Directors Report of Apex Capital And Finance Ltd.

Mar 31, 2024

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

BACKGROUND:

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

STATE OF THE COMPANY’S AFFAIRS:

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

FINANCIAL SUMMARY:

The Company’s financial results are as under:

Particulars	(Rs. in Thousand)
	FY 2023-24	FY 2022-23
Total Revenue	1,02,902.42	51,113.11
Expenses:
Employee Benefit Expenses	9019.70	6,746.51
Depreciation	4.46	4.97
Finance Cost	29,865.00	31,178.40
Administration & Other Expenses	4,023.21	4,393.30
Profit Before Tax	59,990.05	8,789.93
Tax Expenses:
Less: Current Tax	15,098.19	2,427.90
Deferred Tax (Assets)/Liability	4.71	4.37
Tax adjustment for earlier years	-	10.63
Profit After Tax	44,887.15	6,347.03

BUSINESS PERFORMANCE:

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

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

TRANSFER TO STATUTORY RESERVE:

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

DIVIDEND:

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

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

In the opinion of the Board, there has been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate and the date of this Report.

SHARE CAPITAL OF COMPANY:

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

ISSUE OF CONVERTIBLE SHARE WARRANTS:

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

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

SUBSIDIARIES & ASSOCIATES:

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

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

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

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

INTERNAL FINANCIAL CONTROL SYSTEM:

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

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

VIGIL MECHANISM:

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

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

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

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

COMPLIANCE:

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

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

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

PUBLIC DEPOSITS:

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

RBI GUIDELINES:

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

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under report:

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

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

BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors

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

Audit Committee

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

Sh. Ramesh Shah - Chairman

Smt. Promila Bhardwaj - Member

Sh. Shekhar Singh - Member

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

Nomination and Remuneration Committee

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

Smt. Promila Bhardwaj - Chairperson

Sh. Ramesh Shah - Member

Sh. Sumit Choudhary - Member

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

Stakeholders Relationship Committee

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

Sh. Sumit Choudhary - Chairman

Sh. Ramesh Shah - Member

Sh. Sandeep Kumar - Member

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

Securities Committee

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

Sh. Ramesh Shah - Chairman

Sh. Shekhar Singh - Member

Sh. Sumit Choudhary - Member

Finance and Executive Committee

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

Sh. Shekhar Singh - Chairman

Sh. Sumit Choudhary - Member

Sh. Sandeep Kumar - Member

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

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

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

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

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

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

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

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

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

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

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

Details of the Board and Committee Meetings:

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

S. No.	Board/ Committee	No. of Meetings	Date of Meetings
1	Board Meeting	4	29.05.2023 & 05.06.2023*
			10.08.2023
			14.11.2023
			14.02.2024
2	Audit Committee	5	29.05.2023
			05.06.2023
			10.08.2023
			14.11.2023
			14.02.2024
3	Nomination and Remuneration Committee	1	28.03.2024
4	Stakeholders’ Relationship Committee	1	28.03.2024
5	Finance & Executive Committee	2	20.09.2023 01.01.2024

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

Attendance of Directors/Members at Board and Committee Meetings:

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

Name of Director	Board Meeting	Audit Committee Meeting	Nomination and Remuneration Committee Meeting	Stakeholders’ Relationship Committee Meeting	Finance & Executive Committee
Sh. Ramesh Shah	3	4	1	1	N.A.
Smt. Promila Bhardwaj	4*	4	1	N.A.	N.A.
Sh. Sumit Choudhary	4*	N.A.	1	1	2
Sh. Shekhar Singh	4	5	N.A.	N.A.	2
Sh. Sandeep Kumar	4	N.A.	N.A.	1	2

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

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP(S)/COMMITTEE POSITION(S)

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

CODE OF CONDUCT:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

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

Name of Director	Ratio to median remuneration
NIL	NIL

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

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

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

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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

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

ANNUAL RETURN:

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

CORPORATE GOVERNANCE:

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

CERTIFICATE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS:

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

STATUTORY AUDITORS AND THEIR REPORTS:

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

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

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

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

SECRETARIAL AUDITORS AND THEIR REPORT:

