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DIRECTOR'S REPORT

Roni Households Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 67.12 Cr. P/BV 4.24 Book Value (₹) 13.76
52 Week High/Low (₹) 67/26 FV/ML 10/3600 P/E(X) 104.47
Bookclosure 21/03/2025 EPS (₹) 0.56 Div Yield (%) 0.00
Year End :2025-03 

Your directors are pleased to present the 8th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25").

FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Standalone-

Consolidated-

Standalone-

Consolidated-

Particular

Year Ended

Year Ended

Year Ended

Year Ended

31/03/2025

31/03/2025

31/03/2024

31/03/2024

Revenue From Operations

778.12

1715.38

768.28

1685.81

Other Income

7.16

7.16

87.25

87.25

Total Income

785.28

1722.54

855.54

1773.05

Less: Total Expenses before Depreciation,
Finance Cost and Tax

638.25

1574.47

697.82

1614.09

Profit before Depreciation, Finance Cost and
Tax

147.04

148.07

157.72

158.96

Less: Depreciation

46.82

46.82

51.95

51.95

Less: Finance Cost

19.78

19.80

18.85

19.01

Profit Before Tax

80.44

81.45

86.92

88.00

Less: Current Tax

21.52

21.78

10.21

10.49

Less: Deferred tax Liability (Asset)

(9.72)

(5.08)

18.50

8.91

Profit after Tax

68.65

64.75

58.21

68.60

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Standalone Financial performance of the Company:

The total income of your Company for the year ended March 31, 2025 was Rs. 785.28 Lakhs as against the total
income of Rs. 855.53 Lakh for the previous year ended March 31, 2024. The Total Income of your company was
decreased by 8.21% over previous year. The major decrease in total income of the Company was due to decrease in
the other income. The Revenue from Operation increased about 1.28% as compared to previous Financial Year 2023¬
24.

During the year, your Company has earned a Net Profit after Tax of Rs. 68.65 Lakhs for the current financial year
under review as compared to Net Profit after Tax of Rs. 58.21 Lakhs in the previous financial year. The profit of your
Company increased about 17.94% as compared to previous financial year, the major increase in profit is due to
Reduced costs effectively and Lowered tax burden.

Consolidated Financial Performance of your Company:

The Consolidated Financial Statements presented by your Company includes the financial result of Roni Agro Limited,
the Subsidiary Company. During the year under review, the Consolidated total income of your Company was Rs.
1722.54 Lakhs, The Consolidated Revenue from Operation of the Company was Rs. 1715.38 Lakhs and your Company
has earned a Consolidated Net Profit after Tax of Rs. 64.33 Lakh for the year ended March 31, 2025 as compared to
Rs. 68.60 Lakhs during the previous financial year ended March 31, 2024.

DIVIDEND:

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the
tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent
not to recommend any dividend for the year under review.

UNCLAIMED DIVIDENDS:

The Company has never declared dividend since its incorporation and hence, there is no outstanding and unclaimed
dividends.

TRANSFER TO GENERAL RESERVE:

During the FY 2024-25, the Company has not transferred any amount in Reserve and Surplus and the Board does not
propose to transfer any amount to General Reserves.

CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company altered its Main Objects Clause by addition of new sub -clause 3 in the
main object of the Memorandum of Association ("MOA"). The change in object was duly approved by the members
through special resolution passed at the Extra-Ordinary General Meeting held on Saturday, March 15, 2025 in the
following manner:

Clause III (A) "The Main Object of the Company to be pursued by the company on its incorporation" be altered by
addition of new sub clause 3 after sub-clause 2, as under:

"3. To engage in the business of civil works, fabrication, supply, installation, and maintenance of solar LED street lights
and solar energy systems, CCTV installations, and the supply of chemicals (including but not limited to TCL powder)
and stationery to government organizations and private entities, and to undertake all related activities including
project design, procurement, execution, and management of infrastructure, renewable energy, security, chemical,
and office supply solutions."

SHARE CAPITAL:

Authorized Capital:

During the year under review, the Authorized share capital was increased from existing Rs. 6,00,00,000 (Rupees Six
Crores Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.

12.00. 00.000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of
Rs. 10/- (Rupees Ten Only) each, ranking pari-passu, authorized via ordinary resolution passed at the Extra-Ordinary
General Meeting held on Saturday, March 15, 2025.

