Italian Edibles Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 15^th (Fifteenth) Annual Report together with the Companys audited financial statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Millions)

Particulars	FY2024-25	FY2023-24
Revenue from operations	849.78	736.20
Other income	0.16	1.15
Total Income	849.94	737.35
Operating expenditure	654.02	535.89
Depreciation and amortization expense	2.11	13.33
Total Expenditure	801.72	691.87
Extraordinary items	0.00	-4.30
Net Profit before Taxation (PBT)	48.21	41.17
Tax Expense	17.74	10.23
Profit/(Loss) after Taxation (PAT)	30.47	30.95
Earnings Per Share
Basic	2.06	2.09
Diluted	2.06	2.09

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

During the year under review, the Company has recorded an increase of 15.42% Revenue from Operations at Rs. 849.94 million as compared to Rs. 737.35 million in the previous financial year and the Company has reported a Profit after Tax of Rs. 30.47 million for FY 2024-25 in comparison with Profit after Tax of Rs. 30.95 million for FY 2023-24.

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

3. DIVIDEND

The Board has recommended a final dividend of Rs. 0.10 (1%) per Equity Share for the FY 202425. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 14,77,715.10.

4. TRANSFER TO RESERV ES

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

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION 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.

6. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regula tion 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 a part this Annual Re port a s Annexure - V.

7. MATERIAL CHANGES AND COMMITM ENT AFFE CTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINAN CIAL 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 t he end of the financial year of the Company to which the financial statements relate and the date of the reports.

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

The particulars required under Section 134(3)(m) of the Companies Act, 20 13(hereinafter referred to as the Act) read with the Rule 8(3) of the Companies (Accounts) Rules, 201 4 and further amended by Companies (Accounts) Amendment Rules, 2 015 regarding conservation of energy, technology absorption foreign exchange earnings and outgo is annexed herewith and forms part of t his report as Annexure -I.

9. DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized as on March 31, 2025. The ISIN of the Equity Shares of you r Company is INE0R7 R01018.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF T HE 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 I MPLEMENTED 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.

12. 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 18 5 and 18 6 of the Act are applicable . The loans made by the Company are in compliance with the provisions of Section 186 of the Act.

13. PARTICULARS OF CONTRACTS OR ARRAN GEM ENTS MADE WITH RE LATED PARTIE S

As per the process, necessary details for each of the Related Party Transactions as applicable a Iong 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 -II. 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 details of contracts and arrangements with Related Parties of your Company for the financial yea r end ed March 31, 2 025, are given in Note no. 34 to the Standalone Financial Statements, forming part of this Annual Report.

14. AUDITORS AND AUDIT REPORT Statutory Auditors

M/s Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Number 006 179C) were appointed as Statutory Auditors for a term of five (5) consecutive years fro m the conclusion of the 13^th AGM of t he Company held in the year 2023 until the conclusion of the 18^th AGM of the Comp any to be held in the year 2028 .

The Auditors Report on the financial statements of the Company for the year ended March 31, 202 5 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 M. Kalantri & Associates, Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2 024-25. The Secretarial Audit Re port is annexed to this Board report as Annexure - III.

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

The Nomi nation and Remuneration Committee (NRC) engages with the Board to evaluate 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 an d 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: /ofcourse roup.com/p icies-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 t he Committee from the Board, Contribution to decisions of the Boa rd etc.

Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfillment of Functions, Ability to function a s a tea m, 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, Fulfillment of Functions, Ability to function as a team, Initiative, Availability an d attendance, Commitment, Contribution, Integrity etc ^f

Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Fi financial Officer or the members of the management of the Company was held on March 06, 2025. The Independent Directors, inter-ali a, evaluated the performance of N on-Independent Directors, the Chairman of the Company and the Board for FY 2024-25. 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.

Th e 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, 2025, has been placed on the website of the Company and can be accessed at https://ofcoursegroup.com/annual-report/.

18. BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met seven (7) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

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, 2025, 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;

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 STANDARDS

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 2024-25.

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

Directors

As on March 31, 2025, the Com position 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 Makhija	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

Ms. Sneha Khandelwal, who was appointed as Additional Non-Executive Non-Independent Director on January 1, 2024, for holding office up to the date of the Annual General Meeting held on September 30, 2024, has been appointed as Non-Executive Non-Independent Director at the AGM hel d on September 30, 2024.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Ajay Makhija (DIN: 02847288), Managing Director of the Company and Mr. Akshay Makhija (DIN: 02787252) are liable to retire by rotation.

Further Mr. Ajay Makhija is liable to retire by rotation at this ensuing 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, 2025 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 Gandhi	Company Secretary and Compliance Officer

Key Man agerial Personnel s Appointed w.e.f. August 14, 2023.

* Key Managerial Personnels Appointed w.e.f. October 15, 2024.

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 me et 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 (e s) an d sector(s) for the Company to function effectively and are persons of high integrity and repute. They fulfil l the conditions specified in the Act as well as the Rules made thereunder and a re 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 sit ting fee s, 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 OPERATIO NS 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 wit h the size and nature of its business. The system i s supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operation al 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, 20 25. These controls have been design ed to provide a reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the y ear, such controls were tested and no reportable weaknesses in the de sign 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 1 77 of the Act and S EBI Listing Regulations.

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

The Audit Committee met five times during the year under review.

The composition of the Committee as on the March 31, 2025 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 Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have bee n denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blower Policy is available at https://ofcoursegroup.com/policies-code/.

28. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee as on March 31, 2025 is as under:

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

The Nomination and Remuneration Committee met four times 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 the Committee as on March 31, 2025 is as under:

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

The Stakeholders Relationship Committee met one time 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

Authorized 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 DI FFERENTIAL RIGHTS

The Company has not issued any Shares with Differentia l rights.

31. P REVE NTION 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 cove red under this policy.

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. 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.

33. 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.

Non e 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.

34. 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 pen ding under the said Code.

35. 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 reason s thereof is not applicable.

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

The Company has 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 t he time of the issue.

The members are requested to note that the Board had at its meeting held on March 13, 2024, considered and approved a proposal for further expansion/enhancement of manufacturing capacity of the Company vis-a-vis mentioned in the Prospectus dated January 25, 2024 (" Prospectus") and accordingly decided to construct additional area in the land proposed to be acquired, procure additional plant and machinery of a superior quaIity with all required facilities which will result in enhancement of quality an d overall capacity of the Company, with options for addition of new product lines for growth of the Company once the building is constructed and the pl ant and machinery is installed and made operational . A copy of t he latest Statement of Deviation or Variation in the use of proceeds of Initial Public Offer ("IPO") for the Half Year Ended March 31, 2025 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

https://www.ofcoursegroup.com/nse/.

37. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons an d 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/.

38. COMPLIANCE RELATIN G TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company declares that it ha s duly complied with the provisions of the Maternity Benefit Act, 1961 . All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave i continuity 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.

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 Director s also acknowledges gratefully the shareholders for their support and confidence reposed on your Comp any.

For Italian Edibles Limited	Akshay Makhija
(Formerly known as Italian Edibles Private Limited)	Director & CEO
Ajay Makhija	DIN: 02787252
Managing Director
DIN: 02847288
Date: S eptember 03, 2025
Pl ace: Indore