Gorani Industries Ltd

To,

The Members,

Gorani Industries Limited

Your Directors have great pleasure in presenting herewith the Twenty Ninth Annual Report of your Company together with the audited financial statement for the financial year ended on 31st March, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this Board Report is prepared based on the standalone financial statements of the Company for the period underreview.

1. FINANCIAL RESULTS: (Amount in Lacs)

INDIAN ACCOUNTING STANDARD (Ind AS):

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from April 1,2017 with a transition date of April 1,2016. The financial statements of the Company for the financial year 2023-24 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other recognized accounting practices and policies to the extent applicable.

2. PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS:

Your Company has achieved total revenue of Rs. 4265.76 Lakh during the year ended 31st March, 2024 as against that of Rs. 4258.53 Lakh during the previous year ended 31st March, 2023. The Company has earned net profit of Rs. 126.27 Lakh during the financial year against net profit of Rs. 157.41 Lakh in the previous year.

The Company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, Steel frames, gas geyser, rangehood chimney etc. It does its business through a strong network of dealer and distributors all over central, south and north India. The Company is in the process of implementing strategies to capitalize available opportunities.

During the year, there was no change in the nature of business of the Company.

3. MATERIAL CHANGES AND COMMITMENTS THAT AFFECTED THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATETILLTHE DATE OFTHIS REPORT There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

4. MAJOREVENTS OCCURRED

The Company has received observation letter vide letter no. DCS/AMAL/TL/R37/2948/2023-24 dated 23th October, 2023 with 'no adverse observations' from BSE Limited howeverthe Board of Directors in its meeting held on April 19th, 2024 have decided to withdraw/cancel the Scheme of Amalgamation between the Blow Hot Kitchen Appliances Pr?vate Limited ("Transferor Company") and Gorani Industries Limited ("Transferee Company") and their respective shareholders as approved by Board of Directors on 07th February, 2023 in the substantial ?nterest of the stakeholders of the Company.

5. CAPITAL STRUCTURE

There is no change in the Capital Structure of the Company during the period under review. The paid up Equity share capital of the Company as on 31st March, 2024 is Rs. 5,36,26,000.00 divided into 53,62,600 equity sharesof Rs. 10.00 each.

6. LISTINGON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and necessary listing fees have been paid upto date. The Company has made application to BSE Limited dated lOth August, 2023 seeking approval for reclassification of Promoter Shareholders under the provisi?n of Regulation 31A of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and the Company has received approval letter from BSE Limited on 05th December, 2023.

7. TRANSFERTO RESERVE, IFANY

During the year, the Company does not propose to transfer any amount to the any Reserve.

8. DIVIDEND:

To conserve the resources of the Company and for better utilization of funds, your directors are not recommendinganydividendfortheyear.

9. RE-APPOINTMENT

As per the provisi?n of Companies Act, 2013, Mr. Sanjay Kumar Gorani (Holding DIN- 00055531) Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment. The Board recommends his re- appointment.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Geet Gorani (Holding DIN: 08364525) was confirmed by the members of the Company in the Annual General Meeting held on September 29, 2023 as a Non-Executive Director of the Company.

Apart from the above, there was no change in the Directors and Key Managerial Personnel of the Company during the period.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Board of Directors. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

All Independent Directors of the Company have valid registration in the Independent Director's databank of Indian Institute of Corporate Affairs as required

under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019 and has passed the Online proflclency self- assessment test as required to be undertaken by an Independent Director under the provisions of Section 150 of the Companies Act, 2013 and the rules framed there under.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which inelude criteria for performance evaluation of the non-executive directors and executive directors.

11. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS:

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuantto the provisions of the Act. The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, positive attribute, independence of director and other matters, as required under sub- section (3) of section 178 of the Companies Act 2013 is available on Company's website at the link: http://www.goraniindustries.com/investors/.

There has been no change in the policy since last fiscal year. We affirm that the remuneration paid to the directors is as perthe terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is annexed herewith as Annexure-I tothis Board s' Report.

