Italian Edibles Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 14^th (Fourteenth) Annual Report together with the Companys audited financial statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

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

(? in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations	7362.01	6321.20
Other income	11.46	8.89
Total Income	7373.47	6330.09
Total Expenditure	6,918.72	5,986.80
Net Profit before Taxation (PBT)	411.73	343.29
Tax Expense	102.27	81.08
Profit/(Loss) after Taxation (PAT)	309.45	262.21
Earnings Per Share
Basic	3.73	15.30
Diluted	3.73	15.30

2. STATE OF COMPANYS AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company reported a Profit after tax for FY 2023-24 ? 309.45 lakhs in comparison with profit after tax of ? 262.21 lakhs for FY 2022-23.

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

3. DIVIDEND AND RESERVES

The Directors do not recommend any dividend for the year under review. The Board has not proposed to transfer any amount to the General Reserves.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as the Act) do not apply to the Company for the year under review.

5. 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, 2015 (hereinafter referred to as the SEBI LODR Regulations) forms part this Annual Report.

6. 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

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 report.

7. ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

The shareholders at the extra-ordinary general meeting held on June 26, 2023 altered clause 5 of the Memorandum of Association of the Company and adopted new set of Memorandum of Association of the Company in accordance with Companies Act, 2013.

Further at the extra-ordinary general meeting held on September 6, 2023 the shareholders approved the amendment of Clause I - Name Clause of the Company consequent to conversion of the Company from Private Company to Public Company.

8. CONVERSION OF COMPANY INTO PUBLIC COMPANY

The Shareholders of the Company vide a Special Resolution at their Extra- Ordinary General Meeting held on September 06, 2023 approved the conversion of the Company from a Private Limited to a Public Limited.

Subsequently, the Ministry of Corporate Affairs approved the said conversi?n on September 21, 2023.

9. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

A new set of Articles of Association was adopted and approved by the Shareholders at their Extra- Ordinary General Meeting held on September 06, 2023.

10. INITIAL PUBLIC OFFER

During the year under review your Company successfully completed its Initial Public Offer (IPO) of 39,20,000 equity shares of ? 10/- each of the Company for cash at a price of ? 68/- per share (including a premium of ? 58/- per equity share), comprising of fresh issue of 39,20,000 equity shares aggregating to ? 2665.60 Lakh.

The equity shares of the Company were listed on February 12, 2024 and trading on equity shares commenced NSE Emerge on February 12, 2024 . Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.

11. EXPANSION OF BUSINESS

After taking into consideration the proposal for expansion of business and enhancement of production capacity, the Company has decided to construct an additional area in the land proposed to be acquired and procure the additional plant and machinery of the superior quality with all required facilities which shall help in enhancement of quality of the product. The cost of the project also has been increased to 2200 lakhs as compared to Rs. 961 lakhs mentioned in the prospectus.

Earlier the Company had proposed to acquire the land located at Survey No 294/1/2 at Gram Trillorkhurd area, Tehsil Bicholi, District Indore which was mentioned in the prospectus, and after a legal search report found certain deficiencies in the legal documents and accordingly the Board considered and approved the cancellation of the intent letter and the acquisition of the said land.

Accordingly, the board of directors of the Company at its meeting held on March 13, 2024 has approved acquisition of land located at Survey No 65/1, Village - Aranya , Post Aranya , Tehsil - Khudail, District - Indore 452016 (M.P.).

The proposal of the Board to cancel the acquisition of earlier land and acquisition of another land has increased the cost of project from ? 961 lakhs to ? 2200 lakhs.

The cost of the project stated in prospectus and the revised cost approved by the Board is given below.

(In Lakhs)

Particulars	Original Cost (Stated in Prospectus)	Revised Cost (Approx.)
Land	400	550
Building	409	1000
Plant and Machinery	132	600
Contingency	20	50
Total	961	2200
Means of Finance		(i) Rs. 800 Lakhs from IPO proceeds, as per prospectus
		(ii) Rs. 800 Lakhs from Fresh Borrowing (In-Principle approval was provided by HDFC Bank towards the same)
		(iii) Rs. 360 Lakhs out of General Corporate Purposes and
		(iv) Rs 240 lakhs form internal accruals

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

Particulars required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of

energy, technology absorption foreign exchange earnings and outgo is annexed herewith and forms part of this report as Annexure -I.

13. DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0R7R01018.

14. 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 ?nter-alia integrates various elements of risk management into a unified enterprise-wide Policy.

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

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

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

Details of loans, investments, guarantees covered under the provisions of Section 186 of the Act are furnished in the notes to the Financial Statements, forming part of the Financial Statements. During the year under review there are no investments, guarantees, and securities given 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.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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. The particulars of material contracts or

arrangements made with related parties in AOC-2 pursuant to Section 188 of Companies Act 2013 in Annexure - II are attached to this report.

Further, in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company.

18. 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 year 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, 2024 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 appointed M/ s Satish Patel & Co., Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report is annexed to this Board report as Annexure - III.