As at March 31, 2025:

The Authorized Share Capital of the Company is Rs 12,00,00,000/- (Rupees Twelve Crore Only) divided into

1.20.00. 000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital:

During the year under review, the following changes took place in the Issued, Subscribed & Paid-Up Capital of the
Company:

The Board of Director of your Company in their meeting held on February 19, 2025 recommended issue of bonus
equity shares in the proportion of 1:1 i.e. 1 (one) bonus equity share of Rs. 10 each for every 1 (One) fully paid-up
equity share held as on record date. Later, The Member of the company vide ordinary resolution passed on March
15, 2025 in the Extra-Ordinary General Meeting of the Company, approved the recommended Bonus Issue.

The Board of Directors in Board meeting held on March 24, 2025 allotted 57,46,546 (Fifty-Seven Lakh Forty-Six
Thousand Five Hundred Forty-six only) Bonus equity shares of Rs. 10/- each in the ratio of 1 (one) new equity share
for every 1 (one) existing equity shares held in the Company as on Friday, March 21, 2025 (Record date).

The BSE Limited provided its approval for these Bonus shares via its Notice dated March 18, 2025.

The present Paid-up Share Capital of the Company is Rs. 11,49,30,920/- (Rupees Eleven Crore Forty-Nine Lakh Thirty
Thousand Nine Hundred Twenty Only) divided into 1,14,93,092 (One Crore Fourteen Lakh Ninety-Three Thousand
Ninety-Two) Equity Shares of Rs.10/- (Rupees Ten Only) each.

ALTERATION OF THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE COMPANY:

During the year under review, below mentioned change took place in Memorandum of Association of your
Company: -

1. The alteration in Clause III (A): The Main Object Clause of Memorandum of Association ('MOA') of the
Company altered by addition of new sub clause 3 after sub-clause 2, as under:

"3. To engage in the business of civil works, fabrication, supply, installation, and maintenance of solar LED
street lights and solar energy systems, CCTV installations, and the supply of chemicals (including but not limited
to TCL powder) and stationery to government organizations and private entities, and to undertake all related
activities including project design, procurement, execution, and management of infrastructure, renewable
energy, security, chemical, and office supply solutions."

2. Increase in Authorized Share Capital of the Company, from Rs. 6,00,00,000/- (Rupees Six Crores Only) divided
into 60,00,000 (Sixty Lakhs Only) Equity Shares of Rs.10 each to Rs. 12,00,00,000/- (Rupees Twelve Crores
Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only)
each and subsequent alteration in the Capital Clause (Clause V) of Memorandum of Association of the
Company as under:

"V. The Authorised Share Capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into

1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each."

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of March 31, 2025, your Company's Board had four members comprising of one Executive Director, one Non¬
Executive Director and two Independent Non-Executive Directors. The details of Board of Directors are as follows:

Name of
Directors

Category Cum
Designation

Initial date of
Appointment

Effective Date
of

Appointment
at current
Term &
designation

Total
Director
Ships in
other
Co.1

No. of Committee1

No. of
Shares
held as
on

March
31, 2025

in which
Director is
Member2

in which
Director is

Chairman

2

Mr. Harish

Manohar

Sirwani

Chairman and

Managing

Director

09/10/2017

11/08/2023

3

1

-

4023092

Mr. Manohar

Asandas

Sirwani$

Non¬

Executive

Director

15/07/2018

15/07/2018

2

-

-

20

Ms. Nidhi
Harish SirwaniA

Non¬

Executive

Director

09/10/2017

19/07/2024

3

2

-

2885300

Mr. Arvind

Durgashankar

Pande1

Non¬

Executive

Independent

Director

27/09/2018

12/08/2024

-

1

-

-

Mr. Manish

Gurumukhdas

Karera

Non¬

Executive

Independent

Director

05/05/2023

05/05/2023

-

2

2

-

Mrs. Shi tal

Bhagvan

KharcheA

Non¬

Executive

Independent

Director

07/06/2024

07/06/2024

-

1

-

-

1 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

2 Committee includes Audit Committee and Shareholders' Grievances & Relationship Committee across all Public
Companies including our Company

$Upto May 30, 2024.

* Mr. Arvind Durgashankar Pande ceased to be Non - Executive Independent Director of the Company w.e.f. October
15, 2024 & consequently ceased to be members of the committee.

