under the leadership of Ms. Diksha Nangia and other key factors as elaborated below, the Nomination and Remuneration Committee considered it appropriate to recommend to the Board re-appointment of Ms. Diksha Nangia as WTD & CFO of the Company, commencing on January 23, 2025, and ending on January 22, 2030 (“the Proposed Term”) on the terms and conditions, as contained in this explanatory statement. Accordingly, the Board, based on the recommendation of the Committee, at its meeting held on August 02, 2024, has approved the re-appointment of Diksha as WTD & CFO of the Company for the proposed term on the terms and conditions as stated in this explanatory statement.

Ms. Diksha Nangia, as Whole Time Director and Chief Financial O cer of Apollo Finvest (India) Limited, leads an internet first pure play transactional NBFC. She has eight plus years of experience of building financial models and managing credit risk products at scale. At Apollo, she is building a robust risk monitoring platform that will enable any Company to build its own, modern and scalable financial product. Prior to Apollo Finvest (India) Limited, Diksha managed credit at HDFC Ltd. (India's largest mortgage lender) and built large financial models in the ING Vysya's investments team. Diksha is a CFA Charter holder who holds an MBA in finance from NMIMS and a Bachelor's degree from Mumbai University.

The broad terms and conditions of re-appointment of, including remuneration payable to Ms. Diksha Nangia are as follows:

1. Remuneration:

• Basic Salary: Such amount as may be decided by the Nomination and Remuneration Committee, subject to a maximum remuneration of not exceeding Rs. 7,00,000/- (“Seven Lakh Rupees”) per month.

• Perquisites and Allowances:

• Special Allowance: Special Allowances at 50% of Basic salary.

• Medical Reimbursement: reimbursement of actual medical expenses incurred by Ms. Diksha Nangia and her family

• Club fees: Actual fees of the clubs to be paid by the Company

• Personal Accident Insurance: Actual premium to be paid by the Company.

• Car: Facility of car(s) with Driver for the business of the Company.

• Telephone: reimbursement of mobile phone and internet charges.

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• Reimbursement of expenses: reimbursement of all the expenses incurred for the business of the Company in accordance with applicable rules.

• Contribution to provident and superannuation funds: Company’s contribution to Provident

• and Superannuation funds will be as per the rules of the Company.

• Gratuity: Company’s contribution to gratuity will be as per the rules of the Company.

3. Minimum Remuneration:

If in further 3 Financial Years of the tenure of Ms. Diksha Nangia as the CFO and Whole Time Director of the Company, the Company has no profits or its profits are inadequate, she shall be entitled to minimum remuneration by way of basic salary, perquisites, allowances within limits prescribed under Section II, Part II of Schedule V to the Companies Act, 2013, as amended from time to time.

The annual increase, if any, in salary effective April 1, 2025, is to be decided by the Board of Directors on the recommendations of the Nomination and Remuneration Committee of the Board. Ms. Diksha Nangia shall not be entitled to any sitting fee for attending meetings of the Board and/or any Committee of Board. A brief about her nature of expertise in specific functional areas, other directorships and committee memberships, her shareholding, and his relationship with other directors in the Company are appended to the Notice hereto. She satisfies all the conditions as set out in Part-I of Schedule V and Section 196(3) of the Act for being eligible for re-appointment. She is neither disqualified from being appointed as Director in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any such other authority.

The information as required to be disclosed under Section II of Part II of Schedule V to the Act, forms part of this Notice and enclosed in Annexure - A.

Relevant details relating to appointment of Ms. Diksha Nangua as required by the Act, the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the ICSI are provided in Annexure – B to this Notice.

Except for Ms. Diksha Nangia and her relatives including Mr. Mikhil Innani, who is the husband of Diksha, no other Director, Key Managerial Personnel, or their relatives are in any way concerned or interested in the resolutions contained under Item No. 6 of the Notice.

Accordingly, the Board recommends the resolutions, as set out in Item no. 6 to this Notice to be approved by the shareholders.

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Item No. 7 Material Related Party Transaction

Background

Apollo Finvest (India) Limited, a Registered Scale Based Non-Banking Financial Company (NBFC), is actively engaged in the business of Digital Lending in strict adherence to the Digital Lending Guidelines issued by the Reserve Bank of India (RBI). As a regulated entity, the company is required to maintain sufficient working capital to sustain its lending operations. In pursuit of this objective, the management has resolved to raise debt through various channels, one of which involves securing debt from its promoters and directors.

