Roni Households Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 7^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2024, 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:

(Rs. in Lakhs)

	Standalone-Year Ended		Consolidated-Year Ended
	31/03/2024	31/03/2023	31/03/2024
31/03/2023
Revenue From Operations	768.28	548.93	1685.81	1432.46
Other Income	87.25	11.36	87.25	11.36
Total Income	855.54	560.29	1773.05	1,443.82
Less: Total Expenses before Depreciation, Finance Cost and Tax	697.82	453.45	1614.09	1322.97
Profit before Depreciation, Finance Cost and Tax	157.72	106.85	158.96	120.85
Less: Depreciation	51.95	63.56	51.95	63.57
Less: Finance Cost	18.85	32.33	19.01	32.33
Profit Before Tax	86.92	10.95	88.00	24.95
Less: Current Tax	10.21	1.71	10.49	3.90
Less: Deferred tax Liability (Asset)	18.50	2.41	18.50	7.35
Profit after Tax	58.21	6.83	59.01	13.70

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Standalone Financial performance of the Company:

The total income of your Company for the year ended March 31, 2024 was Rs. 855.54 Lakh as against the total income of Rs. 560.29 Lakh for the previous year ended March 31, 2023. The Total Income of your company was increased by 52.69% over previous year. The major increase in total income of the Company was due to increase in the sales of the company and major decrease in Cost of Material consumed. The Revenue from Operation increased about 39.96% as compared to previous Financial Year 2022-23.

During the year, your Company has earned a Net Profit after Tax of Rs. 58.21 Lakh for the current financial year under review as compared to Net Profit after Tax of Rs. 6.83 Lakh in the previous financial year. The profit of your Company increased about 725.27% as compared to previous financial year, the major increase in profit is due to increase in total income of the company.

Consolidated Financial Performance of your Company:

The Consolidated Financial Statements presented by your Company include the financial result of Roni Agro Limited, the Subsidiary Company. During the year under review, the Consolidated total income of your Company was Rs. 1773.05 Lakh, The Consolidated Revenue from Operation of the Company was Rs. 1685.81 Lakh and your Company has earned a Consolidated Net Profit after Tax of Rs. 59.01 Lakh for the year ended March 31, 2024 as compared to Rs. 13.70 Lakhs during the previous financial year ended March 31, 2023.

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 2023-24, 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, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company is Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 6000000 (Sixty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital:

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

1. The Board of Director of your Company in their meeting held on March 06, 2024 have approved issue & allotment of 543600 (Five Lakh Forty-Three Thousand Six Hundred Only) Equity Shares of Rs. 10 (Rupees Ten Only) each fully paid up, on a preferential basis ("Preferential Issue"), to the Proposed Allottees at an issue price of Rs. 41/- (Rupees Forty-One Only) per Equity Share including Security Premium of Rs. 31 (Rupees Thirty-One only) per Equity Share. The Members of your company in their Extra Ordinary General Meeting held on March 28, 2024 have approved the Preferential Issue of 543600 (Five Lakh Forty-Three Thousand Six Hundred Only) Equity Shares to Non-Promoter/Public Category, at an issue price of Rs. 41/- (Rupees Forty-One Only) per Equity Share [including Security Premium of Rs. 31 per Equity Share].

Further, your Company has received In Principle Approval from BSE Limited vide its letter bearing No. LOD/PREF/TT/FIP/1493/2023-24 dated March 22, 2024 for issue of 543600 equity shares of Rs. 10/- each at a price not less than Rs. 41/- to non-promoter on a preferential basis.

The Board of Directors of your Company in their board meeting held on March 30, 2024, have approved allotment of 543600 (Five Lakh Forty-Three Thousand Six Hundred Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 41/- (Rupees Forty-One Only) (including share premium of Rs. 31/-per Share) per Equity Share, aggregating to Rs. 2,22,87,600/- (Rupees Two Crore Twenty-Two Lakh Eighty-Seven Thousand Six Hundred Only) to the persons who have accepted the offer on preferential basis to Non-Promoters/Public for Cash.