A Audit Committee was reconstituted w.e.f. June 10, 2024 and Mrs. Shital Bhagvan Kharche appointed as Member of
the committee.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per
Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the
number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE:

During the year under review, following changes took place in constitution of the Board of Directors of the
Company:-

Board Composition:

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished below:

a) Appointment:

• Mrs. Shital Bhagvan Kharche (DIN: 10660098) was appointed as an Additional Director (Non-Executive
Independent Director)by the Board of Directors of the Company w.e.f. May 30, 2024 or the date of
obtaining valid Director Identification Number (DIN) from Ministry of Corporate Affairs whichever is later
i.e. June 07, 2024 & for further period of 5 years subject to the approval of the Shareholders.

She was regularized and appointed as Non-Executive Independent Director of the company for a period
of five years up to June 06, 2029 not liable to retire by rotation in the Annual General Meeting held on
Monday, August 12, 2024.

b) Re-appointment / Change in designation:

• Mr. Arvind Durgashankar Pande (DIN: 08238902) was re-appointed for second term of consecutive two
years i.e. upto September 26, 2025, approved by the members via Special Resolution in Annual General
Meeting of the Company held on Monday, August 12, 2024.

• Designation of Mrs. Nidhi Harish Sirwani (DIN: 07941219) has been changed by board of directors in
their board meeting held on July 19, 2024 from Whole Time Director to Non-Executive Director w.e.f.
July 19, 2024 and subsequently approved by the members by passing Special Resolution in Annual
General Meeting of the Company held on Monday, August 12, 2024.

c) Cessation:

• Mr. Manohar Asandas Sirwani (DIN: 07844076) resigned as Non-Executive Director of the Company
w.e.f. May 30, 2024.

• Mr. Arvind Durgashankar Pande (DIN: 08238902) resigned as Non-Executive Independent Director of the
Company w.e.f. October 15, 2024 due to personal commitments & there was no other material reason
other than this for his resignation.

d) Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of your Company, Mrs. Nidhi Harish Sirwani (DIN: 07941219) is liable to retire by rotation at the
ensuing AGM and being eligible, offers herself for reappointment.

The Board recommends the re-appointment of Mrs. Nidhi Harish Sirwani as Director for your approval. Brief
details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in
the Notice of AGM.

DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and there
has been no change in the circumstances which may affect their status as an Independent Director. The
Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank
of Independent Directors maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections
2(51) and 203 of the Act: 1

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings
are convened, as and when required to discuss and decide on various business policies, strategies and other
businesses.

During the year under review, Board of Directors of the Company met 6 (Six) times as on, May 30, 2024; June 10,
2024; July 19, 2024; November 14, 2024; February 19, 2025; and March 24, 2025; pursuant to Section 173 of the
Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director

DIN

Designation

Number of Board
Meetings Eligible
to Attend

Number of Board
Meetings Attended

Mr. Harish Manohar
Sirwani

07844075

Chairman and Managing
Director

6

6

Mr. Manohar Asandas
Sirwani@

07844076

Non - Executive Director

1

1

Ms. Nidhi Harish SirwaniA

07941219

Non-Executive Director

6

6

Mr. Arvind Durgashankar
Pande1

08238902

Non-Executive
Independent Director

3

3

Mr. Manish Gurumukhdas
Karera

10149326

Non-Executive
Independent Director

6

6

Mrs. Shital Bhagvan
Kharche#

10660098

Non-Executive
Independent Director

5

5

@ Mr. Manohar Asandas Sirwani resigned as Non-Executive Director of the Company w.e.f. May 30, 2024.

* Mr. Arvind Durgashankar Pande (DIN: 08238902) has tendered his resignation as Non-Executive Independent
Director w.e.f. October 15, 2024

A Designation of Mrs. Nidhi Harish Sirwani (DIN: 07941219) has been changed from Whole Time Director to Non¬
Executive Director w.e.f. July 19, 2024.

# Mrs. Shital Bhagvan Kharche was appointed as an Additional Director (Non-Executive Independent Director)
w.e.f. June 07, 2024 and was regularized as Non-Executive Independent Director in the Annual General Meeting
held on August 12, 2024.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in
section 173 of the Act.

GENERAL MEETING:

During the year under review, the following general meetings were held, the details of which are given as under:

Sr. No.

Type of General Meeting

Date of General Meeting

1.

Annual General Meeting

12-08-2024

2.