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

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

The Nomination and Remuneration Committee (NRC) engages with the Board to eval?ate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such evaluation, determines the role and capabilities required for of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated a Policy on Directors appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (KMP) and Senior Management of the Company and other matters as provided under Section 178(3) of the Act Director(s), Key Managerial Personnel (KMP) and Senior Management of the Company and other matters as provided under Section 178(3) of the Act.

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

20. 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 13, 2024. The Independent Directors, inter-alia, evaluated the performance of Non-Independent Directors, the Chairman of the Company and the Board for FY 2023-24. 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.

21. 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, 2024, has been placed on the website of the Company and can be accessed at https:// ofcoursegroup.com/annual- report/.

22. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met 18 (Eighteen) times during the financial year under review. The intervening gap between two consecutive meetings was not more than 120 days.

23. 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, 2024, 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 for 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; and

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 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.

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.

24. SECRETARIAL STANDARDS

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

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

26. 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 2023-24.

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

Directors

As on March 31, 2024, the Composition of the Board of the Company is a follows:

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

During the year under review following changes were made in the

composition of the Board of Directors of the Company:

i. Mr. Ajay Makhija was appointed as the Managing Director of the Company to hold the office for period of 3 years w.e.f. August 14, 2023;

ii. Mr. Akshay Makhija was appointed as Chief Executive Director of the Company to hold the office for 3 years w.e.f. August 14, 2023;

iii. Mr. Shankar Arya was appointed as the Non-executive Non-Independent Director of the Company w.e.f. August 14, 2023, however Mr. Shankar Arya ceased to be the Director w.e.f. December 26, 2023 as due to personal reasons that constrained his ability to dedicate the adequate attention to the affairs of the Company. The Board of Directors places on record their sincere appreciation for Mr. Shankar Aryas valuable contribution to the Company during his short tenure and wish him many happy and productive years ahead.

iv. Ms. Anjali Jain was appointed as the Non-Executive Independent Director of the Company to hold office for 3 years w.e.f. August 14, 2023;

v. Ms. Devyani Chhajed was appointed as the Non-Executive Independent Director of the Company to hold office for 3 years w.e.f. August 14, 2023;

vi. Ms. Sneha Khandelwal was appointed as an Additional Director of the Company (Non-Executive Non-Independent Director) w.e.f. January 01, 2024. She shall hold office as an Additional Director up to the date of the ensuing AGM. The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company. The approval of the shareholders for appointment of Ms. Sneha Khandelwal as a Director of the Company would be obtained at the ensuing AGM of the Company. Necessary resolutions seeking approval of the members are incorporated in the Notice of the ensuing Annual General Meeting of the Company.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Akshay Makhija (DIN: 02787252), Executive Director of the Company, is liable to retire by

rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his 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, 2024 are as under:

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

The Key Managerial Personnel were appointed w.e.f._August 14, 2023.

28. 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.

29. 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.

30. 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 operational 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, 2024. 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 the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

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

The Audit Committee met 3(three) times during the year under review.

The composition of the Committee as on the March 31, 2024 is as under:

Name	Designation in Committee	Category
Devyani Chhajed	Chairman	Independent Director
Anjali Jain	Member	Independent Director
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 Audit 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/

32. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee as on March 31, 2024 is as under:

Name	Designation in Committee	Category
Anjali Jain	Chairman	Independent Director
Devyani Chhajed	Member	Independent Director
Sneha Khandelwal	Member	Non - Executive Director

The Nomination and Remuneration Committee met 2(two) times during the year under review.

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

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Committee as on March 31, 2024 is as under:

Name	Designation in Committee	Category
Devyani Chhajed	Chairman	Independent Director
Anjali Jain	Member	Independent Director
Sneha Khandelwal	Member	Non - Executive Director

The Stakeholders Relationship Committee met 2(two) times during the year under review.

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

34. SHARE CAPITAL

Authorised Share Capital

The Shareholders of the Company at the extra-ordinary general meeting held on June 26, 2023 approved the increase in Authorise share capital of the Company from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) to Rs.

16.50.00. 000/- (Rupees Sixteen Crores Fifty Lakhs Only) by creation of

1.40.00. 000 (One Crore Forty Lakh) equity shares of Rs. 10/- each in the 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

During the year under review, the shareholders of the Company at the Annual General Meeting held on August 02, 2023, had approved issuance of bonus equity shares having face value of Rs. 10/- (Rupees Ten Only) in the ratio of 3:16. Accordingly, the Board approved the allotment of 91,42,864 equity shares of Rs. 10/- each August 3, 2023.

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 Differential rights.

35. 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, 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.

36. MAINTENANCE OF COST RECORDS

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

37. PARTICULARS OF EMPLOYEES

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 - IV 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.

38. 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.

39. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT 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.

40. 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:// ofcoursegroup.com/policies-code/

41. 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 Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF ITALIAN EDIBLES LIMITED
Sd/-	Sd/-
Ajay Makhija	Akshay Makhija
Managing Director	Director & CEO
DIN: 02847288	DIN: 02787252
Date: May 30, 2024
Place: Indore