Your directors are pleased to present the 8th Annual Report along with the Audited Financial Statements of yourCompany 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 therelevant 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 theprovisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
Standalone-
Consolidated-
Particular
Year Ended
31/03/2025
31/03/2024
Revenue From Operations
778.12
1715.38
768.28
1685.81
Other Income
7.16
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 andTax
147.04
148.07
157.72
158.96
Less: Depreciation
46.82
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 totalincome of Rs. 855.53 Lakh for the previous year ended March 31, 2024. The Total Income of your company wasdecreased by 8.21% over previous year. The major decrease in total income of the Company was due to decrease inthe 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 yearunder review as compared to Net Profit after Tax of Rs. 58.21 Lakhs in the previous financial year. The profit of yourCompany increased about 17.94% as compared to previous financial year, the major increase in profit is due toReduced 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 Companyhas earned a Consolidated Net Profit after Tax of Rs. 64.33 Lakh for the year ended March 31, 2025 as compared toRs. 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 thetremendous growth opportunities that your company is currently engaged with, has decided that it would be prudentnot 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 unclaimeddividends.
TRANSFER TO GENERAL RESERVE:
During the FY 2024-25, the Company has not transferred any amount in Reserve and Surplus and the Board does notpropose 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 themain object of the Memorandum of Association ("MOA"). The change in object was duly approved by the membersthrough special resolution passed at the Extra-Ordinary General Meeting held on Saturday, March 15, 2025 in thefollowing manner:
Clause III (A) "The Main Object of the Company to be pursued by the company on its incorporation" be altered byaddition 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 lightsand 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 includingproject 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 SixCrores 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 ofRs. 10/- (Rupees Ten Only) each, ranking pari-passu, authorized via ordinary resolution passed at the Extra-OrdinaryGeneral 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 theCompany:
The Board of Director of your Company in their meeting held on February 19, 2025 recommended issue of bonusequity shares in the proportion of 1:1 i.e. 1 (one) bonus equity share of Rs. 10 each for every 1 (One) fully paid-upequity share held as on record date. Later, The Member of the company vide ordinary resolution passed on March15, 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-SixThousand Five Hundred Forty-six only) Bonus equity shares of Rs. 10/- each in the ratio of 1 (one) new equity sharefor 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 ThirtyThousand Nine Hundred Twenty Only) divided into 1,14,93,092 (One Crore Fourteen Lakh Ninety-Three ThousandNinety-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 yourCompany: -
1. The alteration in Clause III (A): The Main Object Clause of Memorandum of Association ('MOA') of theCompany 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 LEDstreet lights and solar energy systems, CCTV installations, and the supply of chemicals (including but not limitedto TCL powder) and stationery to government organizations and private entities, and to undertake all relatedactivities including project design, procurement, execution, and management of infrastructure, renewableenergy, 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) dividedinto 60,00,000 (Sixty Lakhs Only) Equity Shares of Rs.10 each to Rs. 12,00,00,000/- (Rupees Twelve CroresOnly) 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 theCompany 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 ofDirectors
Category CumDesignation
Initial date ofAppointment
Effective Dateof
Appointmentat currentTerm &designation
TotalDirectorShips inotherCo.1
No. of Committee1
No. ofSharesheld ason
March31, 2025
in whichDirector isMember2
in whichDirector 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
15/07/2018
20
Ms. NidhiHarish SirwaniA
19/07/2024
2885300
Mr. Arvind
Durgashankar
Pande1
Independent
27/09/2018
12/08/2024
Mr. Manish
Gurumukhdas
Karera
05/05/2023
Mrs. Shi tal
Bhagvan
KharcheA
07/06/2024
1 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.
2 Committee includes Audit Committee and Shareholders' Grievances & Relationship Committee across all PublicCompanies including our Company
$Upto May 30, 2024.
* Mr. Arvind Durgashankar Pande ceased to be Non - Executive Independent Director of the Company w.e.f. October15, 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 ofthe committee.