These shares were listed on the BSE Limited with effect from April 16, 2024 and trading approval for the shares was received on April 25, 2024.

> The present Paid-up Share Capital of the Company is Rs. 5, 74, 65,460/- (Rupees Five Crore Seventy-Four Lakh Sixty-Five Thousand Four Hundred Sixty Only) divided into 5746546 (Fifty-Seven Lakh Forty-Six Thousand Five Hundred Forty-Six Only) Equity Shares of Rs.10/- (Rupees Ten Only) each.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF EQUITY SHARES:

The Company raised funds of Rs. 2, 22, 87,600 (Rupees Two Crore Twenty-Two Lakh Eighty-Seven Thousand Six Hundred Only) through Preferential Issue of Equity Shares. The gross proceeds of preferential issue have been utilized in the following manner:

(Rs. in Crores)

Original Object	Original Allocation	Funds Utilized till March 31, 2024
1. Prepayment of borrowings of the Company, Meeting future funding requirements and working capital and other general corporate purposes of the Company.	2.23	2.23

Further, there is no deviation/ variation in the utilization of the gross proceeds raised through Preferential Issue of Equity Shares.

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

During the year under review, there were no changes took place in Memorandum of Association of your Company.

Further, with the enactment of the Companies (Amendment) Act, 2015, the use of Common Seal was made optional, and hence the Company had altered the Articles of Association ("AOA") of the Company by removing/amending the relevant clauses pertaining to the common seal in the6^thAnnual General Meeting of your Company held on August 11, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of March 31, 2024, your Companys Board had five members comprising of two Executive Directors, one Non-Executive and two Independent Directors. The details of Board of Directors are as follows:

Name of Director	Category Cum Designation	Initial date of Appointmen t	Date of Appointmen t at current Term & designation	Total Directo r Ships in other Co.1	No. of Committee1 in which in which Director is Director is Chairman Members2 2		No. of Shares held as on March 31, 2024
Mr. Harish Manohar Sirwani	Chairman and Managing Director	09/10/2017	11/08/2023	3	1	-	2011546
Mr. Manohar Asandas Sirwani*	Non- Executive Director	15/07/2018	15/07/2018	2	-	-	10
Ms. Nidhi Harish Sirwani	Whole-time Director	09/10/2017	11/08/2023	3	2	-	1442650
Ms. Arvind Durgashankar Pande	Non- Executive Independent Director	27/09/2018	31/10/2018	-	1	-	-
Mr. Manish Gurumukhdas KareraA	Non- Executive Independent Director	05/05/2023	11/08/2023	-	2a	2a	-
Mrs. Shital Bhagvan Kharche#	Additional Non- Executive Independent Director	07/06/2024	07/06/2024	-	-	-	-
Mr. Shailesh Suresh Bajaj#	Non- Executive Independent Director	01/01/2018	31/10/2018	-	2#	2#	-

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.

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, there were following changes took place in constitution of the Board of Directors of the Company.

Board Composition:

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below:

a) Appointment:

• Mr. Manish Gurumukhdas Karera (DIN: 10149326) was appointed as an Additional Independent Director of the Company w.e.f. May 05, 2023. His appointment was approved by the shareholders by passing Special Resolutions in Annual General Meeting held on August 11, 2023 for a period of five years i.e. upto May 04, 2028.

• Further, after closure of financial year Ms. Shital Bhagvan Kharche (DIN: 10660098) was appointed as Additional Independent Director w.e.f. June 07, 2024.

b) Cessation:

• Mr. Shailesh Suresh Bajaj (DIN: 08054342), resigned as Non-Executive Independent Director of the Company w.e.f. May 03, 2023.

• Further, after closure of financial year, Mr. Manohar Asandas Sirwani resigned as Non-Executive Director of the Company w.e.f. May 30, 2024.

The Board places on record the deep appreciation for valuable services and guidance provided by the outgoing Director, during his tenure of Directorship.

c) Re-appointment / Change in designation:

• Mr. Harish Manohar Sirwani (DIN: 07844075) was re-appointed as a Chairman & Managing Director of the Company for a period of further 5 years w.e.f. August 11, 2023. His re-appointment was approved by the shareholders by passing a special resolution in the Annual General Meeting held on August 11, 2023.

