The Directors are pleased to present the 32nd Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
(Rs. in lakhs)
|
Particulars
|
2025-26
|
2024-25
|
|
Revenue from operations
|
120.75
|
70.91
|
|
Other income
|
-
|
1.68
|
|
Total Income
|
120.75
|
72.59
|
|
Total Expense
|
140.53
|
101.76
|
|
Profit / (Loss) before tax
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(19.78)
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(29.17)
|
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Tax Expenses
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(10.92)
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-
|
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Profit / (Loss) for the year
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(30.70)
|
(29.17)
|
review of performance and future outlook
The Company earned revenue of Rs. 120.75 lakhs from operations during the financial year 2025-26 as against a revenue of Rs. 70.91 lakhs in the previous financial year. Net loss after tax during the year amounted to Rs. 30.70 lakhs against net loss of Rs. 29.17 lakhs during financial year 2024-25.
The Company does not have any ongoing business operations and does not intend to undertake any new business activities. Further, pursuant to the cancellation of its Certificate of Registration in the financial year 2018-19, the Company is not permitted to carry out any NBFC activities.
The Company, along with National Standard (India) Limited, has filed a Scheme of Merger by Absorption with Lodha Developers Limited, the holding company, before the National Company Law Tribunal, Mumbai Bench on June 11, 2026, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act. Further details on the scheme are provided in the notes to the financial statements.
dividend and reserves
The Board does not recommend any dividend for the financial year under review in view of the losses sustained during the year. No amount is proposed to be transferred to reserves during the year.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the year ended on March 31, 2026 is available on the Company's website at www.roselabsfinancelimited.in .
CHANGES IN SHARE CAPITAL
There was no change in the authorised and paid-up share capital of the Company during financial year 2025-26.
directors and key managerial personnel
Mr. Raghava Reddy Balineni was appointed as Managing Director of the Company for a period of five years with effect from May 31, 2021, pursuant to resolution passed by the members of the Company on September 24, 2021. His term expired
on May 30, 2026. Based on the recommendation of the NRC, on May 29, 2026, the Board of Directors have approved reappointment of Mr. Reddy as Managing Director, for a further period of five years i.e. from May 31, 2026 to May 30, 2031, liable to retire by rotation, subject to approval of the members.
Ms. Sanjyot Rangnekar retires by rotation and being eligible, offers herself for re-appointment. The Board on the recommendation of the NRC has recommended her reappointment at the ensuing AGM. Necessary resolution for her re-appointment forms part of the accompanying AGM notice.
None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could potentially conflict with the interests of the Company at large.
The following are the Key Managerial Personnel of the Company as on the date of this report in terms of Section 203 of the Act:
- Mr. Raghava Reddy Balineni, Managing Director
- Mr. Pravin Kumar Kabra, Chief Financial Officer
- Mr. Gunjan Taunk, Company Secretary & Compliance Officer
Declarations by Independent Directors
The Company has received declarations from all independent directors confirming that (i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; (ii) they are not disqualified from being appointed as directors in terms of Section 164 of the Act; (iii) they are not debarred from holding office of director pursuant to any order of SEBI, MCA or any such other statutory authority; and (iv) they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed that they have successfully registered in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.
BOARD AND BOARD COMMITTEES
The Board is an optimum mix of Executive, Non-Executive, Independent and Women Directors and conforms to the provisions of the Act, Listing Regulations and other applicable regulations. As on March 31, 2026, the Board had four directors, out of which one is an executive director, one is a non-executive,non-independent director and two are independent directors. The Chairperson of the Board is a Non-Executive, Non- Independent Director. There is one woman director on the Board. Appointment/ re-appointment of all directors is subject to periodic approval of the shareholders. The Company does not have any permanent Board seat.
In the opinion of the Board, all the board members possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.
Board Meetings
Five Board meetings were held during the year. These meetings were held on April 18, 2025, July 18, 2025, August 11, 2025, October 17, 2025 and January 20, 2026. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards. The details of Board Meetings held and attendance of the Directors is given hereunder:
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Sr.
No.
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Name of the Director
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Number of meetings which director was entitled to attend
|
Number of meetings attended
|
|
1
|
Mr. Raghava Reddy Balineni
|
5
|
5
|
|
2
|
Ms. Sanjyot Rangnekar
|
5
|
5
|
|
Sr.
No.
|
Name of the Director
|
Number of meetings which director was entitled to attend
|
Number of meetings attended
|
|
3
|
Mr. Prakash Vaghela
|
5
|
5
|
|
4
|
Mr. Mayank Padiya
|
5
|
5
|
Independent Directors' Meeting
In compliance with Schedule IV to the Act and the Listing Regulations, the Independent Directors of the Company met without the presence of the Executive and Non-Executive Directors or any other Management Personnel. During the year ended March 31, 2026, the Independent Directors met twice on August 11, 2025 and March 30, 2026.
Board Committees
The Board has constituted three committees as on March 31, 2026.