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, inpursuance 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 perRegulation 17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and thenumber 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 theCompany:-
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-ExecutiveIndependent Director)by the Board of Directors of the Company w.e.f. May 30, 2024 or the date ofobtaining valid Director Identification Number (DIN) from Ministry of Corporate Affairs whichever is lateri.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 periodof five years up to June 06, 2029 not liable to retire by rotation in the Annual General Meeting held onMonday, August 12, 2024.
b) Re-appointment / Change in designation:
• Mr. Arvind Durgashankar Pande (DIN: 08238902) was re-appointed for second term of consecutive twoyears i.e. upto September 26, 2025, approved by the members via Special Resolution in Annual GeneralMeeting of the Company held on Monday, August 12, 2024.
• Designation of Mrs. Nidhi Harish Sirwani (DIN: 07941219) has been changed by board of directors intheir 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 AnnualGeneral 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 Companyw.e.f. May 30, 2024.
• Mr. Arvind Durgashankar Pande (DIN: 08238902) resigned as Non-Executive Independent Director of theCompany w.e.f. October 15, 2024 due to personal commitments & there was no other material reasonother 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 ofAssociation of your Company, Mrs. Nidhi Harish Sirwani (DIN: 07941219) is liable to retire by rotation at theensuing AGM and being eligible, offers herself for reappointment.
The Board recommends the re-appointment of Mrs. Nidhi Harish Sirwani as Director for your approval. Briefdetails as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided inthe Notice of AGM.
DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors of your Company confirming thatthey meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and therehas been no change in the circumstances which may affect their status as an Independent Director. TheIndependent 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 bankof 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 Sections2(51) and 203 of the Act: 1
BOARD MEETING:
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetingsare convened, as and when required to discuss and decide on various business policies, strategies and otherbusinesses.
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 theCompanies 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 BoardMeetings Eligibleto Attend
Number of BoardMeetings Attended
Mr. Harish ManoharSirwani
07844075
Chairman and ManagingDirector
6
Mr. Manohar AsandasSirwani@
07844076
Non - Executive Director
Ms. Nidhi Harish SirwaniA
07941219
Non-Executive Director
Mr. Arvind DurgashankarPande1
08238902
Non-ExecutiveIndependent Director
Mr. Manish GurumukhdasKarera
10149326
Mrs. Shital BhagvanKharche#
10660098
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 IndependentDirector 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 Meetingheld on August 12, 2024.
The gap between two consecutive meetings was not more than one hundred and twenty days as provided insection 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 asto 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 eachIndependent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria ofindependence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company haveregistered themselves in the Independent Director Data Bank. In the opinion of the Board, all our IndependentDirectors possess requisite qualifications, experience, and expertise including the Proficiency and hold highstandards 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 assessmentof 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 ofthe 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 andindividual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board ofIndia (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, onthe 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 committeemembers on the basis of the criteria such as the composition of committees, effectiveness of committeemeetings, etc.
• The board and the nomination and remuneration committee reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed, meaningful and constructivecontribution 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 executivedirectors and non-executive directors. Performance evaluation of independent directors was done by the entireboard, 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 knowledgeand ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standardshave 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe 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 recordsin accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Companyand 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 concernbasis;
f) The Directors had laid down the internal financial controls to be followed by the Company and that suchInternal 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 lawsand 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 whichare 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 financialresults. Additional meeting is held for the purpose of reviewing the specific item included in terms of referenceof the Committee. During the year under review, Audit Committee met 3 (Three) times viz. on May 30, 2024; July19, 2024 and November 14, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Name
Category
Number of Meetings
During the Financial Year2024-25
Eligible toAttend
Attended
Non-Executive IndependentDirector
Chairperson
Mr. Arvind DurgashankarPande#
Member#
Mrs. Shital Bhagvan Kharche$
Mrs. Nidhi Harish Sirwani
Member
$During the Financial year, the Audit Committee was reconstituted w.e.f. June 10, 2024 and Mrs. Shital BhagvanKharche 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. CompanySecretary 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 fordirectors and employees in confirmation with Section 177 of the Act, to facilitate reporting of the genuineconcerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowerswho avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on thewebsite 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 redressalof Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of ShareCertificates; 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.
Number of MeetingsDuring the Financial Year2024-25
4
Mr. Harish Manohar Sirwani
Chairman and Managing Director
The Company Secretary of the company acts as secretary for the Committees & was present in meetings ofStakeholder'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 ofthe Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifyingthe persons who are qualified to become Directors and may be appointed in senior management andrecommending their appointments and removal. During the year under review, Nomination and RemunerationCommittee met 4 (Four) times viz. on May 30, 2024; July 19, 2024; November 14, 2024 & March 24, 2025.
