Roni Households : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: December 01, 2022

For Eligible Shareholders Only

RONI HOUSEHOLDS LIMITED

Our Company was originally incorporated as "Roni Households Private Limited" on October 09, 2017 under the Companies Act, 2013 with the Registrar of Companies, Mumbai bearing Registration No. 300575. The status of our Company was changed to a public limited company and the name of our Company was changed to "Roni Households Limited" by a special resolution passed on January 19, 2018. A fresh Certificate of Incorporation consequent upon conversion was issued on March 01, 2018 by the Registrar of Companies, Mumbai. There has been no change in the registered office since incorporation.

Registered Office: Plot No. F - 55, Addl. MIDC Area, Ajanta Road, Jalgaon - 425003

Tel No: [phone]; Email:[e-mail]; Website:www.ronihouseholds.com

Contact Person: Ms. Richie Mukesh Kothari, Company Secretary

Corporate Identification Number: L25207MH2017PLC300575

PROMOTERS OF OUR COMPANY: MR. HARISH SIRWANI AND MRS. NIDHI SIRWANI

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY

ISSUE OF UP TO 8,67,189 EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- (' RIGHTS EQUITY SHARES') OF RONI HOUSEHOLDS LIMITED ("RHL"

OR THE COMPANY OR THE "ISSUER") FOR CASH AT A PRICE OF ₹70/- (RUPEES SEVENTY ONLY) PER RIGHT SHARE (INCLUDING A PREMIUM OF ₹60/- (RUPEES SIXTY ONLY) PER RIGHT SHARE) ('ISSUE PRICE') FOR AN AMOUNT UP TO ₹ 607.03 LAKHS/- ON A RIGHTS ISSUE BASIS TO THE ELIGIBLE SHAREHOLDERS IN THE RATIO OF 1 (ONE) RIGHT SHARES FOR EVERY 5 (FIVE) EQUITY SHARES HELD BY SUCH ELIGIBLE SHAREHOLDERS AS ON THE RECORD DATE, FRIDAY, NOVEMBER 25, 2022 ('ISSUE'). THE ISSUE PRICE IS SEVEN TIMES THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, KINDLY REFER TO THE SECTION TITLED 'TERMS OF THE ISSUE' BEGINNING ON PAGE 149 OF THIS LOF.

WILFUL DEFAULTERS AND/ OR FRAUDULENT BORROWERS

Neither our Company, nor our Promoters, or Directors are or have been categorized as wilful defaulters and/ or fraudulent borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters and/ or fraudulent borrowers issued by the Reserve Bank of India.

GENERAL RISKS

Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and this Issue including the risks involved. The Right Shares have not been recommended or approved by Securities and Exchange Board of India ('SEBI') nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer 'Risk Factors' beginning on page 20 of this Letter of Offer before investing in the Issue.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed and traded on the SME Platform of BSE Limited. Our Company has received in-principle approval from BSE for listing of the Right Shares pursuant to letter bearing reference number DCS/RIGHT/MJ/FIP/2565/2022-23 dated September 14, 2022. For the purposes of this Issue, the Designated Stock Exchange is BSE Limited. Our Company will also make an application to BSE to obtain its trading approval for the right entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

ARYAMAN FINANCIAL SERVICES LIMITED	BIGSHARE SERVICES PRIVATE LIMITED
60, Khatau Building, Ground Floor	Office No. S6-2, 6th floor Pinnacle Business Park
Alkesh Dinesh Modi Marg	Next to Ahura Centre, Mahakali Caves Road,
Fort, Mumbai - 400 001	Andheri (East) Mumbai - 400093
Tel No.:[phone]	Tel No.: [phone]
Fax No.:[phone]	Fax No.: [phone]
Email:[e-mail]	Email:[e-mail]
Website:www.afsl.co.in	Website:www.bigshareonline.com
Investor Grievance Email: [e-mail]	Investor Grievance Email:[e-mail]
Contact Person: Varsha Gandhi	Contact Person: Mr. Vijay Surana
SEBI Registration No. INM000011344	SEBI Registration No.: INR000001385
Validity of Registration: Permanent	Validity of Registration: Permanent

ISSUE PROGRAMME

ISSUE OPENING DATE *	LAST DATE FOR MARKET RENUNCIATION	ISSUE CLOSING DATE**
FRIDAY, DECEMBER 09, 2022	MONDAY, DECEMBER 19, 2022	FRIDAY, DECEMBER 23, 2022

*Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

• Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of application shall be permitted by any Applicant after the Issue Closing Date.

