Your Directors have great pleasure in presenting herewith the Twenty Eighth Annual Report of your Company together with the audited financial statement for the financial year ended on 31st March, 2023.

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 2022-23have 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. 4258.53 lakh during the year ended 31st March,

2023 as against that of Rs. 2886.81 lakh during the previous year ended 31st March, 2022.The Company has earned net profit of Rs. 157.41 Lakh during the financial year against net profit of Rs. 160.81Lakh 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 RELATE TILL THE DATE OF THIS 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. MAJOR EVENTS OCCURRED DURING THE YEAR

The Board of Directors in its meeting held on August 19, 2022, approved the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited ("Transferor Company) and Gorani industries Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder but the said Scheme of Amalgamation was withdrawn by the Company and the Board of Directors has approved the revised Scheme of Amalgamation in the meeting held on 07th February, 2023.The revised scheme has been filed with BSE Limited on 14th February, 2023.

The Board of Directors of Transferor and Transferee Company have opined that the proposed amalgamation would be in the best interest of the respective companies, their shareholders, employees, creditors and other stakeholders, as the proposed amalgamation will yield advantages as set out, inter alia, below:

i. consolidation for the long-term sustainability of the business;

ii. create value for stakeholders including respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, innovations in technology and expanded reach with increased growth opportunities, higher cross selling opportunities to a larger base of customers, improvement in productivity and operational efficiencies, amongst others;

iii. better administration and cost optimization (including optimization in administrative and other common costs by bulk negotiations);

iv. pooling of resources, achieving economies of scale and creating better synergies;

v. provide material realisable cost and revenue synergies for the benefit of the Parties;

vi. The merger will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders' value;

vii. The merger will result in achieving cost savings from more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements;

viii. The merger will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities, to maximize shareholders value;

ix. The merger will help in consolidating and improving the internal control systems and procedures which will bring greater management and operational efficiency due to integration of various similar functions being carried out by the entities such as human resources, finance, legal, management etc;

x. The merger will result in a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;

xi. The merger will also enable unified accounting

Crore Only) divided into1,50,00,000 (One Crore Fifty Lacs) equity shares of Rs. 10.00 (Rupees Ten Only) each and30,00,000 (Thirty Lacs) preference shares of Rs. 10.00 (Rupees Ten Only) each.

Except as disclosed above and elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company as at the end of financial year to which it relates. Further, it is hereby confirmed that there has been no change in the business of the Company.

6. DETAILS OF UTILIZATION FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS

The Company has raised funds through preferential allotment of 4,87,500 (Four Lakh Eighty Seven Thousand Five Hundred) warrants, each convertible into or exchangeable for 1 (One) fully paid-up Equity Share of the Company having face value of Rs. 10/-each(Rupee Ten Only) ("Equity Share"), each at a premium of Rs. 37/- (Rupees Thirty Seven only) per share.

The Company has received an amount of Rs. 91,65,000 (Rupees Ninety One Lacs Sixty Five Thousand Only)being 40% of the Warrant Issue Price at the time of subscription of the warrants and balance 60% i.e. Rs.1,37,47,500 (Rupees One Crore Thirty Seven Lacs Forty Seven Thousand and Five Hundred Only) at the time of allotment of equity shares pursuant to exercise of options against each such warrant by the warrant holders.

Further, the entire aforesaid money has been utilized by the Company for the purpose for which it was raised and which was mentioned in the explanatory statement to the notice for the Extra Ordinary General Meeting dated 07th March, 2022 i.e. Augmenting long term resources for general corporate purposes, enhancing net worth and financial position, ensuring long term viability and growth of the Company.

7. LISTING ON STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and necessary listing fees have been paid up to date.

In terms of the "In-principle approval" granted on 07th March, 2022, the Company has made application to BSE Limited on 6th April, 2022 for seeking listing approval of 4,87,500 equity shares issued and allotted pursuant to conversion of

warrantson 02nd April, 2022 and BSE Limited has granted listing approval on 27th April, 2022.