Extra-Ordinary General Meeting

15-03-2025

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e.
in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as
to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non¬
Promoter & Non-Executive Independent Directors. The Company has received necessary declaration from each
Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have
registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent
Directors possess requisite qualifications, experience, and expertise including the Proficiency and hold high
standards of integrity for the purpose of Rule 8(5) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 24, 2025 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment
of quality, quantity and timeliness of flow of information between Company management and Board.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there was no change of registered office of the Company. The Registered Office of
the Company is situated at Plot No. F - 55, Addl. MIDC Area, Ajanta Road, Jalgaon - 425003, Maharashtra.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on
the basis of the criteria such as the 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 on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive
directors and non-executive directors. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge
and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed and that no material departures have been made from the same;

b) The Directors 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 at the end of the financial year and of the profit or loss of the Company for the year;

c) The Directors 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 at the end of the financial year and of the profit or loss of the Company for the year;

d) The Directors had taken proper and sufficient care 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;

e) The Directors had prepared the annual accounts for the year ended March 31, 2025 as ongoing concern
basis;

f) The Directors had laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

g) 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.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which
are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013.
Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial
results. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference
of the Committee. During the year under review, Audit Committee met 3 (Three) times viz. on May 30, 2024; July
19, 2024 and November 14, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name

Category

Designation

Number of Meetings

During the Financial Year
2024-25

Eligible to
Attend

Attended

Mr. Manish Gurumukhdas
Karera

Non-Executive Independent
Director

Chairperson

3

3

Mr. Arvind Durgashankar
Pande#

Non-Executive Independent
Director

Member#

2

2

Mrs. Shital Bhagvan Kharche$

Non-Executive Independent
Director

Member#

1

1

Mrs. Nidhi Harish Sirwani

Non-Executive Director

Member

3

3

$During the Financial year, the Audit Committee was reconstituted w.e.f. June 10, 2024 and Mrs. Shital Bhagvan
Kharche
was appointed Member of the committee.

#Mr. Arvind Durgashankar Pande ceased to be Member of the Committee due to his resignation on October 15,
2024.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company
Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177 of the Act, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers
who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the
website of your Company at
www.ronihouseholds.com.

B. Stakeholder's Grievance & Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal
of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz. on May 30, 2024;
July 19, 2024; November 14, 2024 and March 24, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name

Category

Designation

Number of Meetings
During the Financial Year
2024-25

Eligible to
Attend

Attended

Mr. Manish Gurumukhdas
Karera

Non-Executive Independent
Director

Chairperson

4

4

Mr. Harish Manohar Sirwani

Chairman and Managing Director

Member

4

4

Mrs. Nidhi Harish Sirwani

Non-Executive Director

Member

4

4

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of
Stakeholder's Grievance & Relationship Committee held during the year.

There were two complaints received from shareholders and duly resolved by the company.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of
the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying
the persons who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal. During the year under review, Nomination and Remuneration
Committee met 4 (Four) times viz. on May 30, 2024; July 19, 2024; November 14, 2024 & March 24, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name

Category

Designation

Number of Meetings
During the Financial Year
2024-25

Eligible to
Attend

Attended

Mr. Manohar Asandas
SirwaniA

Non-Executive Director

Chairperson

1

1

Mr. Manish Gurumukhdas
KareraA

Non-Executive Independent
Director

Chairperson

4

4

Mr. Arvind Durgashankar
Pande$

Non-Executive Independent
Director

Member

2

2

Mrs. Shital Bhagvan Kharche#

Non- Executive Independent
Director

Member

3

3

Mrs. Nidhi Harish Sirwani#

Non-Executive Director

Member

3

3

A During the Financial year, the Nomination and Remuneration Committee was reconstituted w.e.f. June 10, 2024
Mr. Manish Gurumukhdas Karera was appointed as chairperson in place of Mr. Manohar Asandas Sirwani due to
his resignation;

#Mrs. Shital Bhagvan Kharche and appointed Mrs. Nidhi Harish Sirwani appointed as Members of the committee
w.e.f. June 10, 2024.

$ Mr. Arvind Durgashankar Pande ceased to be member of the committee due to his resignation w.e.f. October 15,
2024.

Nomination and Remuneration Policy:

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at
https://www.ronihouseholds.com/wp-content/uploads/2023/07/Nomination-and-Remuneration-Policy.pdf .

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding
principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding performance based on review of achievements. The
Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to
the Directors is as per the terms laid out in the Remuneration Policy.