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

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

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

INTERNAL AUDITORS:

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

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

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE
COMPANIES ACT, 2013:

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

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

b. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of your Company at the end of the Financial Year and of the Profit of the
Company for that period;

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

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

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

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

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

FAMILIARIZATION PROGRAMME:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

FIT AND PROPER CRITERIA:

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

MAINTENANCE OF COST RECORDS:

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

PREVENTION OF INSIDER TRADING:

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

INVESTOR EDUCATION AND PROTECTION FUND:

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

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors of
Apex Capital and Finance Limited

Place: New Delhi (Ramesh Shah)

Date: 14.08.2024 Chairman

DIN:00029864

---

Mar 31, 2018

To

The Members,

The Directors have the pleasure to present the 33^rd Annual Report of the Apex Home Finance Limited (“Company”) for the year ended March 31, 2018 along with the audited standalone financial statements for the year ended March 31, 2018.

BACKGROUND:

Your Company was incorporated under Companies Act, 1956 on June, 18 1985. The Company is a Non Deposit Accepting Non-Banking Finance Company (“NBFC”), holding “Certificate of Registration no. B.14.00473 from the Reserve Bank of India (“RBI”) dated May, 06 2002. The Equity Shares of the Company are currently listed on BSE Limited (BSE) with effect from 23^rd March, 2018.

FINANCIAL SUMMARY:

The Company’s financial results on standalone basis are as under:

(Amount in Rs.)

Description	Standalone
	FY 2017-2018	FY 2016-2017
Total revenue	1,71,27,719	1,21,80,488
Expenses:
Employee Benefit Expenses	42,99,481	10,15,499
Depreciation	9,376	-
Administration & Other Expenses	69,20,151	8,45,751
Profit before tax	58,98,711	1,03,19,238
Tax Expenses:
Less: Current tax	15,21,333	34,25,532
Add: Deferred tax	2,414	-
Less: Tax for earlier years	-	1,15,176
Profit after tax	43,79,792	67,78,530
Earnings Per Share (EPS)
Basic	0.74	1.15
Diluted	0.74	1.15

BUSINESS PERFORMANCE:

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

The revenue of the Company for the year ended March 31, 2018 stood at Rs. 1,71,27,719/- as against Rs. 1,21,80,488/- for the previous year. The Net Profit for the financial year ended March 31, 2018 stood at Rs. 43,79,792/- as against the previous year’s Net Profit of Rs. 67,78,530/-. The Reserves and Surplus as of March 31, 2018 stood at Rs. 17,90,92,789/as against Rs. 17,47,12,997/- for the previous year. The above figures are extracted from the financial statements as per Indian Generally Accepted Accounting Principles (GAAP).

STATE OF THE COMPANY’S AFFAIRS:

Your Company continues to take effective steps in broad-based range of activities as the Company is a NBFC and the main business of the Company is to make loans & advances. The performance of the Company during the period under review has been satisfactory.

TRANSFER TO RESERVES:

As per provisions of Section 45-IC of Reserve Bank of India Act, 1934, the Company is required to transfer an amount not less than twenty percent of its net profit every year to statutory reserve. Therefore, the Company has transferred an amount of Rs. 8,75,958/-, being twenty percent of the net profits of the Company for the financial year ended on March 31, 2018, to the Statutory Reserve.

DIVIDEND:

In view of need to conserve the resources of the Company for the future growth, the Directors of the Company do not recommend any dividend to the shareholders of the Company for the Financial Year 2017-18.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARIES:

As at March 31, 2018 your Company do not have any subsidiary and associate company. During the year under review, neither any company becomes subsidiary/associate nor ceased to be a subsidiary/associate of your Company.

RISK MANAGEMENT:

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

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

VIGIL MECHANISM:

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards, the Company has adopted a Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and/or Whistle Blower Policy in compliance to Companies Act, 2013 and other applicable regulations.

HUMAN RESOURCES:

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

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

COMPLIANCE:

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

PUBLIC DEPOSITS:

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

RBI GUIDELINES:

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

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under report:

- Sh. Sandeep Singh was appointed as an additional director of the Company w.e.f. 01^st September, 2017 and was appointed as Director w.e.f. 26^th September, 2017.