12. ANNUAL RETURN

Pursuant to the provisions of clause (a) of sub-section (3) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31,2024 can be accessed at http://www.goraniindustries.com/investors/.

13. AUDITORSANDTHEIR REPORT

The Members at their 25thAnnual General Meeting of the Company held on 30th September, 2020, had appointed M/s. Sandeep Surendra Jain and Company, Chartered Accountants (bearing Firm Registration No. 010172C) as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusi?n of 25th Annual General Meeting

till the conclusi?n of the 30th Annual General Meetlng.

The Notes on financial statement referred to ?n the Auditors' Report are self-explanatory and do not cali for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

14. INTERNAL AUDITOR

M/s. Navin Sapna & Co., Chartered Accountants (bearing flrm registration no. 010507C) have been appointed as an Internal Auditor of the Company w.e.f. lst April, 2017 in the Board Meeting held on 30th May, 2017.

15. SECRETARIA!. AUDIT:

M/s. Manish Jain & Co., Practicing Company Secretarles has been appointed to conduct the secretarial audit of the Company forthe financial year 2023-24 in the Board Meeting held on 30th May, 2023.

Further, the Company has also appointed M/s. Manish Jain & Co., Practicing Company Secretarles for the financial year 2024-25 in the Board Meeting held on30th May, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure II to this Report. The report is self- explanatory and does not cali for any further comments except following remarks:

1. During the year under review, the Company has deposited contribution under Employees State Insurance Act, 1948 and Employees' Provident Fund and Miscellaneous Provisions Act, 1952 for few months after due date.

Explanation of above remarks:

The Board clarified that the above delay in payment was mainly due to technlcal glitches faced at respective portal.

16. ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual directors pursuant to the provisions of theCompaniesAct, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneraron Committee reviewed the performance of individual directors on the basis of 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 a sep?rate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done bythe entire board, excludingthe independent director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

17. RELATED PARTYTRANSACTIONS

The Contracts or arrangements entered into by the Company are inaccordance with provisions ofSection 188 of the Companies Act, 2013 duringtheyear under review and were in ordinary course of business and on arm's length basis.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - are set out in Note 29 to the Standalone Financial Statements of the Company.

There are no materlally significant related parties transactions entered into bythe Company, which may have a potential conflict with the interest of the Company atlarge.

Further details have been given in the prescribed Form AOC-2 annexed herewith as Annexure-lll.

The policy on Related Party Transactions as approved by the Board may be accessed on Company's website at the link: http://www.goraniindustries.com/investors/

18. CORPORATEGOVERNANCE

Regulation 17,17A, 18,19,20,21,22,23,24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

A. BOARD MEETINGS

During the year 2023-24, 06 (Six) Board Meetings were held on 30th May, 2023; 07thAugust, 2023; 23rd August, 2023; 06th November, 2023; 13th February, 2024 and 06th March, 2024.

B. AUDITCOMMITTEE MEETINGS

During the financial year 2023-24,06 (Six) Audit Committee Meetings were held on 30th May, 2023; 07th August, 2023; 23rd August, 2023; 06th November, 2023; 13th February, 2024 and 06th March, 2024.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2023-24, 01 (One) meeting of the Nomination and Remuneraron Committee was held on 06th March, 2024.

D. STAKEHOLDER RELATIONSHIP COMMITTEE MEETINGS

During the financial year 2023-24, 05 (Five) Stakeholder Relationship Committee Meetings were held on 08th April, 2023; 07th August, 2023; 18th August, 2023; 06th November, 2023; and 13th February, 2024.

20. THE ?AMES OF COMPANIES WHICH HAVE BECOME ORCEASEDTO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiarles, joint ventures or associate companies.

21. SECRETARIALSTANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretarles of India.

22. CO N SER VATIO N OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

The information relating to conservaron of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule 8 of The Companies (Accounts) Rules, 2014 ?s given in Annexure IV forming part of this report.

23. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneraron of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished in Annexure V.