PUBLIC DEPOSIT:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit
during the year under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the
www.ronihouseholds.com/annual-return/.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Arm's Length basis and in the
Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e. exceeding Rupees
One Thousand Crores or 10% of the annual consolidated turnover as per the last audited financial statement,
whichever is lower or a transaction involving payments with respect to brand usage or royalty entered into
individually or taken together with previous transactions during the financial year, exceeding ten percent of the
annual consolidated turnover of the Company as per the last audited financial statements, made by the Company
with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential
conflict with the interest of the Company at large, were entered during the year by your Company.

During FY 2024-25, your Company has not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are
of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted
were placed before the Audit Committee and the Board of Directors for their review & approval.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial
statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the
Company at
www.ronihouseholds.com/wp-content/uploads/2025/05/POLICY-ON-RELATED-PARTY-
TRANSACTIONS.pdf

PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable as Company has all labours on daily wages and no permanent employees
are there on roll except Company Secretary as on March 31, 2025. Further, no Remuneration has been paid to
Executive Directors of the Company.

MATERIAL CHANGES AND COMMITMENT:

1. The Board of Directors have considered and approved, Subject to the approval of Shareholders, increase in
Authorized Share Capital of the Company, from Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into
60,00,000 (Sixty Lakhs Only) Equity Shares of Rs.10 each to Rs. 12,00,00,000/- (Rupees Twelve Crores Only)
divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each
and subsequent alteration in the Capital Clause (Clause V) of Memorandum of Association of the Company
in their meeting held on February 19, 2025. Later, The Member of the company vide their Ordinary
resolution passed on March 15, 2025 in the Extra-Ordinary General Meeting of the Company, approved
increase in Authorized Share Capital.

2. The Board of Director of the Company, recommended issue of bonus equity shares in the proportion of 1:1
i.e. 1 (one) bonus equity share of Rs. 10 each for every 1 (One) fully paid-up equity share held as on record
date subject to the approval of Shareholders in their meeting held on February 19, 2025. Later, The Member
of the company vide their Ordinary resolution passed on March 15, 2025 in the Extra-Ordinary General
Meeting of the Company, approved the recommended Bonus Issue. Further, the Board of Directors pursuant
to In-principle approval of BSE Limited vide letter bearing No. LOD/Bonus/BN-IP/KS/1972/2024-25 dated
March 17, 2025, allotted 57,46,546 Bonus equity shares of Rs. 10/- each in the ratio of 1 (one) new equity
share for every 1 (one) existing equity shares held in the Company in Board meeting held on March 24, 2025.
The listing and trading approval of BSE Limited for these shares was received on March 18, 2025.

3. The Board of Director Considered and Approved, Subject to the approval of Shareholders, alteration in
Clause III (A): the Main Object Clause of Memorandum of Association ('MOA') by addition of clause:
"To
engage in the business of civil works, fabrication, supply, installation, and maintenance of solar LED street
lights and solar energy systems, CCTV installations, and the supply of chemicals (including but not limited to
TCL powder) and stationery to government organizations and private entities, and to undertake all related
activities including project design, procurement, execution, and management of infrastructure, renewable
energy, security, chemical, and office supply solutions.
" in their meeting held on February 19, 2025. Later,
The Member of the company vide their Ordinary resolution passed on March 15, 2025 in the Extra-Ordinary
General Meeting of the Company, approved alteration in Clause III (A): the main Special Clause of
Memorandum of Association ('MOA').

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the
Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment
at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to
complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee
(ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of sexual harassment complaint during the financial year 2024-25:

Number of compliant received: 0

Number of compliant disposed of: 0

Number of compliant pending more than 90 days: 0

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

During the year under review, The Maternity Benefit Act, 1961 is not applicable to the company as there is no
employee on roll in the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as
amended is provided as Annexure-A of this report.

SECRETARIAL STANDARDS OF ICSI:

During the year under review, your Company has complied with all the applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and
manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are
safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The
internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements
commensurate with the size and nature of operations of the Company. During the year, such controls were tested
and no material discrepancy or weakness in the Company's internal controls over financial reporting was
observed.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and
will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value
legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term.
Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to
enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance
provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of sub regulation (2) of Regulation 46 and
Para C, D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not
form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 a review of the performance of the Company, for the year under review, Management Discussion and
Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure-B.

STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. D G
M S & CO., Chartered Accountant, Jamnagar (formerly known as M/s. Doshi Maru & Associates, Chartered
Accountant, Jamnagar) (FRN: 0112187W), were appointed as Statutory Auditors of the Company to hold office
till conclusion of the Annual General Meeting (AGM) of the company to be held in the calendar year 2026.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial
Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The
Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Notes to the financial
statements referred in the Auditors' Report are self-explanatory.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing
Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.
The Secretarial Audit Report is annexed herewith as Annexure - C to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their
Report except as may be stated specifically in Annexure - C.