- Sh. Surender Singh resigned from the directorship of the Company w.e.f 24.08.2017.

- Sh. Sandeep Singh, (DIN- 02767062) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

- Sh. Ramesh Shah and Smt. Promila Bhardwaj were appointed as an additional director(s) (independent) of the Company w.e.f. 01^st September, 2017 and were appointed as Director of the Company w.e.f. 26^th September, 2017.

- Ms. Darpan Gupta, Company Secretary resigned w.e.f 31.07.2017.

- Mr. Dinesh Kumar was appointed as a Company Secretary of the Company w.e.f. 01.09.2017.

- Mr. Vivek Mathur resigned from the office of CFO w.e.f. 15.05.2017. Further, Mr. Amit Kumar was appointed as the Chief Financial Officer of the Company w.e.f. 20.05.2017.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

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

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

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

FAMILIARISATION PROGRAMME FOR DIRECTORS:

The Company has familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. Further the Executive Directors and Senior management had provided an overview of Company’s culture and operations to the new Non-Executive and Independent Directors. They were also made familiar with the Organisation’s Structure, Services, Board Procedures, major risks and risk management strategies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year: Not Applicable since no remuneration has been paid to any directors during FY 2017-18.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: There is no increase in the salary of any Key Managerial Personnel during the year under report, therefore the clause is not applicable.;

c. The percentage increase in the median remuneration of employees in the financial year: NIL

d. The number of Permanent employees on the rolls of the Company as at 31^st March, 2018: 7 (Seven)

e. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been no increase in the salaries of the Key Managerial Personnel, hence, no comparison can be made.

f. The key parameters for any variable component of remuneration availed by the directors: Nil

g. Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There are no directors/employees in the Company, who are in receipt of the remuneration in FY 2017-18 in excess of the limit mentioned in Rule 5 (2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The other details as required under Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided at www.apexfinancials.in

COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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

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

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

c. Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of the Company receive any remuneration.

INDEPENDENT DIRECTORS:

The Company has appointed Sh. Ramesh Shah and Smt. Promila Bhardwaj as Independent Directors of the Company w.e.f. 01^st September, 2017 in compliance of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The main business of the Company is financing & granting loans to others. All related party transactions entered into with related parties during the year under report are being approved by the Audit Committee and/or the Board of Directors of the Company. The Audit Committee decided that such transactions are in the ordinary course of business and are on arm’s length basis. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Even though the provisions of Companies Act, 2013 read with rules made thereunder regarding related party transactions are not attracted to such transactions as these are in ordinary course of business and on an arm’s length basis, some transactions were material related party transaction by virtue of the Listing Regulations and hence, the Board and Audit Committee has approved/ratified them. All related party transactions so entered are disclosed in Note no. 23 of Financial Statements of the Company as attached herewith. Information on all transactions with related party pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are also annexed in Form AOC-2 as Annexure “IV” and the same forms part of this report. The Policy relating to related party transactions duly approved by the Board of Directors of the Company has been placed on the Company’s website at www.apexfinancials.in.

BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors:

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

COMMITTEES OF THE BOARD:

Audit Committee:

The Board of Directors of the Company has re-constituted an Audit Committee to look after the Internal Control system of the Company and to review the financial statements inter - alia. The said Committee is consisting of the following directors of the Company:

Sh. Ramesh Shah - Chairman

Smt. Promila Bhardwaj - Member

Sh. Shekhar Singh - Member

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

The Board of Directors of the Company has re-constituted a Nomination and Remuneration Committee to look into the remuneration and compensation of the employees and Directors of the Company. The said Committee is consisting of the following directors of the Company:

Sh. Ramesh Shah - Chairman

Smt. Promila Bhardwaj - Member

Sh. Sumit Choudhary - Member

Stakeholders Relationship Committee:

The Board of Directors of the Company has earlier constituted a committee named as Shareholder Grievances & Share Transfer Committee, which was renamed as “Stakeholders Relationship Committee” to resolve the issues relating to shareholders interest and to look after the approval and execution of transfer of shares. The said Committee is consisting of the following Directors of the Company:

Sh. Sumit Choudhary - Chairman

Sh. Shekhar Singh - Member

Sh. Sandeep Singh - Member

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

EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return of the Company has been provided in investors section at www.apexfinancials.in

MEETINGS OF THE BOARD:

The Board of Directors of the Company met Eight times during the financial year 2017-18. The Agenda and Notice for the Meetings are prepared and circulated in advance to the Directors. The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

Details of the Board and Committee Meetings

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

S. No	Board / Committee	No. of meetings	Date of Meetings
1.	Board Meeting	8	20.05.2017
			25.05.2017
			28.06.2017
			04.07.2017
			31.07.2017
			01.09.2017
			14.11.2017
			13.02.2018
2.	Audit Committee	4	25.05.2017
			31.07.2017
			14.11.2017
			13.02.2018
3.	Stakeholder Relationship Committee	1	18.12.2017
4.	Nomination and Remuneration Committee	1	01.09.2017

Attendance of Directors/Members at Board and Committee Meetings

As per Standard 9 of the Secretarial Standard on Meetings of the Board of Directors (‘SS-1’) issued by the Institute of Company Secretaries of India (‘ICSI’), the attendance of Directors at Board and Committee meetings held during the Financial Year 2017-18 are provided as under:

Name of Director	Board Meeting	Audit Committee Meeting	Stakeholder Relationship Committee	Nomination and Remuneration Committee
Sh. Sumit Choudhary	8	2	1	1
Sh. Shekhar Singh	8	4	1	1
Sh. Surender Singh	5	2	N.A.	N.A.
Sh. Sandeep Singh	3	N.A.	1	N.A.
Sh. Ramesh Shah	3	2	N.A.	N.A.
Smt. Promila Bhardwaj	2	2	N.A.	N.A.

Declaration by Independent Directors:

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Listing Regulations.

CODE OF CONDUCT

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

AUDIT & AUDITORS REPORT:

Statutory Auditors and their Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Shailendra Goel & Associates, Chartered Accountants, New Delhi (FRN-013670N), the Statutory Auditors of the Company, can hold office upto the conclusion of the 37^th Annual General Meeting.

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

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

Secretarial Auditors and their Report:

As required under provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit has been carried out by M/s. S. Behera & Co., Company Secretaries, New Delhi (cP No. 5980) for the FY 2017-18 and their Report forms part of this Annual Report as Annexure “II”.

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

Pursuant to the provisions of Section 204 read with Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board in their meeting held on 25.05.2018, has appointed M/s. S. Behera & Co., Company Secretaries, New Delhi (CP No. 5980) as the Secretarial Auditors of the Company for the Financial Year 2018-19.

Internal Auditor:

Pursuant to the provisions of Section 138 read with Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 25.05.2018, has appointed Ms. Vandana Tarika, Chartered Accountant, New Delhi as the Internal Auditor of the Company for the Financial Year 2018-19.

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

The Company is primarily engaged in NBFC activities. Being a NBFC and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made there under. During the year under review, the Company does not have any Foreign Exchange Earnings and outgo.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF THE COMPANIES ACT, 2013:

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the Annual Accounts for the financial year ended March 31, 2018, on a “going concern basis”.

e. The Board of Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

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

CORPORATE GOVERNANCE:

Since, the paid- up capital of the Company is less than Rs. 10 Crores and Net worth is less than Rs. 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company (A certificate to this effect is enclosed as Annexure “III” which forms part of this report). However, your Company has made every effort to comply with the provisions of the Corporate Governance and to ensure that the interest of the Shareholders and the Company are properly served. It has always been the Company’s endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The management of the Company believes that it will further enhance the level of Corporate Governance in the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, regulatory and government authorities, stock exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the employees and associates for their continued support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors

Apex Home Finance Limited

Place: New Delhi

Date: 25.05.2018 (Ramesh Shah)

Chairman

DIN: 00029864

R/o-A-19, Geetanjali Enclave, New Delhi-110017