The Audit Committee and the Board of Directors have duly provided their approval for this initiative, subject to compliance with the borrowing limits prescribed under the Companies Act, 2013, or any other relevant approvals obtained. This decision is made in accordance with the provisions of the Act and is aimed at ensuring that the company remains well-capitalized to continue its lending activities efficiently.

This resolution aligns with the statutory requirements and internal policies of the company, ensuring that all debt-raising activities are conducted within the legal framework and regulatory guidelines set forth by the governing authorities.

Proposal

The Company proposes to enter into a material related party transaction with the Directors and Promoters of the Company for taking an unsecured loan. Further the aforesaid omnibus approval shall be valid upto the date of AGM subject to maximum of 20 Crore in the FY 2024-25 and FY 2025-26. The details of the proposed transaction as required pursuant to SEBI Master Circular No SEBI/HO/CFD/PoD2/CIR/P/2023/120dated July 11, 2023 are as follows:

Particulars	Details of the Transaction
Type of Transaction	Loan from Directors/Promoters
Material terms and particulars of the proposed transaction	The transaction involves taking an unsecured loan of up to Rs. 15 Crores from the Directors and Promoters of the Company.The loan is on arm's length terms and the interest rate is competitive compared to market rates which varies from 10.25% to 14%. The rates are subject to review as per the mutual requirements, subject to them being only on arm’s length terms.The funds will support the Company's working capital requirements and ongoing projects.
Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest	Mikhil Ramesh Innani – Managing Director & CEO/ Promoter Diksha Nangia – Whole Time Director & CFO / PromoterAnju Ramesh Innani - Promoter
Tenure of the proposed transaction	At least 12 Months
Value of the proposed transaction	Aggregating to Rs. 15 Crore

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The percentage of the listed entity’s annual standalone turnover,for the immediately preceding financial year,that is represented by the value of the proposed transaction	71.16%
Details of the source of funds in connection with the proposed transaction	The Directors/Promoter shall lend from their owned funds and not from borrowed funds.
Justification as to why the RPT is in the interest of the listed entity	This fund will help the Company to maintain sufficient working capital to sustain its lending operations.
A copy of the valuation or other external party report, if any such report has been relied upon	Not Applicable
Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPTon a voluntary basis	Not Applicable

The Audit Committee and the Board of Directors have reviewed and approved the transaction, and are of the opinion that the transaction is in the best interest of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding and directorships in the Company. The Board recommends the passing of the resolution as set out at Item No. 7 of the Notice as a Special Resolution.

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Annexure- A

Statement pursuant to Section II of Part II Of Schedule V to the Companies Act, 2013, in respect of item no. 6 of the Notice

1. General Information

a. Nature of industry: Non- Banking Financial Company (NBFC)

b. Date or expected date of commencement of commercial production: Not applicable

c. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable

• d. Financial performance based on given indicators:

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Income from Operation & other income	2,108	4,615
Profit/(Loss) before tax	1,020	1,453
Profit/(Loss) after tax	801	1,008

e. Foreign investments or collaborations, if any: NIL

2. Information about the appointee

Ms. Diksha Nangia – Whole Time Director & Chief Financial Officer

a. Background Details:

Ms. Diksha Nangia, as Whole Time Director and Chief Financial O cer of Apollo Finvest (India) Limited, leads an internet first pure play transactional NBFC. She has eight plus years of experience of building financial models and managing credit risk products at scale. At Apollo, she is building a robust risk monitoring platform that will enable any Company to build its own, modern and scalable financial product. Prior to Apollo Finvest (India) Limited, Diksha managed credit at HDFC Ltd. (India's largest mortgage lender) and built large financial models in the ING Vysya's investments team. Diksha is a CFA Charter holder who holds an MBA in finance from NMIMS and a Bachelor's degree from Mumbai University.

Corporate Overview

Statutory Report

Financial Reports

38th Annual Report 2023-24

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a. Past remuneration:

a. Past remuneration:
Financial Year	Amount(in Rs.)
2022-23	30,00,000
2023-24	60,00,000

c. Recognition or awards: NA

d. Job profile and his suitability:

Ms. Diksha Nangia holds a CFA Charter and has been involved in the Finance and Risk Department of Apollo Finvest (India) Limited. Her sincere efforts and dedication has been a major source for the growth of the Company. The Company has shown tremendous growth under her able leadership.

e. Remuneration proposed:

Details on proposed remuneration have been stated in the Explanatory Statement to Item No. 6 of this Notice.

f. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin):

The remuneration as proposed is comparable to that drawn by peers in similar capacity in the industry and is commensurate with the size and nature of the business of the Company and the responsibilities shouldered by him.

f. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

Besides the remuneration paid/payable, Ms. Diksha Nangia does not have any pecuniary relationship with the Company or relationship with any other managerial personnel and Directors except with Mr. Mikhil Innani who is the husband of Ms. Diksha Nangia. Ms. Diksha Nangia forms part of the Promoter Group of the Company and is related to the Promoters of the Company. She also holds 7,91,864 Equity Shares, amounting to approximately 21% of the paid-up share capital of the Company.