Sr.

No.

Compliance
Requirement
(Regulations/
circulars / guidelines
including specific
clause)

Deviations

Observations/ Remarks of
the Practicing Company
Secretary

Reply by management

1.

Compliance with
Regulation 3(5) &
3(6) SEBI
(Prohibition of
Insider Trading)
Regulations, 2015
w.r.t. maintenance
of UPSI in Structured
Digital Database
(SDD)

Delay by Company in
entering some of UPSI
Sharing Entries in
software (Structured
Digital Database).

Company has maintained
internally Structured
Digital Database in Digital
Software for FY 2024-25
with adequate internal
controls and checks such
as time stamping and
audit trails to ensure non¬
tampering of the
database.

However, few entries in
the SDD software were
captured delayed by the
Company.

The delay in submission
was due to administrative
oversight and not
intentional. The
concerned designated
person has been advised,
and the company has
strengthened its internal
compliance framework to
ensure timely entries
going forward.

2.

Filling of Integrated
Filing (Governance)
within 45 days from
the quarter ending
December 31, 2024
in compliance with
SEBI circular:
SEBI/HO/CFD/CFD-
PoD-

2/CIR/P/2024/185
dated December
31, 2024 and
regulation 10(1A) of
the Securities and
Exchange Board of
India (Listing
Obligations and
Disclosure
Requirements)
Regulations, 2015

The submission of
Integrated Filling
(Governance) was
filed delayed beyond
45 days from the
quarter ending
December 31, 2024.

Integrated Filling
(Governance) was not
filed within 45 days for
quarter ended December
31, 2024 and was filed
delay by three days on
February 17, 2025.

The delay occurred due to
an inadvertent oversight.
The compliance team has
now implemented a
stricter tracking system to
ensure timelines are met.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain
cost records.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2025, the Company has following subsidiary:

Sr. No.

Name

Category

1.

Roni Agro Limited

Subsidiary

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company
and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and
associates in Form AOC-1, which forms part of this Integrated Annual Report as per Annexure-D.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's
shares by Company's designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays
down the procedures to be followed by designated persons while trading/ dealing in Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Company's obligation to maintain a
digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the Company's website at
www.ronihouseholds.com/wp-content/uploads/2024/07/Code-of-Conduct-for-PIT-NEW-W.E.F-01-04-2019.pdf.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves
and strengthen their awareness

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has
maintained a functional website namely
www.ronihouseholds.com containing basic information about the
Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and
information of the designated officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As
on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and
listing regulations, to the extent the transactions took place on those items during the year. Your Directors further
state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these items during the year under review;

I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

III. Annual Report and other compliances on Corporate Social Responsibility;

IV. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

V. There is no revision in the Board Report or Financial Statement;

VI. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future;

VII. The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof.

ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of
India, Governments of various states in India, concerned Government departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

Registered office: For and on behalf of Board of Directors

Plot No. F - 55, Addl. MIDC Area, Roni Households Limited

Ajanta Road, Jalgaon - 425003, Maharashtra. CIN: L82990MH2017PLC300575

Sd/- Sd/-

Place: Jalgaon Nidhi Harish Sirwani Harish Manohar Sirwani

Date: August 04, 2025 Non-Executive Director Chairman and Managing Director

DIN:07941219 DIN: 07844075

1

Mr. Harish Manohar Sirwani - Chairman& Managing Director

• Arvind Durgashankar Pande - Chief Financial Officer

• Ms. Pooja Bagrecha - Company Secretary & Compliance Officer

During financial year 2024-25, following changes took place in KMPs:

1. Mrs. Nidhi Harish Sirwani tendered her resignation from the post of Chief Financial Officer with effect
from November 14, 2024 and Mr. Arvind Durgashankar Pande was appointed as Chief Financial Officer
of the Company with effect from November 14, 2024.

2. Designation of Mrs. Nidhi Harish Sirwani (DIN: 07941219) has been changed by board of directors in their
board meeting held on July 19, 2024 from Whole Time Director to Non-Executive Director w.e.f. July 19,
2024 and approved by the members by passing Special Resolution in Annual General Meeting of the
Company held on Monday, August 12, 2024.

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