Further, in terms of "In-principle approval" granted on 07th March, 2022 and "Listing Approval" granted on 27th April, 2022, the Company has made application to BSE Limited for approval of trading of aforesaid 4,87,500 equity shares and BSE Limited has granted trading approval 02nd May, 2022.

Moreover, the Company has filed Application for obtaining No Objection letter for the Scheme of Amalgamation between Blow Hot Kitchen Appliances Private Limited (Transferor Company) and Gorani Industries Limited (Transferee Company) pursuant to Regulation-37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 to BSE Limited. The approval of BSE Limited is pending till date.

8. TRANSFER TO RESERVE, IF ANY

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

9. DIVIDEND:

To conserve the resources of the company and for better utilization of funds, your directors are not recommending any dividend for the year.

10. RE-APPOINTMENT

As per the provision of Companies Act, 2013, Mr. Nakul Gorani (Holding DIN- 06543317) Whole-Time Director, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends his reappointment.

The term of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing Director of the Company and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the Company has expired on 31st May, 2022. Therefore pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 16th May, 2022, approved re-appointment of Mr. Sanjay Kumar Gorani (Holding DIN: 00055531) as Managing Director and Mr. Nakul Gorani (Holding DIN: 06543317) as Whole Time Director of the Company for a period of 3 years w.e.f. 1st June, 2022 to 31st May, 2025. Further, the approval of shareholders for such re-appointments were obtained in the Annual General Meeting of the

Company held on 23.09.2022.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Ms. Neerja Mandiya, Company Secretary and Compliance Officer of the Company has resigned from the Company w.e.f. 6th April, 2022 and Ms. Sachi Samaria was appointed as a Whole-Time Company Secretary and Compliance Officer of the Company w.e.f. 6th April, 2022 in the Board Meeting held on 6th April, 2022.

Mr. Chandrasekhar Sharma, Chief Financial Officer of the Company has given his resignation w.e.f. 15th November, 2022 and Mr. Arpit Garg was appointed as the Chief Financial Officer of the Company w.e.f. 15th November, 2022 in his place.

Mr. Anil Gorani (Holding DIN: 00055540), WholeTime Director of the Company, has provided his resignation w.e.f. the closure of business hours on 12th December, 2022.

Further, Mr. Geet Gorani (Holding DIN: 08364525) was appointed as an Additional Non-Executive Director of the Company by the Board of Directors in their meeting held on 11th January, 2023 to hold office upto the date of ensuing Annual General Meeting and proposed to be confirmed as the NonExecutive Director of the Company in the ensuing Annual General Meeting 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 proficiency selfassessment 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 thereunder.

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

12. 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, pursuant to 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 subsection (3) of section 178 of the Companies Act 2013is 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 per the terms laid out in the nomination and remuneration policy of the company.

The nomination and remuneration policy is annexed herewith as Annexure I to this Boards' Report.

There is no pecuniary relationship or transactions between the Company and the non-executive directors other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

13. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) 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, 2023 can be accessed at http://www.goraniindustries.com/investors/.

14. AUDITORS AND THEIR REPORT

The Members at their 25th Annual 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 conclusion of 25thAnnual General Meeting till the conclusion of the 30thAnnual General Meeting.

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

15. INTERNAL AUDITOR

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) have been appointed as an Internal Auditor of the Company w.e.f. 1st April, 2017 in the Board Meeting held on 30th May, 2017.

16. SECRETARIAL AUDIT:

M/s. Manish Jain & Co., Practicing Company Secretaries has been appointed to conduct the secretarial audit of the Company for the financial year 2022-23 in the Board Meeting held on 16th May, 2022.

