32nd Annual Report of Roselabs Finance Limited

ROSELABS FINANCE LIMITED July 28, 2026 The Listing Department, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Scrip Code: 531324 Dear Sir(s), Sub: Submission of 32nd Annual Report of the Company for the financial year ended March 31, 2026 Ref: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") Pursuant to Regulation 34 of the Listing Regulations, we are submitting herewith the 32nd Annual Report for the FY 2025-26 of the Company including the Notice of 32nd Annual General Meeting for the financial year ended March 31, 2026. The said Annual Report containing the 32nd AGM Notice is also being uploaded on the Company’s website and can be accessed at www.roselabsfinancelimited.in. Kindly take the above information on record. Thanking you, Yours truly, For Roselabs Finance Limited Gunjan Taunk Company Secretary & Compliance Officer Membership No. A23346 Encl:- A/a Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400001 IN Tel.: +91.22.67737373 Website: www.roselabsfinancelimited.in, E-mail: roselabsfinance@lodhagroup.com CIN: L70100MH1995PLC31833 ROSELABS FINANCE LIMITED 32ND ANNUAL REPORT FINANCIAL YEAR 2025-26 IN VIEW OF GREEN INITIATIVES INITIATED BY THE GOVT. OF INDIA, MINISTRY OF CORPORATE AFFAIRS, WE REQUEST YOU TO REGISTER YOUR EMAIL ID WITH THE REGISTRAR AND SHARE TRANSFER AGENT, IF YOU ARE HOLDING SHARES IN PHYSICAL MODE AND WITH YOUR DEPOSITORY PARTICIPANT, IF YOU ARE HOLDING SHARES IN DEMATERIALISED FORM. CORPORATE INFORMATION BOARD OF DIRECTORS Ms. Sanjyot Rangnekar Chairperson (Non-Executive Non-Independent Director) Mr. Raghava Reddy Balineni Managing Director Mr. Prakash Vaghela Independent Director Mr. Mayank Padiya Independent Director CHIEF FINANCIAL OFFICER Mr. Pravin Kumar Kabra COMPANY SECRETARY & COMPLIANCE OFFICER Mr. Gunjan Taunk STATUTORY AUDITORS MSKA & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/N101187) REGISTRAR & SHARE TRANSFER AGENT MUFG Intime India Private Limited (FKA Link Intime India Private Limited) C 101, 247 Park, LBS Road, Surya Nagar, Gandhi Nagar, Vikhroli West, Mumbai - 400083 Tel: 91-22-25963838 Fax: 91-22 -2594 6969 Email Id: rnt.helpdesk@in.mpms.mufg.com Website: www.in.mpms.mufg.com REGISTERED OFFICE TABLE OF CONTENTS 412, 17G Vardhaman Chamber, Contents Page No. Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400 001 1. Notice of Annual General Meeting 02 Tel.: +91-22-61334400 2. Board’s Report 17 Website: www.roselabsfinancelimited.in 3. Management Discussion & Analysis 29 E-mail: roselabsfinance@lodhagroup.com CIN: L70100MH1995PLC318333 4. Audited Financial Statements 31 CORPORATE OFFICE One Lodha Place Near Lodha World Towers, Senapati Bapat Marg, Mumbai 400 013 Tel.: +91-22-6133 4400 ROSELABS FINANCE LIMITED ANNUAL GENERAL MEETING NOTICE Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 Tel.: +91 22 67737373 CIN : L70100MH1995PLC318333 Email Id: roselabsfinance@lodhagroup.com Website: www.roselabsfinancelimited.in Notice is hereby given that the 32nd Annual General Meeting of the Members of Roselabs Finance Limited will be held on Thursday, August 27, 2026 at 11.00 a.m. IST through Video Conferencing / Other Audio-Visual Means to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Board of Directors and the Auditors thereon. 2. To appoint a director in place of Ms. Sanjyot Rangnekar (DIN: 07128992), who retires by rotation and being eligible, offers herself for re-appointment. 3. To appoint M/s Walker Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof) and on recommendation of the Audit Committee and approval of the Board of Directors of the Company (“Board”), Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013) be and is hereby appointed as the Statutory Auditors of the Company to hold office for a term of five years, from the conclusion of this Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2031, on such remuneration and terms as may be mutually agreed upon between the Board of Directors and the Statutory Auditors; RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to this resolution.” SPECIAL BUSINESS: 4. Re-appointment of Mr. Raghava Reddy Balineni (DIN: 09185972) as Managing Director of the Company for a period of 5 years To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force), and pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, approval of the Members be and is hereby granted to the re-appointment of Mr. Raghava Reddy Balineni (DIN: 09185972) as the Managing Director of the Company, for a period of five (5) years with effect from May 31, 2026 to May 30, 2031, liable to retire by rotation, on the terms and conditions as specified in the Explanatory Statement annexed to this Notice; 2 Annual Report 2025-26 ROSELABS FINANCE LIMITED RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of appointment and to do all such deeds, acts, matters and things as may be necessary and requisite for and in relation to give effect to the aforesaid resolution on behalf of the Company.” By Order of the Board of Directors For Roselabs Finance Limited Gunjan Taunk Company Secretary Membership No.: A23346 Place: Mumbai Date: July 17, 2026 Annual Report 2025-26 3 ROSELABS FINANCE LIMITED NOTES: 1. Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (“Act”) setting out the material facts concerning the business with respect to Item Nos. 3 and 4 forms part of this Notice as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and as required under the Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”), in respect of Director retiring by rotation and seeking appointment / re-appointment at this Annual General Meeting (“Meeting” or “AGM”) is furnished as Annexure to this Notice. 2. Sending of notice and conduct of Annual General Meeting: a. The Ministry of Corporate Affairs (“MCA”) has, vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2022 dated May 5, 2022 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”)”, (collectively referred to as “MCA Circulars”) permitted the holding of the AGM through VC [Showing first 8,000 characters — download PDF for full document]