• Mrs. Nidhi Harish Sirwani (DIN: 07941219) was re-appointed as a Whole Time Director of the Company for a period of further 5 years w.e.f. August 11, 2023. Her re-appointment was approved by the shareholders by passing a special resolution in the Annual General Meeting held on August 11, 2023.

d) Regularization of directors:

• Mr. Manish Gurumukhdas Karera (DIN: 10149326) Additional Independent Director of the company has been regularized and appointed as a Non-Executive Independent Director of the company for a period of five years up to May 04, 2024 not liable to retire by rotation in the Annual General Meeting held on August 11, 2023.

e) 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, Mr. Harish Manohar Sirwani (DIN: 07844075) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Harish Manohar 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 Act and Regulation 16(1) (b) of the SEBI Listing Regulations 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:

• Mr. Harish Manohar Sirwani - Chairman& Managing Director

• Mrs. Nidhi Harish Sirwani - Whole Time Director & CFO

• Ms. Pooja Bagrecha - Company Secretary & Compliance Officer

During financial year 2023-24, there were no changes took place in KMP except Ms. Richie Kothari tendered her resignation from the post of Company Secretary & Compliance Officer with effect from August 05, 2023 and Ms. Pooja Bagrecha was appointed as Company Secretary & Compliance Officer of the Company with effect from August 05, 2023.

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 10 (Ten) times as on, April 01, 2023; May 05, 2023; May 25,2023; June 01, 2023; July 17,2023; August 04, 2023; November 11, 2023; January 24, 2024; March 06,2024 and March 30,2024 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	10	10
Mr. Manohar Asandas Sirwani	07844076	Non - Executive Director	10	10
Ms. Nidhi Harish Sirwani	07941219	Whole-time Director	10	10
Mr. Arvind Durgashankar Pande	08238902	Non-Executive Independent Director	10	10
Mr. Shailesh Suresh Bajaj#	08054342	Non-Executive Independent Director	1	1
Mr. Manish Gurumukhdas Karera*	10149326	Non-Executive Independent Director	8	8

#During the financial year, Mr. Shailesh Suresh Bajaj hasresigned from the post of Non- Executive Independent Director of the company w.e.f from May 03, 2023.

*During the financial year Mr. Manish Gurumukhdas Karera was appointed as an Additional Independent Director w.e.f May 05, 2023 and was, further regularized as Non-Executive Independent Director in the Annual General Meeting held on August 11, 2023.

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:

Type of General Meeting	Date of General Meeting
1. Annual General Meeting	11-08-2023
2. Extra-Ordinary General Meeting	28-03-2024

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 Three 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 06, 2024 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 is 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, 2024, 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 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 ongoing concern basis;

e) 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

f) 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 result. 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 5 (Five) times viz. on April 01, 2023; May 25, 2023; July 17, 2023; November 11, 2023; and January 24, 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 2023-24
			Eligible to Attend	Attended
Mr. Shailesh Suresh Bajaj#	Non-Executive Independent Director	Chairperson#	1	1
Mr. Manish Gurumukhdas Karera#	Non-Executive Independent Director	Chairperson#	4	4
Mr. Arvind Durgashankar Pande	Non-Executive Independent Director	Member	5	5
Mrs. Nidhi Harish Sirwani	Whole-Time Director	Member	5	5

# During the Financial year, the Audit Committee was reconstituted by adding Mr. Manish Gurumukhdas Karera as chairperson of the committee in place of Mr. Shailesh Suresh Bajaj due to his resignation.

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. Stakeholders Grievance & Relationship Committee:

The Company has constituted Stakeholders 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, Stakeholders Relationship Committee met 4 (Four) times viz. on May 05, 2023; August 04, 2023; November 11, 2023 and March 06, 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 2023-24
			Eligible to Attend	Attended
Mr. Shailesh Suresh Bajaj#	Non-Executive Independent Director	Chairperson#	0	0
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	Whole-Time Director	Member	4	4

#During the Financial year, the Stakeholders Grievance & Relationship Committee was reconstituted by adding Mr. Manish Gurumukhdas Karera as chairperson of the committee in place of Mr. Shailesh Suresh Bajaj due to his resignation.

