Italian Edibles Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 16^th (Sixteenth) Annual Report together with the Companys audited financial statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company is as follows:

(Rs. in Lakhs’)

Particulars	FY2025-26	FY2024-25
Revenue from operations	9952.75	8497.78
Other income	26.40	1.58
Total Income	9979.15	8499.36
Operating expenditure	9433.72	7996.13
Depreciation and amortization expense	38.97	21.11
Total Expenditure	9472.69	8017.24
Extraordinary items	0.00	0.00
Net Profit before Taxation (PBT )	506.46	482.12
Tax Expense	103.58	177.43
Profit/(Loss) after Taxation (PAT)	402.88	304.70
Earnings Per Share
Basic	2.73	2.06
Diluted	2.73	2.06

There was no revision of financial statements and Boards Report of your Company during the year under review.

2. STATE OF COMPANY’S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company recorded an increase of 17.12 % Revenue from Operations at Rs. 9952.75 lakhs as compared to Rs. 8497.78 Lakhs in the previous financial year and the Company has reported a Profit after Tax of Rs. 402.88 Lakhs for FY 2025-26 in comparison with P rofit after Tax of Rs. 304.70 Lakhs for FY 202 4-25.

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

3. Dividend

In order to conserve its resources for future growth, the Directors do not recommend any dividend for the year under revi ew.

4. TRANSFER TO RESERVES

The Board has not proposed to transfer any amount to General Reserves.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred the unpaid/unclaimed dividend amount of Rs. 800/- (Eight Hundred Only) to the Unpaid unpaid/unclaimed Account in accordance with Section 124 of the Companies Act, 2013. Since seven years have not elapsed from the date of such transfer, the amount is not yet due for transfer to the Investor Education and Protection Fund (IEPF). The Company shall transfer the same to the IEPF upon completion of the prescribed period, in accordance with the applicable provisions of the Companies Act, 2013.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013(hereinafter referred to as the Act) read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 and further amended by Companies (Accounts) Amendment Rules, 2015 regarding conservation of energy, technology absorption foreign exchange earnings and outgo is annexed herewith and forms part of this report as Annexure -I.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 15 (hereinafter referred to as the SEBI LODR Regulations) forms a part this Annual Report as Annexure - II.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the reports

9 . DEMATERIALIZATION OF SHARES

All the Shares of your Company are dematerialized as on March 31, 2026. The ISIN of the Equity Shares of your Company is INE0R7R01018.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the businesses and functions, if any, are systematically addressed through mitigating actions on a continuing basis.

Your Company has put in place a Board approved "Risk Management Policy" which inter-alia integrates various elements of risk management into a unified enterprise-wide Policy.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the year under review, th e provisions relating to Corporate Social Responsibility is not applicable to the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans & guarantees covered under the provisions of Section 186 of the Act are furnished in the Note no. 14 & 19 to the Financial Statements, forming part of the Financial Statements.

During t he year under review there are no investments made, guarantee given and s ecurity provided in respect of which provisions of section 185 and 186 of the Act are applicable. The loans made by the Company are in compliance with the provisions of Section 186 of the Act.

Disclosure under the particulars of loans/advances etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company During the year under the review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated November 11, 2024.

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Further, details of material related party transactions in Form AOC-2 is annexed as Annexure -III. All Related Party Transactions have either been approved by the Audit Committee or prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a periodic basis.

The related party transactions including material related party transactions to be undertaken during the period commencing from the date of the ensuing Annual General Meeting ("AGM") till next AGM, were placed before the Audit Committee and Board along with comparable quotations and pricing benchmarks. The Audit Committee and Board, after due consideration, concluded that the transactions already entered into as aforesaid as well as the transactions proposed to be entered into shall be in the ordinary course of business and at arms length.

The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2026, are given in Note no. 32 to the Standalone Financial Statements, forming part of this Annual Report. The transactions of the Company with any person/ entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI LODR is disclosed in the financial statements of the Company.

Material Related Party Transactions :

During the year, your Company entered into Material Related Party Transactions with Nutrabella Foods LLP ("Nutrabella") during the period from April 1, 2025 to September 30, 2025. The Company also intends to enter into / continue Material Related Party Transactions for which the approval of Members is being sought at the ensuing Annual General Meeting of the Company.

