Your Directors are pleased to present the 15^th (Fifteenth) Annual Report together with the Company's 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:

2. STATE OF COMPANY'S 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 ? 849.94 million as compared to ? 737.35 million in the previous financial year and the Company has reported a Profit after Tax of ? 30.47 million for FY 2024-25 in comparison with Profit after Tax of ? 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 ? 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 ? 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 Manag ement Discussion a nd Analysis Report fo r the year under review, in terms of Regula tion 34 of the S ecu rities and Exchan ge 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 Annua l Report, there have been no material changes and co mmi tments affecting the financial posi tion of the Company, which have occ urred 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 particul ars required under Section 134(3)(m) of the Companies Act, 20 13(hereinafter referred to as 'the Act') rea d with the Rule 8(3) of the Companies (Accounts) Rul es, 201 4 and further amended by Companies (Accounts) Amendment Rules, 2 015 regarding con servation of ene rgy, technology absorption foreign exchange earnings and o utgo is an nexed herewith and fo rms 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 Sh ares 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. Majo r risks i dentified by the businesses and functio ns, if any, are systematically a ddressed through m i tigatin g actions on a contin uing 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 un der 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 loa ns, i nvestments, 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 res pect of which provisions of section 18 5 and 18 6 of the Act are applica ble . The loa ns m ade by the Company are in com pliance 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 applica ble a I ong with th e ju stificati on are provided to the Audit Committee in terms of the Company's 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/ a rrangements/ transactions entered into by the Co mpany duri ng the financi al year with related parties were in the ordinary course of business and on an arm's length ba sis. Further, details of material re l ated party transactions in Fo rm AOC- 2 is annexed as Ann exure -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 natu re.

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 arrangeme nts with Related Part ies of your Compa ny 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 Nu mber 006 179C) were appointed as Statuto ry Auditors fo r a term of five (5) consecutive years fro m the con clusion of the 13^th AGM of t he Company held in the year 2023 until the conclusion of the 18^th AGM of th e Comp any to be held in the year 2028 .

The Auditors' Report on the financia l statements of the Company for th e year ended March 31, 202 5 is unmodified i. e. it does not contain any qualification, reservation or adverse rem ark. 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. Kal antri & Associates, Company Secretaries, as the Secretarial A uditors to conduct th e Secretarial Aud it for the Finan cial Year 2 024-25. The Secretarial Audit Re port is annexed to this Board report as Annexure - III.

The Secretarial Auditor's 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 Director's 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 Di rector(s), Key Managerial Personnel ('KMP') and Senior Man agement of t he Company an d other matters as p rovided under Section 178(3) of 'the Act' Director(s), Key Managerial Personnel ('KMP') and Senior Management of the Company and other matte rs as provided u nder Section 178(3) of 'the Act'.

The same is a vailable 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 wel l as that of its Committees and indivi dual directors , including the Chairman of the Bo ard and Independe nt Directors. For the said p urpose, a structured questionnaire was circulated to the Directors for each of the evaluations.

Performance of the Board was eval uated by each Director on th e pa rameters 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, Independe nce of t he Committe e from the Board, Contribution to decisions of the Boa rd etc.

Performa nce of the Chairma n wa s evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Fu nctions, Abil ity to function a s a tea m, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartia l ity, Commitment, Ability to keep shareholders' i nterests in m ind 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 Com petency, Fulfilment of Functio ns, 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 nancial Officer or the members of the management of the Co mpany was held on March 06, 2025. The Independent Directors, i nter-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 exp ressed their sa tisfaction wi th the evaluation process.

17. ANNUAL RETURN

Pursu ant 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.

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 provisio ns of Section 152 (6) of the Act, Mr. Ajay Makhija (DIN: 02847288), Managing Director of t he Compan y and Mr. Akshay Makhija (DIN: 02787252) are liab l e to ret ire 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 recom mend his re-appointment an d 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:

24. DECLARATION FROM INDEPENDENT DIRECTORS

In te rms of Secti on 149 of 'th e 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 t his repo rt. All Independ ent Directors of the Company have given requisite d eclarations un der Section 149(7) of 'the Act', t hat th ey me et the criteria of independence as l aid d own under Se ction 149 (6) of 'the Act' al ong with the Rul es framed thereunder and that they h ave ai so complied with the Code of Conduct and Eth i cs of the Company as applicable to the Board oi Di rectors and Sen ior Management.