Mr. Manohar AsandasSirwaniA
Mr. Manish GurumukhdasKareraA
Mr. Arvind DurgashankarPande$
Mrs. Shital Bhagvan Kharche#
Non- Executive IndependentDirector
Mrs. Nidhi Harish Sirwani#
A During the Financial year, the Nomination and Remuneration Committee was reconstituted w.e.f. June 10, 2024Mr. Manish Gurumukhdas Karera was appointed as chairperson in place of Mr. Manohar Asandas Sirwani due tohis resignation;
#Mrs. Shital Bhagvan Kharche and appointed Mrs. Nidhi Harish Sirwani appointed as Members of the committeew.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 andremuneration and other matters ("Remuneration Policy") which is available on the website of your Company athttps://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 guidingprinciples for the NRC for identifying the persons who are qualified to become the Directors. Your Company'sRemuneration Policy is directed towards rewarding performance based on review of achievements. TheRemuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid tothe 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 madethereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any depositduring 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 theCompanies 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 accordancewith Section 92(3) of the Act is made available on the website of your Company and can be accessed using thewww.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 theOrdinary Course of Business. There are no materially significant Related Party Transactions, i.e. exceeding RupeesOne 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 intoindividually or taken together with previous transactions during the financial year, exceeding ten percent of theannual consolidated turnover of the Company as per the last audited financial statements, made by the Companywith Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potentialconflict 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 beconsidered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactionsas 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 areof a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so grantedwere 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 financialstatements 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 theCompany 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 ManagerialPersonnel) Rules, 2014 is not applicable as Company has all labours on daily wages and no permanent employeesare there on roll except Company Secretary as on March 31, 2025. Further, no Remuneration has been paid toExecutive Directors of the Company.
MATERIAL CHANGES AND COMMITMENT:
1. The Board of Directors have considered and approved, Subject to the approval of Shareholders, increase inAuthorized Share Capital of the Company, from Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into60,00,000 (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) eachand subsequent alteration in the Capital Clause (Clause V) of Memorandum of Association of the Companyin their meeting held on February 19, 2025. Later, The Member of the company vide their Ordinaryresolution passed on March 15, 2025 in the Extra-Ordinary General Meeting of the Company, approvedincrease in Authorized Share Capital.
2. The Board of Director of the Company, recommended issue of bonus equity shares in the proportion of 1:1i.e. 1 (one) bonus equity share of Rs. 10 each for every 1 (One) fully paid-up equity share held as on recorddate subject to the approval of Shareholders in their meeting held on February 19, 2025. Later, The Memberof the company vide their Ordinary resolution passed on March 15, 2025 in the Extra-Ordinary GeneralMeeting of the Company, approved the recommended Bonus Issue. Further, the Board of Directors pursuantto In-principle approval of BSE Limited vide letter bearing No. LOD/Bonus/BN-IP/KS/1972/2024-25 datedMarch 17, 2025, allotted 57,46,546 Bonus equity shares of Rs. 10/- each in the ratio of 1 (one) new equityshare 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 inClause III (A): the Main Object Clause of Memorandum of Association ('MOA') by addition of clause: "Toengage in the business of civil works, fabrication, supply, installation, and maintenance of solar LED streetlights and solar energy systems, CCTV installations, and the supply of chemicals (including but not limited toTCL powder) and stationery to government organizations and private entities, and to undertake all relatedactivities including project design, procurement, execution, and management of infrastructure, renewableenergy, 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-OrdinaryGeneral Meeting of the Company, approved alteration in Clause III (A): the main Special Clause ofMemorandum of Association ('MOA').
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized theAnti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassmentat the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation tocomplainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we arecompliant 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 noemployee 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 outgostipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, asamended 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 SecretarialStandard-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, potentialimpact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risksidentified and taking advance actions to mitigate it. The mechanism works on the principles of probability ofoccurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor andmanage 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 aresafeguarded 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. Theinternal audit reports are reviewed by Audit Committee.