In compliance with the Regulation 23(4) of the SEBI Listing Regulations, the Company sought approval of shareholders at the Annual General Meeting held on September 30, 2025. However, the resolution did not receive approval of the requisite majority. Consequently, the Company forthwith suspended all transactions with Nutrabella with immediate effect. Subsequently, the Company sought the approval of shareholders vide postal ballot notice dated February 24, 2026, in compliance with the Regulation 23(4) of the SEBI Listing Regulations read with the applicable industry standards. The shareholders vide their resolution passed on April 1, 2026, ratified the transactions with Nutrabella undertaken during the period from April 1, 2025, to September 30, 2025 (upto the AGM held on 30.09.2025), as well as the proposed transactions for the future period (April 1, 2026 to March 31, 2027).

14. AUDITORS AND AUDIT REPORT Statutory Auditors

-M/s. Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Number 006179C) were appointed as Statutory Auditors for a term of five (5) consecutive years from the conclusion of the 13^th AGM of the Company held in the yea r 2023 until the conclusion of the 18^th AGM of the Company to be held in the year 2028.

The Auditors Report on the financial statements of the Company for the year ended March 31, 2026 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

No frauds have been reported by the Statutory Auditors under sub section (12) of Section 143 of the Act.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointe d M/s. M. Kalantri & Associates, Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report is annexed to this Board report as Annexure - IV.

The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclaimers.

15. POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Act and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Appointment and Remuneration of Directors and Key Managerial Personnel which inter alia, includes the criteria for determining qualifications, positive attributes and ind ependence of Directors, and remuneration for the directors, key managerial personnel and other employees.

The same is available at https://ofcoursearoup.com/policies-code/

16. PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of Section 178(2) of the Act, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board and Independent Directors. For the said purpose, a structured questionnaire was circulated to the Directors for each of the evaluations.

Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management, etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders interests in mind etc.

Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.

Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.

Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Financial Officer or the members of the management of the Company was held on March 05, 2026. The Independent Directors, inter-alia, evaluated the performance of Non-Independent Director s, the Chairman of the Company and the Board for FY 2025-26. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Directors expressed their satisfaction with the evaluation process.

17. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2026, has been placed on the website of the Company and can be accessed at https://www.ofcoursearoup.com/investor-relation/#annualreturn

18. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met Eight (8) times during the year under review, i.e. on May 27, 2025; July 30, 2025; September 03, 2025; October 10, 2025; November 11, 2025, December 12, 2025, December 31, 2025 and February 24, 2026. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The requisite quorum was present at all the Board Meetings.

The 15^th Annual General Meeting of your Comp any was held on September 30, 2025 through video conference.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013; your Directors, to their best of their knowledge and ability, confirm that:-

i. in the preparation of the annual accounts for the financial year ending March 31, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. they 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act fo r safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. 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

vi. 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.

20. SECRETARIAL STANDARD S

The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards on Meetings of the Board of Directors and Committees of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in due compliance with the same.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

22. DEPOSITS

No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2025-26.

23. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors

As on March 31, 2026, the Composition of the Board of the Company is a follows:

Sr. No. Name of the Director	Category
1 Mr. Ajay Makhija	Managing Director
2 Mr. Akshay Ma khija	Executive Director and CEO
3 Ms. Sneha Khandelwal	Non-Executive Non-Independent Director
4 Ms. Anjali Jain	Non-Executive Independent Director
5 Ms. Devyani Chhajed	Non-Executive Independent Director

During the year under review, Mr. Anjali Jain and Ms. Devyani Chhajed were re-appointed as Independent Directors for a period of five (5) years with effect from 14th August 2026.

There was no other change in the Composition of the Board during the Financial Year ended March 31, 2026.

Based on the written representations received from the Directors, none of the above Directors is disqualified under Section 164 of the Act.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the Act, Ms. Sneha Khandelwal (DIN: 10448569) NonExecutive Director of the Company, is liable to retire by rotation at the ensuing Annual General Me eting (AGM) and being eligible, offers herself for re-appointment. The Board of Directors recommend her re-appointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are as under:

Sr. No. Name	Designation
1 Mr. Ajay Makhija	Managing Director
2 Mr. Akshay Makhija	Executive Director and Chief Executive Officer
3 Mr. Satyanarayan Rawat	Chief Financial Officer
4 Ms. Dhruvi Gand hi	Company Secretary and Compliance Officer

During the year under review, Mr. Ajay Makhija was re-appointed as the Managing Director for a period of five (5) years with effect from 14th August, 2026.

Further, Mr. Akshay Makhija was re-appointed as Whole Time Director and designated as the Executive Director and Chief Executive Director of the Company for a period of five (5) years with effect from 14th August, 2026.

