Your Directors have pleasure in presenting the Forty-fourth
Annual Report together with the Audited Statements of
Account of the Company for the financial year ended 31st
March, 2024.

FINANCIAL RESULTS

(Rupees in Lacs)

DIVIDEND

In order to infuse greater transparency and uniformity in
practice, Reserve Bank of India vide its CircularRBI/2021-
22/59 DOR.ACC.REC.No. 23/21.02.067/2021-22 dated
June 24, 2021 has issued guidelines to all Non-Banking
Financial Companies (NBFCs) for declaration of dividends.
These guidelines are effective for declaration of dividend
from the profits of the financial year ended March 31,
2022 and onwards. Accordingly, as the Company has
incurred losses and in order to strengthen its resource
base, your directors have decided not to recommend any
Dividend for the year ended 31st March, 2024, but to
conserve the funds for future contingencies.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
FINANCIAL REVIEW

The total income for the year was Rs.140.14 Lacs as
compared to Rs. 321.11 Lacs in the previous year.
Depreciation was Rs. 48.32 Lacs (Previous Year Rs. 50.48
Lacs). The Provision for Taxation: (i) for the year under
report was NIL. Loss after tax was Rs. (744.80) Lacs.

This year, the company has decided not to transfer any
funds to General Reserve and Statutory Reserve Fund
pursuant to Section 45IC of RBI Act,1934.

The Net Worth of the Company as at 31st March, 2024
stood at Rs. 4859.98 Lacs as against Rs. 5951.24 Lacs
on 31st March, 2023.

NBFCINDUSTRY

The NBFC sector has a significant role in bringing efficiency
and diversity in the financial system. It has evolved
extensively in terms of its operations, technology,
profitability and asset quality and entered into newer areas
of financial services and products. NBFCs are now deeply
interconnected with the entities in the financial sector, on
both sides of their balance sheets.

Being financial entities,they are exposed to risks arising
out of counterparty failures, funding and asset
concentration, interest rate movement and risks pertaining
to liquidity and solvency, as any other financial sector
player.

Business Review

The Company's operations continue to be mainly focused
in the areas of Inter-corporate Investments, Capital Market
activities and Financing. Segment-wise brief outline of
financial and operational performance during the year under
report is as under:

(i) Investments

The Company's investment portfolio is reviewed from
time to time to buy securities to add to its Portfolio or
to sell in order to make Capital gains. Details of
Company's investments are given under Note No. 8
to Financial Statements of the Company for the year
ended 31st March, 2024. The total worth of
Company's Quoted and Unquoted Investments in
Shares and Securities (Including Stock-in-trade) as
at 31st March, 2024 is Rs. 3277.71 Lacs (Previous
Year Rs. 3698.02 Lacs). The Company has adopted
IND-AS from 1st April, 2019. Under IND-AS,
investments are valued at fair value whereas in case
of IGAAP, Long term investments were valued at
lower of cost or fair value.

During the year under report, the Company:

(a) has made disinvestment of Rs. 50.57 Lacs from
its Non-current Quoted and Non-Quoted Equity

Investments as against Rs. 37.47 Lacs in the
Previous Year.

(b) booked a net profit of Rs. 42.02 Lacs on sale
of Non-Current investments as against Rs.
102.92 Lacs in the previous year.

(c) earned income by way of Dividend of Rs.
135.67 Lacs against Rs. 314.64 Lacs in the
previous year.

(ii) Finance

Interest on Inter-corporate Deposit:

During the year under report the Company has not
earned any interest income on Inter Corporate
Deposits.

Changes in Key Financial Ratios:

Note: The Company is not having any Debt/Borrowings
as at 31st March, 2024. Also, the Company is not
into Customer based products which are
manufactured/produced by the Company. Hence,
as required under Part B of Schedule V to SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Debtors Turnover Ratio,
Inventory Turnover Ratio and Interest Coverage
Ratio have not been provided.

Opportunities and Threats

As various factors are posing constant threats and high
volatility in the Capital Markets, it appears beneficial to
diversify the portfolio to reduce the risk and insulate from
the vagaries of stock-market. Mutual Funds help to reduce
risk through diversification and professional management.
Therefore, the Company invests its surplus funds in debt/
equity oriented Mutual Funds. One of the biggest
advantages of Mutual Fund investment is Liquidity. Open-
end funds provide option to redeem on demand, which is
beneficial during rising or falling markets. The management
is exploring other avenues of business.

Outlook

The Company intends to continue focusing on capital
market activities including trading in securities and
emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular
to its business and the environment within which it
operates, including interest rate volatility, economic cycle,
credit and market risks. The Company has quoted
investments which are exposed to fluctuations in stock
prices. These investments represent a material portion of
the Company's business and are vulnerable to fluctuations
in the stock markets. Any decline in prices of the Company's
quoted investments may affect its financial position and
the results of its operations. It continuously monitors its
market exposure and tries to manage these risks by
following prudent business and risk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system of
internal control in all spheres of its activities to ensure that
all its assets are safeguarded and protected against loss
from unauthorized use or disposition and that the
transactions are authorized, recorded and reported
diligently. The Internal control is supplemented by an
effective internal audit being carried out by an external
firm of Chartered Accountants.