Corporate Overview

Statutory Report

Financial Reports

38th Annual Report 2023-24

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3. Other Information

• a. Reasons of loss or inadequate profits:

The Company is in a growth stage and is working towards scaling its operations and achieving Financial Inclusion. As part of scaling, the company may also be hiring more employees, developing their skills, and building a stronger team to support various functions.

• b. Steps taken or proposed to be taken for improvement:

The Company is looking to scale up its operations and increase the loan book size of the Company which will lead to improved profitability and during the current financial year, the Company has established good track records on performance and profits.

• c. Expected increase in productivity and profits in measurable terms:

The Company has taken various initiatives to improve its market share and financial performance. It has been aggressively pursuing and implementing its strategies to improve financial performance.

Corporate Overview

Statutory Report

Financial Reports

38th Annual Report 2023-24

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Annexure- B

Details of Director seeking Appointment at the forthcoming Annual General Meeting [Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

Name of Director	Diksha Nangia	Priyanka Roy	Mikhil Innani
DIN	07380935	08543919	02710749
Date of Birth	07/12/1987	24/07/1975	03-11-1988
Age	36 Years	49 Years	35 Years
Date of firstappointment on theBoard	August 09, 2019	This is the first appointment on the Board of Apollo Finvest (India) Limited	24-07-2018
Qualification	CFA Charter holder, MBA in finance	B.A. LL.B (Hons)	Post Graduation in Computer Science
Experience andExpertise	Financial Sector	Member, Bar Council, Maharashtra & Goa	He has an experienceof more than 10 years.
No. of Meetings of the Board attended duringthe year	Ms. Diksha Nangia attended 5 Board Meetings during the Financial Year 2023-24.	NA	Mr. Mikhil Innani attended 5 Board Meetings during the Financial Year 2023-24.
List of Directorship of other Boards	AFL Securities India Private Limited	Nil	AFL Securities India Private Limited
List of Membership/ Chairmanship of Committees of other Boards	Nil	Nil	Nil
Resignation during past 3 yearsfrom listed Companies	NA	Nil	NA
Shareholding inCompany	791,864 (21.22%)	Nil	791,864 (21.22%)
Relationship with other Directors, Manager and other Key Managerial Personnel of theCompany	Wife of Mr. Mikhil Innani, the Managing Director & CEO of the Company.	NA	Husband: Ms. Diksha Nangia, Whole Time Director & CFO
Terms and Conditions of appointment	As per the Nomination and Remuneration Policy of the Company as displayed on the Company’s website i.e. www.apollofinvest.com	As per the Nomination and Remuneration Policy of the Company as displayed on the Company’s website i.e. www.apollofinvest.com	As per the Nomination and Remuneration Policy of the Company as displayed on the Company’s website i.e.www.apollofinvest.com
Details of remunerationlast drawn	60,00,000	Nil	60,00,000
Justification forchoosing the appointees for appointment	Diksha Nangia, as Chief Financial Officer of Apollo Finvest (India) Limited, leads an internet first pure play transactional NBFC. She has eight plus years of experience of building financial models and managing credit risk products at scale. At Apollo, she is building a robust risk monitoring platform that will enable any Company to build its own, modern and scalable financial product. Prior to Apollo Finvest (India) Limited, Diksha managed credit at HDFC Ltd. (India's largest mortgage lender) and built large financial models in the ING Vysya's investments team. Diksha is a CFA Charter holder who holds an MBA in finance from NMIMS and a Bachelor's degree from Mumbai University.	Ms. Priyanka Roy is a seasoned Advocate with extensive experience in the legal field. We believe that her addition to our team will significantly enhance our capabilities, especially given our status as a regulated entity. Her expertise and insight will be invaluable in ensuring we navigate legal complexities with confidence and precision.	Mr. Mikhil Innani is the CEO & Managing Director of the Company. He is currently building the “AWS for Lending” platform which enables any company to start digital lending in under 48 hours. He looks after the overall management subject to directions, supervision and control of the Board of the Directors of the Company. His sincere efforts and dedication has been a major source for the growth of the Company. The Company has shown tremendous growth under his able leadership.

Corporate Overview

Statutory Report

Financial Reports