24. DECLARATION FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI LODR Regulations, Ms. Anjali Jain and Ms. Devyani Chhajed are the Independent Directors of the Company as on the date of this report. All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with the Rules framed thereunder and that they have also complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In the opinion of the Board, the Independent Directors possess core skills/ expertise/ competencies (including the proficiency), identified by the Board, required in the context of Companys business (es) and sector(s) for the Company to function effectively and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA") and the said registration is renewed and active.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operatio nal performance which are aimed at ensuring business integrity and promoting operational efficiency.

Further the Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2026. These controls have been designed to provide a reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During t he year, such controls were tested and no reportable weaknesses in the design or operations were observed.

27. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and SEBI Listing Regulations. During the year under review, Audit Committee met eight (8) times i.e. May 27, 2025; July 30, 2025; September 03, 2025; October 10, 2025; November 11, 2025, December 12, 2025, December 31, 2025 and February 24, 2026 and the gap between two Meetings did not exceed 120 days. The composition of the Committee as on March 31, 2026, is as under:

Sr. No. Name	Designation in Committee	Category
1 Ms. Devyani Chhajed	Chairperson	Non-Executive Independent Director
2 Ms. Anjali Jain	Member	Non-Executive Independent Director
3 Mr. Akshay Makhija	Member	Executive Director and CEO

The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to which whistle blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the A udit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blower Policy is available at https://ofcoursegroup.com/policies-code/.

During the period under review, the Board of Directors has accepted all recommendations made by th e Audit Committee.

28. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee as on March 31, 20 26 is as under:

Sr. No. Name	Designation in Committee	Category
1 Ms. Anjali Jain	Chairperson	Non-Executive Independent D i rector
2 Ms. Devyan i Chhajed	Member	Non-Executive Independent Director
3 Ms. Sneha Khandelwal	Member	Non-Executive Non-Independent Director

The Nomination and Remuneration Committee met three (3) times i.e. on July 31, 2025; September 03, 2025 and Feb ruary 24, 2026 during the year under review.

During the period under review, the Board of Directors has accepted all recommendations made by the NRC Committee.

29. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of theCommittee as on March 31, 2026, is as under:

Sr. No. Name	Designation in Committee	Category
1 Ms. Devyani Chhajed	Chairperson	Non-Executive Independent Director
2 Ms. Anjali Jain	Member	Non-Executive Independent Director
3 Ms. Sneha Khandelwal	Member	Non-Executive Non-Independent Director

The Stakeholders Relationship Committee met one(1) time i.e May 27 2025, during the year under review.

During the period under review, the Board of Directors has accepted all recommendations made by the SRC Committee.

30. SHARE CAPITAL Author ized Share Capital

During the period under review there is no change in the Authorised Share Capital of the Company.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Shares with Different al Rights.

31. PREVENTION OF SEXUAL HARRASSMENT

The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review:

Sr. No. Particulars	No. of Complaints
(a) number of complaints of sexual harassment received in the year	NIL
(b) number of complaints disposed of during the year	NIL
(c) number of cases pending for more than ninety days	NIL
(d) Remarks, if any	During the year under review, there was no complaints filed or registered pursuant to this Act.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received regarding sexual harassment.

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory Benefit prescribed under the Act, including paid maternity leave, continu i ty of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

33. MAINTENAN CE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013.

34. PARTICULARS OF EMPLOYEE S

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - forming integral part of this report.

None of the employees draw remuneration in excess of the limits set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

35. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pending under the said Code.

36. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOU NT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

37. STATEMENT OF DEVIATION AND VARIATION FOR PROCEEDS OF ISSUE OF INITIAL PUBLIC OFFERING (IPO)

The Company h as been listed on the NSE SME Emerge Platform with effect from February 12, 2024, and there has been no deviation or variation in the utilization of the proceeds of the Initial Public Offering ("IPO") from the objects stated in the Prospectus. The Company has adhered to the intended purposes as approved and disclosed at the time of the issue.

A copy of the latest Statement of Deviation or Variation in the use of proceeds of Initial Public Offer ("IPO") for the Half Year Ended March 31, 2026 submitted with the NSE is available on the website of the Company for more information of the members and can be accessed at the weblink ittps://www.ofcoursearoup.com/investor-relation/

38. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available at https://ofcoursearoup.com/policies-code/

39. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Compan y.

For Italian Edibles Limited
(Formerly known as Italian Edibles Private Limited)
Ajay Makhija	Akshay Makhija
Managing Director	Director & CEO
DIN:02847288	DIN:02787252
Date: August 31, 2026
Place: Indore