The Company ensures adherence to all internal control
policies and procedures as well as compliances with all
regulatory guidelines.

The Audit Committee of the Board of Directors reviews
the adequacy of internal controls.

Human Resources

The Company has diverse workforce which leads to
sustainable growth and improvement in productivity. The
Company has maintained cordial relations with its
employees at all levels during the year.

CORPORATE GOVERNANCE

The Company has complied with applicable provisions of
Corporate Governance as provided under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A separate report on Corporate Governance
compliance is included as a part of the Annual Report
along with the Auditors' Certificate.

DEPOSITS

Your Company has not accepted any public deposits during
the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the
Companies Act, 2013, with respect to Directors'
Responsibility Statement, your Directors confirm that:

1. In the preparation of the annual accounts for
the financial year ended 31st March, 2024, the
applicable Indian accounting standards (IndAS)
have been followed and that there are no
material departures from the same;

2. Accounting policies selected were applied
consistently. Reasonable and prudent
judgments and estimates were made so as to
give a true and fair view of the state of affairs
of the Company as at 31st March, 2024 and of
the profit for the year ended on that date;

3. Proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

4. The annual Accounts for the Financial Year
ended 31st March, 2024 have been prepared
on a 'going concern' basis.

5. Proper internal financial controls were in place
and that the financial controls were adequate
and were operating effectively.

6. Proper systems devised to ensure compliance
with the provisions of all applicable laws were
in place and were adequate and operating
effectively.

SUBSIDIARY COMPANIES

The Company's wholly owned subsidiary, Stan Plaza
Limited is a Non-Listed Company, having its Registered
Office at Mumbai. As on March 31, 2024, according to
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, it is termed as a Non-Material
Subsidiary of the Company.

In compliance with the requirements of the provisions of
Section 129(3) read with Rule 5 of Companies (Accounts)
Rules, 2014, a Statement in Form AOC-1 containing the
salient features of the financial statements in respect of
Stan Plaza Limited, a wholly owned subsidiary of the
Company has been included as a part of this Annual
Report.

As reported last year, Stanrose Mafatlal Lubechem Limited
being in liquidation and inoperative, its details are not
disclosed in Form AOC-1.

The Company's "Policy for determining Material
Subsidiaries' for identifying material subsidiaries and
providing governance framework is available on its website,
www.stanrosefinvest.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of the
Company and its wholly owned subsidiary Company viz.
Stan Plaza Limited (SPL) are prepared in accordance with
the provisions of Schedule III of the Companies Act, 2013
and relevant Indian Accounting Standards issued by the
Institute of Chartered Accountants of India, as applicable
to the Company and form part of this Annual Report. These
Statements have been prepared on the basis of audited

financial statements received from SPL as approved by its
Board. Stanrose Mafatlal Lubechem Ltd., a substantially
owned subsidiary Company being inoperative, its financial
statements are not considered in preparation of CFS.

DIRECTORATE

In terms of Section 152 of the Companies Act, 2013, Shri
Pradeep R. Mafatlal, Director of the Company is retiring
by rotation and being eligible, offers himself for re¬
appointment.

All Independent Directors have given their declarations
that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1 )(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. None of the
Directors of the Company is disqualified from being
appointed or re-appointed as a Director as specified under
Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

The Company has appointed three Key Managerial
Personnel, viz. Shri Madhusudan J. Mehta, Chief Executive
Officer, Shri Harshad V. Mehta, Chief Financial Officer
and Shri Soham A. Dave, Company Secretary &
Compliance Officer, to inter alia shoulder the responsibilities
in their respective fields as envisaged under the provisions
of the Companies Act, 2013 & SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

AUDITORS

Statutory Auditors

M/s Manubhai & Shah LLP, Chartered Accountants, (Firm
Regn. No. 106041W/W100136), Ahmedabad, were re¬
appointed as the Statutory Auditors of the Company for a
term of five consecutive years to hold office from the
conclusion of the 42nd AGM till the conclusion of 47th
AGM on the recommendation of the Audit Committee. The
Company has received a letter from them to the effect that
their re-appointment is within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are
not disqualified under Section 141 of the Companies Act,
2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A of the
SEBI Listing Regulations, the Company has appointed
M/s. Manoj Hurkat and Associates, to undertake the
Secretarial Audit of the Company.

