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.)

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:

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:

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