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Index
SECTION I - GENERAL ......................................................................................................................................................	1
DEFINITIONS AND ABBREVIATIONS ..........................................................................................................................	1
NOTICE TO INVESTORS ..................................................................................................................................................	9
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF PRESENTATION ......	12
FORWARD-LOOKING STATEMENTS..........................................................................................................................	14
SECTION II - SUMMARY OF THE LETTER OF OFFER...........................................................................................	16
SECTION III- RISK FACTORS ........................................................................................................................................	20
SECTION IV - INTRODUCTION.....................................................................................................................................	38
THE ISSUE ........................................................................................................................................................................	38
GENERAL INFORMATION ............................................................................................................................................	39
CAPITAL STRUCTURE ...................................................................................................................................................	44
SECTION V - PARTICULARS OF THE ISSUE .............................................................................................................	47
OBJECTS OF THE ISSUE ................................................................................................................................................	47
STATEMENT OF TAX BENEFITS .................................................................................................................................	52
SECTION VI - ABOUT THE COMPANY .......................................................................................................................	56
INDUSTRY OVERVIEW .................................................................................................................................................	56
OUR BUSINESS................................................................................................................................................................	64
OUR MANAGEMENT......................................................................................................................................................	70
SECTION VII - FINANCIAL INFORMATION ..............................................................................................................	75
FINANCIAL STATEMENTS............................................................................................................................................	75
STATEMENT OF ACCOUNTING RATIOS..................................................................................................................	129
STATEMENT OF MATERIAL DEVELOPMENTS AFTER MARCH 31, 2022 ..........................................................	130
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................................	131
SECTION VIII - OTHER INFORMATION ..................................................................................................................	138
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................	138
GOVERNMENT AND OTHER APPROVALS ..............................................................................................................	141
OTHER REGULATORY AND STATUTORY DISCLOSURES...................................................................................	142
SECTION IX - ISSUE RELATED INFORMATION ....................................................................................................	149
TERMS OF THE ISSUE..................................................................................................................................................	149
PROCEDURE FOR APPLICATION ..............................................................................................................................	160
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................	186
SECTION X - OTHER INFORMATION .......................................................................................................................	187
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................	188
DECLARATION .............................................................................................................................................................	190

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

DEFINITIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below, which should be considered whilst reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective Applicant only and is not exhaustive.

In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to 'the/our Company', 'we', 'our', 'us' or similar terms are to Roni Households Limited as the context requires, and references to 'you' are to the Eligible Shareholders and/ or prospective Investors in this Right Issue of Equity Shares.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in section titled 'Industry Overview', 'Statement of Tax Benefits','Financial Information', 'Outstanding Litigations and Material Developments' and 'Terms of the Issue' on page 56, 52, 75,138 and 149 respectively, shall have the meaning given to such terms in such sections.