Audit Committee
As on March 31, 2026, the Audit Committee comprised Mr. Mayank Padiya, Chairman and Mr. Prakash Vaghela, both independent directors and Ms. Sanjyot Rangnekar, Non-Executive Non-Independent Director. All Members of the Committee have relevant experience in financial matters. The Managing Director and Chief Financial Officer are invitees to the meetings of the Committee. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.
The Audit Committee met five times during the year; on April 18, 2025, July 18, 2025, August 11, 2025, October 17, 2025 and January 20, 2026. All members attended all the meetings held during the year.
Nomination & Remuneration Committee (NRC)
As on March 31, 2026, the NRC comprised Mr. Mayank Padiya, Chairman and Mr. Prakash Vaghela, both Independent Directors and Ms. Sanjyot Rangnekar, Non-Executive Non-Independent Director. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.
The Committee met twice during the year; on April 18, 2025 and July 18, 2025. All members attended all the meetings held during the year.
Stakeholders' Relationship Committee (SRC)
As on March 31, 2026, the SRC comprised Ms. Sanjyot Rangnekar, Chairperson, Non-Executive Non-Independent Director and Mr. Mayank Padiya and Mr. Prakash Vaghela, both Independent Directors. The Company Secretary acts as secretary to the Committee. The composition and terms of reference of the Committee are in compliance with the Listing Regulations and the Act.
The Committee met once during the year on July 18, 2025 and all the members attended the same.
board evaluation
The Board carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the Listing Regulations. Performance of the Board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.
policy on nomination & remuneration of directors, kmps & other employees
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company's website at www.roselabsfinancelimited.in. Salient features of the Policy are reproduced in Annexure I of this Annual Report.
AUDITORS & AUDITOR'S REPORTS Statutory Auditor
MSKA & Associates LLP, Chartered Accountants were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years, at the 27th AGM held on September 24, 2021 and hold office till the conclusion of the forthcoming AGM.
The Statutory Auditor's Report for financial year 2025-26 does not contain any qualifications, reservations, disclaimers or adverse remarks. The Auditor's report is enclosed with this Annual Report.
The term of M/s. MSKA & Associates LLP, Statutory Auditors of the Company expires at the conclusion of the ensuing AGM. The Board of Directors, at its meeting held on April 16, 2026, based on recommendation of the Audit Committee, has recommended the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 32nd AGM till the conclusion of the 37th AGM to be held in the year 2031. Accordingly, an Ordinary Resolution, proposing appointment of M/s Walker Chandiok & Co. LLP, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the 32nd AGM Notice. The Company has received written consent and a certificate that M/s. Walker Chandiok & Co. LLP satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
Secretarial Auditor
Shravan A. Gupta & Associates, Practising Company Secretary was appointed as Secretarial Auditor to conduct Secretarial Audit for the financial year 2025-26 pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for financial year 2025-26 does not contain any qualifications, reservations, disclaimers or adverse remarks. The Secretarial Audit Report is provided in Annexure II of this Annual Report.
particulars of loans, guarantees and investments
The Company has not given any loans, guarantees or provided security or made investments to/in any other company during the financial year under review.
RELATED PARTY TRANSACTIONS
The transactions/contracts/arrangements, falling within the purview of provisions of Section 188 of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act during the financial year under review, were in the ordinary course of business and have been transacted at arm's length basis. Details of transactions entered into with related parties referred to in Section 188(1) of the Act are provided in form AOC-2 which is enclosed as Annexure Ill of this Annual Report.
holding company, subsidiaries, joint venture and associates
The Company is a subsidiary of Lodha Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. The Company does not have any subsidiary, joint venture or associate company.
MANAGEMENT AND INTERNAL CONTROLS Risk Management
Your Company has a robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee reviews adequacy and effectiveness of the Company's internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
Whistle Blower Policy and Vigil Mechanism
The Company's Whistle Blower Policy is in line with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism/ Whistle Blower Policy is posted on the Company's website www.roselabsfinancelimited.in.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not relevant as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company.
The provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.
conservation of energy, technology absorption, foreign exchange earnings and outgo
The Company has no ongoing project and therefore the particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company. During the financial year 2025-26, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
corporate governance report
As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report forms part of this Annual Report.
GENERAL DISCLOSURES
Your Directors state that for the financial year ended March 31, 2026, no disclosures are required in respect of the following
items and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the Board's report.
b. As there are no employees, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefit Act, 1961 are not applicable to the Company.
c. There are no material changes or commitments affecting the financial position of the Company between March 31, 2026 and the date of this report.
d. The Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
e. No instance of fraud has been reported to the Board by the Auditors or any other person.
f. No significant or material orders which impact the going concern status and Company's operations in future were passed by Regulators/Courts/Tribunals (other than as disclosed in this report).
g. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.
h. The Company has not issued any shares (including sweat equity shares) to its employees under any scheme.
i. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
j. The provisions related to Corporate Social Responsibility are not applicable to the Company.
k. No petition/ application has been admitted under the Insolvency and Bankruptcy Code, 2016 by NCLT.
l. The provisions related to Cost Audit are not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof;
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 the Company as at March 31,2026 and of the profit of the Company for the financial year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
acknowledgements
Your directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
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