Pursuant to Regulation 24A of the SEBI Listing Regulations,
M/s. Manoj Hurkat and Associates, Practicing Company
Secretaries, has been appointed by the Board of Stan
Plaza Limited the 'material unlisted subsidiary' to undertake
the Secretarial Audit of Stan Plaza Limited. Reports of the
Secretarial Auditor for the Company and Stan Plaza Limited

is annexed herewith as "Annexure A1 and A2" respectively.
The Secretarial Audit Reports do not contain any
qualification, reservation, adverse remark or disclaimer.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder, the
Company has constituted a Corporate Social Responsibility
Committee of Directors. The role of the Committee is to
review the CSR activities of the Company periodically and
recommend the Board the amount of expenditure to be
incurred on the CSR activities annually. For the Financial
Year 2023-24, the Company is not falling under Section
135(1) of the Companies Act, 2013 as the Net worth,
Turnover and Net Profits of the Company are less than
the prescribed limit for the past three consecutive years
and so the reporting under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is not applicable
to the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises
of Ms. Aziza A. Khatri, Chairperson,Shri Harit S. Mehta
and Shri Bharat N. Dave The role and responsibilities,
Company's policy on directors' appointment and
remuneration including the criteria for determining the
qualifications, positive attributes, independence of a director
and other related matters are in conformity with the
requirements of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

AUDIT COMMITTEE

The information relating to the composition of the
Committee, scope & term of reference, no. of meetings
held and attendance, etc. during the year under report,
are provided in the Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation was carried
out as under:

Board: As suggested by the Nomination and Remuneration
Committee, the Board evaluated the performance of the
Directors, on various criteria such as its composition,
processes and dynamics. The Independent Directors, at
their separate meeting, also evaluated the performance of
the Board as a whole, based on various criteria. The Board
and the Independent Directors were of the unanimous
view that performance of the Board of Directors as a whole,
was satisfactory.

Committees of the Board: The performances of the Audit
Committee, Corporate Social Responsibility Committee,
Nomination and Remuneration Committee and the

Stakeholders' Relationship Committee were evaluated by
the Board on various criteria such as committee
composition, processes and dynamics. The Board was of
the unanimous view that all the committees were
performing their functions satisfactorily and according to
the mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act, the Rules
framed thereunder and the Listing Agreement/SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria
suggested by the Nomination and Remuneration
Committee, the performance of each independent director
was evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters like
qualification, experience, availability and attendance,
integrity, commitment, governance, independence,
communication, preparedness, participation and value
addition.

The Board was of the unanimous view that each
independent director was a reputed professional and
brought his/her rich experience to the deliberations of the
Board. The Board also appreciated the contribution made
by all the independent directors in guiding the management
in achieving higher growth and concluded that continuance
of each independent director on the Board will be in the
interest of the Company.

(b) Non-Independent Directors: The performance of each
of the non-independent directors (including the
Chairperson) was evaluated by the Independent Directors
at their separate meeting. Further, their performance was
also evaluated by the Board of Directors. Some of the
criteria considered for the purpose of evaluation included
qualification, experience, availability and attendance,
integrity, commitment, governance, communication, etc.
The Independent Directors and the Board were of the
unanimous view that each of the non-independent director
was providing good business and leadership.

DISCLOSURE OF RATIO OF REMUNERATION OF EACH
DIRECTOR TO THE MEDIAN EMPLOYEES'
REMUNERATION, ETC.

The particulars of ratio of remuneration of each director to
median remuneration of the employees of the Company
for the financial year under report, percentage increase in
remuneration of each Director and KMP, etc. more
particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in "Annexure B" to this Report.

PARTICULARS OF LOANS AND INVESTMENTS

The Company being a Non-Banking Financial Company
registered with Reserve Bank of India with the principal
business inter alia, of Inter-Corporate Financing, the
provisions of Section 186 except sub-section (1) are not
applicable to it. Hence no particulars as envisaged under
Section 134(3)(g) are covered in this Report.

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements entered by
the Company with related parties which are subsisting
during the year under Report are provided under "Annexure
C" in Form AOC - 2. The Company has framed a 'Policy
on Related Party Transactions' for determining related
parties, transactions on arm's length basis and procedures
to be followed for obtaining various approvals, etc.The
policy is available on the website of the company,
www.stanrosefinvest.com. As regards the justification for
related party transactions, it may be noted that the same
are entered on business exigencies and are in the best
interest of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Pursuant to the requirement of Section 134(3) of the
Companies Act, 2013, read with Rule 8 of Companies
(Accounts) Rules, 2014:

(a) The Company has no activity involving
conservation of energy or technology
absorption.

(b) The Company does not have any Foreign
Exchange Earnings.

(c) Outgo under Foreign Exchange - NIL

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board has approved and adopted "Vigil Mechanism/
Whistle Blower Policy" in the Company. The Brief details
of establishment of this Policy are provided in the Corporate
Governance Report.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As per the requirement of the provisions of the sexual
harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with rules made thereunder,
our Company has constituted Internal Complaints
Committees as per the requirement of the Act which are
responsible for redressal of complaints relating to sexual
harassment against women at workplace. During the year
under review, there were no complaints pertaining to sexual
harassment against women.

RISK MANAGEMENT POLICY

As reported earlier the Company has formulated and
adopted Risk Management Policy to identify, evaluate,
monitor and minimize the identifiable business risks in the
Organization.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 can be
accessed on the website of the Company,
www.stanrosefinvest.com.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose
remuneration falls within the purview of the limits prescribed
under the provisions of Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation
to employees at all levels, bankers, customers and
shareholders for their sustained support and co-operation
and hope that the same will continue in future.

For and on behalf of the Board
Pradeep R. Mafatlal
Chairman

Place: Mumbai
Dated: May 22, 2024.