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

There were no complaints received from any shareholders during the year and no complaints were pending as on March 31, 2024.

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 05, 2023; July 17 2023; August 04, 2023 & March 06, 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 2023-24
			Eligible to Attend	Attended
Mr. Manohar Asandas Sirwani	Non-Executive Director	Chairperson	4	4
Mr. Shailesh Suresh Bajaj#	Non-Executive Independent Director	Member#	0	0
Mr. Manish Gurumukhdas Karera#	Non-Executive Independent Director	Member#	4	4
Mr. Arvind Durgashankar Pande	Non-Executive Independent Director	Member	4	4

#During the Financial year, the Nomination and Remuneration Committee was reconstituted by adding Mr. Manish Gurumukhdas Karera as member of the committee in place of Mr. Shailesh Suresh Bajaj due to his resignation.

After the Closure of Financial year 2023-24, the Board of Directors in their meeting held on May 30, 2024have Reconstituted Nomination and Remuneration Committee due to resignation of Mr. Manohar Asandas Sirwani. Subsequently, the new composition of the Nomination and Remuneration Committee is as under;

Name	Category	Designation
Mr. Manish Gurumukhdas Karera	Non-Executive Independent Director	Chairperson
Mr. Arvind Durgashankar Pande	Non-Executive Independent Director	Member
Mrs. Shital Bhagvan Kharche*	Additional Non- Executive Independent Director	Member*

*Mrs. Shital Bhagvan Kharche Appointed as an Additional Non-Executive Independent Director w.e.f June 07, 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 www.ronihouseholds.com/policies/.

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 Companys 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 2023-24 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, 2024 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 Arms Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e exceeding Rupees One Thousand Crore 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 2023-24, 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 2023-24 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/policies/.

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, 2024. Further, no Remuneration has been paid to Executive Directors of the Company.

MATERIAL CHANGES AND COMMITMENT:

During the FY 23-24, the Foreign Wholly Owned Subsidiary Company of the Company named "RONI INTERNATIONAL LLC" located at Sharjah, UAE got terminated, due to cancellation of certificate by Sharjah Media City - Free Zone Authority (Shams) and upon completion of all the cancellation procedures as per the requirements of the Authority the Foreign Wholly Owned Subsidiary of the Company ceased to in existence w.e.f. July 28, 2023.

Further, during the FY 23-24, Roni Agro Limited a wholly owned subsidiary of the Company, pursuant to the approval of board of Directors of the Company in their Board meeting dated June 15, 2023, allotted 250000 (Two lakhs Fifty Thousands Only) shares of Rs. 10 each of Roni Agro Limited at an issue price of Rs. 100 each (including premium of Rs. 90/- per share) on preferential basis to Individual - Promoter allottees. Subsequently, Roni Agro Limited ceased to be the wholly owned subsidiary of the Company, as post preferential issue the holding of the company reduced to 51% (Fifty-One Percent) and therefore Roni Agro Limited became subsidiary of the Company instead of wholly owned subsidiary.

Apart from the aforementioned transaction, there were no other material changes or commitments undertaken during the financial year.

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.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2024.

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 Companys 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) 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 AUDITOR 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 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - C to this Report.

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 Companys 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, 2024, the Company has following subsidiaries:

Sr. No. Name	Category
1. Roni Agro Limited*	SubsidiaryA

$During the year, Roni Agro Private Limited, a Private Limited Company is converted into a Public Limited Company and its name got changed to Roni Agro Limited.

ADuring the year, Roni Agro Limited ceased be wholly owned Subsidiary Company of the Company pursuant to preferential issue w.e.f. June 15, 2023.

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 Companys shares by Companys 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 Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Companys 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 Companys website at www.ronihouseholds.com/policies/.

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.ronihousehold.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 2023-24, 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 Companys 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.