Further the Company has also appointed M/s. Manish Jain & Co., Practicing Company Secretaries for the financial year 2023-24 in the Board Meeting held on 30th May, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure II to this Report. The report is selfexplanatory and does not call for any further comments except following remarks:

1. During the year under review, there is delay in payment of gratuity to some employees of the Company.

Explanation of above remarks:

The Board clarified that the above delay in payment of gratuity is due to online & technical procedural delay by the Life Insurance Corporation or Bank.

17. 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 the Companies Act, 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 by the 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 Remuneration 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 separate 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 by the entire board, excluding the independent director being evaluated.

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

18. RELATED PARTY TRANSACTIONS

The Contracts or arrangements entered into by the Company are in accordance with provisions of Section 188 of the Companies Act, 2013 during the year 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 28 to the Standalone Financial Statements of the Company.

There are no materially significant related parties transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large.

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

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/

19. CORPORATE GOVERNANCE

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.

20. MEETINGS

A. BOARD MEETINGS

During the year 2022-23, 13 (Thirteen) Board Meetings were held on 02nd April, 2022; 06th April, 2022; 16th May, 2022; 14th July, 2022; 19th August, 2022; 08th September, 2022; 10th October, 2022; 15th November, 2022; 12th December, 2022; 11th January, 2023; 07th February, 2023; 20th February, 2023 and 24th March, 2023.

*Mr. Anil Gorani has resigned from the post of Wholetime Director and director w.e.f. 12th December, 2022.

**Mr. Geet Gorani has been appointed as Additional NonExecutive Director w.e.f. 11th January, 2023.

B. AUDIT COMMITTEE MEETINGS

During the financial year 2022-23, 7 (Seven) Audit Committee Meetings were held on 16th May, 2022; 14th July, 2022;19thAugust, 2022;10th October, 2022; 11th January, 2023; 07th February, 2023 and 01st March, 2023.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

During the financial year 2022-23, 5 (Five) meeting of the Nomination and Remuneration Committee was held on 06th April, 2022; 16th May, 2022; 15th November, 2022; 12th December, 2022 and 11th January, 2023.

D. STAKEHOLDER RELATIONSHIP COMMITTEE MEETINGS

During the financial year 2022-23, 8 (Eight) Stakeholder Relationship Committee Meetings were held on 11th April, 2022; 14th July, 2022; 10th October, 2022; 21st October, 2022; 15th November, 2022; 12th December, 2022; 24th December, 2022 and 11th January, 2023.

21. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

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

22. SECRETARIAL STANDARDS

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

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

The information relating to conservation 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 is given in Annexure IV forming part of this report.

24. 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 Remuneration 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.

25. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

(a) Accepted during the year: Nil

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

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if 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

26. 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 hence it is not required to formulate policy on corporate social responsibility.

27. DISCLOSURES:

AUDIT COMMITTEE

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 Ms. Raina Goyal (Holding DIN: 08295368), 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/.

28. 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, 2023 and of the profit of the Company for that 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 detecting fraud 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.

29. 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 separate section forming part of the Annual Report.

30. 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 internal 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.

31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management-supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent

directors reviews the adequacy of internal control.

The report on Internal Financial Control has also been annexed with the financial statements of the Company as provided by the Statutory Auditor of the Company.

32. COST RECORDS

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

33. SEXUAL HARRASEMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the Constitution of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. GENERAL

Your Directors 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:

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

2. Details relating to deposits covered under Chapter V of the Act.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option Scheme.

5. Neither the Managing Director nor the Wholetime Directors of the Company receive any commission.

6. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures

included in the Consolidated Financial Statement of the Company.

7. The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

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

9. Voluntary revision as per Section 131 of the Companies Act, 2013.

10. The details regarding application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

11. Details of events in relation to any Deviation(s) or variation(s) in the use of proceeds of preferential issue of Warrants.

35. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, Shareholders, customers, staff and workers of the Company and thank them for their continued support.

By Order of the Board for Gorani Industries Limited

Date: 23/08/2023 Sd/-

Place: Indore Nakul Gorani

(Holding DIN : 06543317) (Chairman cum Whole Time Director)

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)