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTERVOFTHEACT:

(a) Accepteddur?ngtheyear:N?l

(b) Remained unpaid or unclaimed as at the end of theyear: Nil

(c) Whether there has been any default ?n repayment of deposits or payment of ?nterest thereon during the year and ?f so, number of such cases and the total amount involved: Nil

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil

During the year, the Company has taken an Unsecured loan from Mr. Sanjay Kumar Gorani (Holding DIN- 00055531) and Mr. Nakul Gorani (Holding DIN- 06543317), Directors of the Company and received a Dec?aration to the effect that the said amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits fromothers.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and henee it is not required to form?late polieyon corporate social responsibility.

AUDITCOMMITTEE

Audit Committee is entrusted with the responsibility to supervise the Company's financial reporting process and internal Controls. The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013.

As on date the Audit Committee comprises of three Directors i.e. Mr. Ayush Shukla (Holding DIN: 09057436), Independent Director (Chairman), Ms. Komal Motwani (Holding DIN: 07302550), Independent Director (member) and Mr. Geet Gorani (Holding DIN: 08364525), Non-Executive Director (member). All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company is in terms of Companies Act, 2013, to deal with instance of fraud and mismanagement, if any. The Policy on vigil mechanism may be accessed on the Company's website at the link http://www.goraniindustries.com/investors/.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors State that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had 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 financial year ended on March 31, 2024 and of the profitof the Company forthat period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down 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.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a sep?rate section forming part of the Annual Report.

29. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has framed the Risk Management Policy which highlights the Company's practices and risk management framework for the identification and management of uncertainty. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and ?nternal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact

on the Company's business and to ensure that the Board regularly reviews the risk management and oversight policies.

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of management- supervised internal control, which is aimed at achievlng efflciency ?n operatlons, optimum utilization of resources, effectlve monltoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accountlng and all its business dealings.

The Company's ?nternal control Systems are commensurate wlth the nature of ?ts business and the size and complexlty of ?ts operatlons. The Company ensures adherence to all ?nternal control policies and procedures. A qualified and independent audlt commlttee of the Board, comprlslng the independent dlrectors reviews the adequacy of ?nternal control.

The report on Internal Financial Control has also been annexed wlth the financlal statements of the Company as provlded by the Statutory Auditor of the Company.

31. COST RECORDS

Maintenance of cost records as specifled by Central Government under sub sectlon (1) of Sectlon 148 of the Companies Act, 2013, is not applicable to the Company.

32. SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and is committed to create a healthy worklng envlronment that enables all employees to work wlthout fear of prejudlce, gender bias and sexual harassment. Company has complied wlth the Constltutlon of Internal Compllant Commlttee under Sexual Harassment of Women at Workplace (Preventlon, Prohlbitlon and Redressal) Act, 2013 to redress complalnts recelved regardlng sexual harassment.

During the year under review, there were no cases flled pursuanttothe Sexual Harassment ofWomenat Workplace (Preventlon, Prohlbitlon and Redressal) Act, 2013.

33. GENERAL

Your Directors State that no disclosure or reporting ?s requlred in respect of the following Items as there were no transactlons on these Items during the year under review:

1. Details of particulars of loans, guarantees or ?nvestments under section 186 of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dlvldend, voting or otherwise.

3. Issue of shares (includlng sweat equity shares) to employees of the Company under any Employee Stock Optlon Scheme.

4. Nelther the Managing Director ?or the Whole- tlme Directors of the Company recelve any commlsslon.

5. Sep?rate Section containing a Report on performance and Financial Posltion of each of Subsidiarles, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

6. The Audltors of the Company have not reported any fraud as specifled under second proviso of Sectlon 143 (12) of the Companies Act, 2013.

7. No slgnificant or material orders were passed by the Regulators or Courts or Tribunals which ?mpact the golng concern status and Company's operationsinfuture.

8. Voluntary revisi?n as per Sectlon 131 of the Companies Act, 2013.

9. The details regardlng appllcation made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

10. Details of events in relation to any Devlatlon(s) or varlatlon(s) ?n the use of proceeds of preferentlal issue of Warrants.

34. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operatlon being received from the Banks, ShareTransfer Agent, Stock Exchanges, Shareholders, customers, staff and workers of the Company and thankthemfortheircontlnuedsupport.