The Directors are pleased to present the 30^th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

REVIEW OF PERFORMANCE AND FUTURE OUTLOOK

The Company earned revenue of ' 113.65 lakhs from operations during the financial year 2023-24.Net loss after tax during the year amounted to ' 13.20 lakhs against net profit of ' 201.59 lakh during financial year 2022-23.

Pursuant to the cancellation of the Certificate of Registration in the financial year 2019-20, the Company is not permitted to pursue any NBFC activity.

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, 2024 is available on the Company's website at http://www. roselabsfinancelimited.in.

CHANGES IN SHARE CAPITAL

There was no change in the authorized and paid-up share capital of the Company during financial year 2023-24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Sanjyot Rangnekar, Non-Executive Non Independent Director retires by rotation and being eligible, offers herself for re-appointment.Necessary resolution for her reappointment forms part of the accompanying AGM notice.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:

• Mr. Raghava Reddy, Managing Director

• Mr. Pravin Kabra, Chief Financial Officer

• Mr. Gunjan Taunk, Company Secretary & Compliance Officer

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Act and the Listing Regulations and that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

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.

Mr. Abhijeet Shinde ceased to be Company Secretary and Compliance Officer with effect from the closure of business hours on December 22, 2023. Mr. Gunjan Taunk (ACS No. 23346) was appointed as Company Secretary and Compliance Officer of the Company with effect from January 17, 2024.

BOARD AND BOARD COMMITTEES

As on March 31, 2024, the Board comprised 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 Non-Executive, NonIndependent Director.

Board Meetings

Four Board meetings were held during the year. These meetings were held on April 13, 2023, July 13, 2023, October 12, 2023 and January 17, 2024. The gap between two meetings did not exceed the period stipulated in the Act and the Secretarial Standards. The Details of Board Meeting held and attendance of the Directors is given hereunder:

Independent Directors' Meeting

In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent Directors of the Company met without the presence of the Executive Director and other Non- Executive Director or any other Management Personnel. These Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of Executive and Non-Independent Directors and the Board of Directors as a whole, assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively. During the year ended March 31, 2024, the Independent Directors met once on March 29, 2024.

Board Committees

The Board has constituted three committees as on March 31, 2024.

Audit Committee

As on March 31, 2024, the Audit Committee comprises Mr. Mayank Padiya, Chairman and Mr. Prakash Vaghela, both independent directors and Ms. Sanjyot Rangnekar, Non-Executive And 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 and the Company Secretary acts as Secretary to the Committee. The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Act and Regulation 18 read with Part C of Schedule III to the Listing Regulations.

The Audit Committee met four times during the year; on April 13, 2023, July 13, 2023, October 12, 2023 and January 17, 2024. All members attended all meetings held during the year.

Nomination & Remuneration Committee (NRC)

As on March 31,2024, the NRC comprises Mr. Mayank Padiya, Chairman and Mr. Prakash Vaghela, both independent Directors and Ms. Sanjyot Rangnekar, Non-Executive And Non-Independent Director. The terms of reference of the Committee are in line with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations.

The Committee met three times during the year; on April 13, 2023, July 13, 2023 and January 17, 2024. All members attended all the meetings held during the year.

Stakeholders' Relationship Committee

As on March 31, 2024, the Stakeholders' Relationship Committee (SRC) comprised Ms. Sanjyot Rangnekar, Chairperson, Non-Executive And Non-Independent Director and Mr. Mayank Padiya and Mr. Prakash Vaghela, both independent directors.

The Committee met once during the year on April 13, 2023 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 to this Report.

AUDITORS & AUDITOR'S REPORTS• Statutory Auditor

MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company at the AGM held on September 24, 2021 for a second term of five consecutive years and hold office till the conclusion of the AGM to be held in the calendar year 2026.

The Statutory Auditor's Report for financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Auditor's report is enclosed with the financial statements with this Annual Report.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2023-24.

The Secretarial Audit Report for financial year 2023-24 does not contain any qualifications, reservations 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 Companies Act, 2013 for the financial year 2023-24 are given in form AOC-2 which is enclosed to this report as Annexure II.

HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

The Company is a subsidiary of Macrotech 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 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) 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 2023-24, 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 a part of this Annual Report.

GENERALYour Directors state that for the financial year ended March 31, 2024, no disclosure is 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 is not applicable to the Company.

c. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report.

d. The Company has not accepted any deposits during the financial year.

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.

m. The Company did not have any employees during the year and as on March 31, 2024.

DIRECTORS' RESPONSIBILITY STATEMENTPursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a. in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures;

b. Directors had 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 at the end of the financial year and of the profit of the Company for that year;

c. the Directors had 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 had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.