Conventional / General Terms

	Term			Description
Roni		Households		Roni Households Limited, a public limited company incorporated under the
Limited.	/	Roni		provisions of the Companies Act, 2013 with its registered office in Plot No. F - 55,
Households		/ The		Addl. MIDC Area, Ajanta Road, Jalgaon - 425003, Maharashtra, India.
Company / Company /
We / Us / Our
Company
₹ /Rs. /Rupees /INR		Indian Rupees.
Company related Terms
	Term			Description
ASBA					Application Supported by Blocked Amount.
AY					Assessment Year.
Articles	/	Articles of		Unless the context otherwise requires, refers to the Articles of Association of Roni
Association				Households Limited.
Auditor		of	the
Company	(Statutory		Statutory and peer review auditor of our Company, namely, M/s DGMS & CO,
Auditor/Peer	Review		Chartered Accountants
Auditor)
Board	of	Directors /		The Board of Directors of Roni Households Limited, including all duly constituted
Board					Committees thereof.
Companies Act			The Companies Act, 2013 and rules issued thereunder, as amended
Company	Secretary
and	Compliance		Ms. Richie Mukesh Kothari
Officer
Director(s)				Director(s) of Roni Households Limited, unless otherwise specified.
DP/		Depository		Depository Participant as defined under the Depositories Act.
Participant
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Term					Description
Eligible Shareholder(s)		Eligible holder(s) of the Equity Shares of Roni Households Limited as on the Record
					Date
Equity Shares			Equity Shares of our Company of Face Value of Rs. 10 each unless otherwise
		specified in the context thereof.
Equity Shareholders			Persons holding Equity Share of our Company.
Group Companies			RV Gems Private Limited
ISIN					International Securities Identification Number being INE02AP01013
Key	Management		Individuals described in the chapter titled "Our Management" on page no. 70 of this
Personnel / KMP			Letter of Offer.
MOA / Memorandum /
Memorandum	of		Memorandum of Association of Roni Households Limited.
Association
					The Promoters of our Company:
Promoter(s)				∙	Mr. Harish Sirwani
					∙	Mrs. Nidhi Sirwani
					Persons and entities forming part of the promoter group of our Company as
Promoter Group			determined in terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations and as
		disclosed by our Company in the filings made with the BSE Limited under the SEBI
					(LODR) Regulations;.
Registered Office			Plot No. F - 55, Addl. MIDC Area, Ajanta Road, Jalgaon - 425003, Maharashtra
Registrar of Companies		Registrar of Companies, Maharashtra situated at 100, Everest, Marine Drive,
/ RoC					Mumbai - 400 002.
Stock		Exchange
Designated	Stock		Unless the context requires otherwise, refers to, SME Platform of BSE.
Exchange/ BSE
Issue Related Terms
Term					Description
"Abridged		Letter	of			Abridged Letter of Offer to be sent to the Eligible Shareholders with respect to the
			Issue in accordance with the provisions of the SEBI (ICDR) Regulations and the
Offer" or " ALOF"
			Companies Act.
Allot/Allotment/Allotted			Unless the context requires, the allotment of Right Shares pursuant to this Issue;
		Allot/Allotment/Allotted
						The account opened with the Banker to the Issue, into which the Application
Allotment Account				Money lying to the credit of the escrow account(s) and amounts blocked in the
			ASBA Account, with respect to successful Investors will be transferred on the
						Transfer Date in accordance with Section 40 (3) of the Companies Act;
						The note or advice or intimation of Allotment sent to the Investors, who have been
Allotment Advice				or are to be allotted the Rights Equity Shares after the basis of Allotment has been
						approved by the BSE.
Allotment Date				The date on which Allotment is made.
Allottee(s)						Persons who are Allotted Right Shares are issued pursuant to the Issue.
						Eligible Shareholder(s) and/or Renouncee(s) who make an application for the
Applicant(s) / Investors			Right Shares pursuant to this Issue in terms of the Letter of Offer, being an ASBA
						Investor.
						Application made through (i) submission of the Application Form or plain paper
						Application to the Designated Branch of the SCSBs or online/ electronic
Application					application through the website of the SCSBs (if made available by such SCSBs)
						under the ASBA process, to subscribe to the Rights Equity Shares at the Issue
						Price.
						Unless the context otherwise requires, a Common application form (through the
Common		Application			website of the SCSBs (if made available by such SCSBs) under the ASBA
Form						process) used by an Applicant to make an application for the Allotment of Right
						Shares in the Issue.
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