The Company has also put in place adequate internal financial controls with reference to the financial statementscommensurate with the size and nature of operations of the Company. During the year, such controls were testedand no material discrepancy or weakness in the Company's internal controls over financial reporting wasobserved.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve andwill retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder valuelegally, 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 toenhance 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 (ListingObligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governanceprovisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of sub regulation (2) of Regulation 46 andPara C, D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does notform 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 notapplicable 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 andAnalysis 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 GM S & CO., Chartered Accountant, Jamnagar (formerly known as M/s. Doshi Maru & Associates, CharteredAccountant, Jamnagar) (FRN: 0112187W), were appointed as Statutory Auditors of the Company to hold officetill 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 areeligible to hold office as Statutory Auditors of your Company.
Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated FinancialStatements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. TheNotes to the financial statements referred in the Auditors' Report are self-explanatory. The Notes to the financialstatements 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 Remunerationof Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, PracticingCompany 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 theirReport except as may be stated specifically in Annexure - C.
Sr.
No.
ComplianceRequirement(Regulations/circulars / guidelinesincluding specificclause)
Deviations
Observations/ Remarks ofthe Practicing CompanySecretary
Reply by management
Compliance withRegulation 3(5) &3(6) SEBI(Prohibition ofInsider Trading)Regulations, 2015w.r.t. maintenanceof UPSI in StructuredDigital Database(SDD)
Delay by Company inentering some of UPSISharing Entries insoftware (StructuredDigital Database).
Company has maintainedinternally StructuredDigital Database in DigitalSoftware for FY 2024-25with adequate internalcontrols and checks suchas time stamping andaudit trails to ensure non¬tampering of thedatabase.
However, few entries inthe SDD software werecaptured delayed by theCompany.
The delay in submissionwas due to administrativeoversight and notintentional. Theconcerned designatedperson has been advised,and the company hasstrengthened its internalcompliance framework toensure timely entriesgoing forward.
Filling of IntegratedFiling (Governance)within 45 days fromthe quarter endingDecember 31, 2024in compliance withSEBI circular:SEBI/HO/CFD/CFD-PoD-
2/CIR/P/2024/185dated December31, 2024 andregulation 10(1A) ofthe Securities andExchange Board ofIndia (ListingObligations andDisclosureRequirements)Regulations, 2015
The submission ofIntegrated Filling(Governance) wasfiled delayed beyond45 days from thequarter endingDecember 31, 2024.
Integrated Filling(Governance) was notfiled within 45 days forquarter ended December31, 2024 and was fileddelay by three days onFebruary 17, 2025.
The delay occurred due toan inadvertent oversight.The compliance team hasnow implemented astricter tracking system toensure timelines are met.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reportedany 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 maintaincost records.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2025, the Company has following subsidiary:
Roni Agro Limited
Subsidiary
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Companyand a separate statement containing the salient features of financial statement of subsidiaries, joint ventures andassociates 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'sshares by Company's designated persons and their immediate relatives as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, laysdown the procedures to be followed by designated persons while trading/ dealing in Company's shares andsharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Company's obligation to maintain adigital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarizewith the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure ofunpublished price sensitive information which has been made available on the Company's website atwww.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 themselvesand strengthen their awareness
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company hasmaintained a functional website namely www.ronihouseholds.com containing basic information about theCompany.
The website of the Company is containing information like Policies, Shareholding Pattern, Financial andinformation of the designated officials of the Company who are responsible for assisting and handling investorgrievances for the benefit of all stakeholders of the Company etc.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 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 theInsolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. Ason the date of this report, there is no application or proceeding pending against your company under theInsolvency 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 andlisting regulations, to the extent the transactions took place on those items during the year. Your Directors furtherstate that no disclosure or reporting is required in respect of the following items as there were no transactionson 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 andESOS;
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 thegoing 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 andthe valuation done while taking loan from the Banks or Financial Institutions along with the reasonsthereof.
ACKNOWLEDGEMENT:
Your Directors are highly grateful for all the guidance, support and assistance received from the Government ofIndia, Governments of various states in India, concerned Government departments, Financial Institutions andBanks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for theirfaith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistentcontribution 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
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 effectfrom November 14, 2024 and Mr. Arvind Durgashankar Pande was appointed as Chief Financial Officerof 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 theirboard 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 theCompany held on Monday, August 12, 2024.