In the opin ion of the Board, the Independent Directors possess core skills/ expertise/ competencies (including the proficiency), identified by the Board, required in the context of Company's business (e s) an d sector(s) for the Company to function effectively and are pers ons of high integrity a nd repute. They fulfil l the conditions specified in 'the Act' as wei l as the Rules made thereunder a nd a re independent of the management.

The te rms and conditions of appointment of Independent Directors are as per Schedule IV of 'the Act'.

Du ring the year und er review, the Independent Directors of the Company had no pecuniary relationship or transaction wit h the Company, other than r eceiving th e sit ting fee s, and reimbursem ent of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Secti on 150 of th e Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , as amended, Independent D i rectors of the Company have confirmed that they have registered themselves with the databank m aintained by The Indian Insti tute 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 COMPANY'S OPERATIO NS IN FUTURE

Du ring the year und er review there were no significant and material orders passed by the regula tors or cou rts or tribunal s impacting the going concern status and company's ope rations in future.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate interna l controls system, commensurate wit h the size and natu re of its business. The system i s supported by documented policies, guidelines and procedures to monitor business a nd operational performance which are aimed at ensuring business integrity and promoting operation al efficiency.

Further the Compa ny has i n place adequate internal financial controls wi th reference to Fi na ncial Statements and su ch contro l s were operating effectively as a t M arch 31, 20 25. These controls have b een design ed to provid e a reasonable assurance with regard to maintaining proper accoun ting controls for ensurin g reliability of financial ieporting, m onitoring of operations. During the y ear, such controls wer e tested and no reportable weaknesses in th e de sign or operations were observ ed.

27. COMPOSITION OF AUDIT COMMITT EE AND VIGIL MECHAN ISM

The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 1 77 of'th e Act ' and S EBI Listing Regulat i ons.

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 und er rev i ew.

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

The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to w hich whistle blowe rs 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 provi des for adequa te safeguards against victimization of the w histle blower who avai l s of such mechani sm as well as direct access to the Chairman of the Audit Committee. The functioning of the vi gil mechanism is reviewed by the Audit Committee fro m tim e to t i me. None of the whistle blowers have bee n denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blow er Policy i s 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:

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.

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 Compa ny h as not bough t back any of its securities d uring th e ye ar under revi ew.

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 issu ed 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 (perma nent, contractu al, temporary, trainees) are cove red unde r this policy.

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

Th e 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 w ith Rule 5(1) of the Companies (Appointment a nd Remuneration of Man agerial Personnel) Rul es, 2014 is annexed herewith as Annexure - IV forming integral part of this report.

Non e of the employees dra w remuneration in excess of the li mits set ou t in the Rul e 5(2)(i), Rule 5(2 )(ii) and Rule 5(2)(ii i) of Companies (Appointment and Remuneration of Ma nagerial Personnel) Rul es, 2014 durin g th e 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 th e valua tion done at the time of one- time settlement and the val uation done while taking ⁱ oan from th e Banks or Fi nancial Institutions along with the rea son s thereof is not app lica ble.

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 th e Prospectu s. The Company has adhered to the intended purposes as ap proved and disc losed 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") a nd accordingly decided to construct ad ditional area in the land proposed to be acquired, procure additiona l plant and ma chinery of a superior qua I ity with a ll required facili ties which will result in enhancement of qu ality an d overall capacity of the Company, with options for additi on of new pro du ct lines for growth of the Company once the b uilding is con stru cted and the pl ant and m achinery is insta l led and made operational . A copy of t he latest Statement of Deviatio n or Variation i n the use of proceeds of Initial Public Offer ("IPO") fo r 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 a dopted a Code of Conduct to regulate, monitor and report tra ding by designated persons an d their immed iate relatives and a Code of Fair Disci osure to formu l ate a framework and policy for disclosu re of events and occurrences as per the requirements und er the Securities and Exchange Board of India (Prohib itio n 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 th at it ha s duly complied with the provisions of the Ma ternity Ben efit Act, 1961 . All eligi ble women employees have been extended t he statutory be nefits prescribed unde r the Act, includ i ng paid maternity leave i continuity of salary a nd service du ring the leave period, and post-matern ity suppo rt such as nursing breaks and flexible return-to-work opti ons, as applica ble. The Company remain s committed to fostering an inclusive an d 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 variou s Government Au thoriti es for th eir conti nu ed support extended to your Companies activities during the year under review. Your Director s also a cknowledge s g ratefu lly the shareholders ior their support and confidence repo sed on your Comp any.