Roselabs Finance Ltd

Financial performance

• Revenue from operations: Rs 120.75 lakh for FY26.
• Total income: Rs 120.75 lakh, vs Rs 72.59 previous year.
• Total expenses: Rs 140.53 lakh in FY26.
• Profit before tax: Rs -19.78 lakh; improved from Rs -29.17 lakh.
• MAT credit written off: Rs 10.92 lakh; deferred tax credit Rs 10.92 lakh.
• Profit after tax: Rs -30.70 lakh; net loss.
• Earnings per share: Basic and diluted Rs -0.31.
• Dividend: No dividend declared.

Balance sheet and liquidity

• Cash and cash equivalents: Rs 5.28 lakh at year-end.
• Net debt: Rs 502.17 lakh.
• Borrowings: Rs 507.45 lakh from related party; due June 2027.
• Equity: Share capital Rs 1,000 lakh; negative retained earnings Rs 1,503.46 lakh.
• Total equity: Rs -503.46 lakh; net worth negative.
• Current ratio around 3.05; liquidity supported by holding company.
• No bank borrowings; all debt to holding group.

Capital structure and ownership

• Authorized share capital Rs 1,100 lakh; issued and paid-up Rs 1,000 lakh.
• Lodha Developers Limited holds 74.25% (74,24,670 shares).
• Board: four directors; one woman; one executive and three non-executive.
• No change in authorized capital; no new shares issued.

Related party transactions

• Related parties include Lodha Developers Limited and Cowtown Infotech Services Limited.
• Sale of building materials to Lodha: Rs 120.75 lakh.
• Salaries paid by Lodha: Rs 6.16 lakh.
• Loans from related party outstanding: Rs 507.45 lakh.
• Net cash flow from related parties in year: Rs 14.10 lakh.
• Transactions are in ordinary course and at arm's length.

Governance and auditors

• Statutory auditors: Walker Chandiok & Co. LLP appointed for 2026-2031.
• Replaced MSKA & Associates; remuneration proposed: Rs 3.00 lakh.
• Secretarial auditor: Shravan A. Gupta; no qualifications.
• Audit Committee: Mayank Padiya (Chair), Prakash Vaghela, Sanjyot Rangnekar.
• Independent Directors met twice; NRC and SRC also constituted.

Merger and corporate actions

• Scheme of merger by absorption with Lodha Developers Limited filed with NCLT Mumbai.
• BSE approved the scheme on 30-Dec-2025; merger in progress.
• Holding company relation; company has no ongoing real estate project.

Outlook and risks

• Company has no ongoing projects; NBFC activities not permitted due to prior cancellation.
• Merger with Lodha Developers Limited expected to consolidate operations.
• Industry outlook: housing demand underpinned by macro growth; labour, cost, and liquidity risks remain.

AGM Details

• 32nd AGM for FY2025-26 to be held via VC/OAVM on Aug 27, 2026 at 11:00 IST.
• Cut-off date for voting eligibility: Aug 20, 2026.
• Remote e-voting period: Aug 24–26, 2026, 9:00 AM to 5:00 PM IST.
• Deemed venue: One Lodha Place, Mumbai, for VC/OAVM.

Ordinary Business

• Adopt Audited Financial Statements for the year ended March 31, 2026.
• Re-appoint Ms. Sanjyot Rangnekar by rotation.
• Appoint Walker Chandiok & Co. LLP as Statutory Auditors for five years.
• Remuneration for 2026-27 proposed at Rs 3,00,000.
• Board authorized to give effect to this resolution.

Special Business

• Re-appointment of Mr. Raghava Reddy Balineni as Managing Director for five years.
• Remuneration: Nil from the company; continues through Lodha Developers Limited.
• No sitting fees for Balineni.
• Board to alter and vary terms as necessary.

Financial highlights

• Q1 FY27: loss after tax ₹5.47 lakhs; basic/diluted EPS -₹0.05.
• Year ended 31-Mar-2026: total income ₹120.75 lakhs; expenses ₹140.53 lakhs; PBT ₹-19.78.
• Deferred tax credit ₹10.92 lakhs for year ended 31-Mar-2026.
• Year-end EPS -₹0.31 (basic/diluted).
• Board approved unaudited results with unmodified Limited Review Report.
• Single reportable segment: Real estate development; operations confined to India.

Corporate actions

• Merger scheme with Lodha Developers Limited filed with NCLT Mumbai on 11-Jun-2026; awaiting approval.
• AGM 327th set for 27-Aug-2026, at 11:00 IST via VC/OAVM.
• Company operates in India; no subsidiaries or joint ventures.

Meeting Details

• Board meeting scheduled for July 17, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for the quarter ended June 30, 2026, with Limited Review Report.

Other Notes

• Trading window closed for designated persons from July 1, 2026 to 48 hours after results declaration.

Dematerialisation processing and listing

• Securities received for dematerialisation during quarter ended 30 June 2026 were confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier issues are listed.
• Physical certificates for dematerialisation were mutilated, cancelled, and depository name substituted as registered owner within timelines.

Re-appointment

• Mr. Raghava Reddy Balineni re-appointed as Managing Director.
• Effective May 31, 2026, for a five-year term, subject to shareholder approval.
• Reason: Board approved re-appointment based on Nomination and Remuneration Committee recommendation.
• Commerce graduate and law degree holder; over 31 years' experience in taxation and general management.
• Previously Head of Indirect Taxation at Lodha Group, ArcelorMittal Nippon Steel India, and Essar Group.
• Not related inter-se to any other director and not debarred by SEBI or other authority.