Desi Farms India Limited Directors Report

To

The Members,

Desi Farms India Limited,

(CIN- L60231KA1963PLC004604),

(Formerly known as SER Industries Limited),

Chikkakuntanahalli Villagebidadi Hobli Ramnagaram Taluk, Bangalore,

Karnataka, India, 562109

Your directors present their Report on the workings of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars	Financial Year 2025-26	Financial Year 2024-25
Total Income	88.69	49.37
Total Expenses	84.53	86.08
Profit (Loss) before Exceptional Extraordinary items and Tax	4.15	(36.71)
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Profit before Tax	4.15	(36.71)
Less: Current Tax	2.69	-
Deferred Tax	(1.70)	(2.11)
Profit /(Loss) After Tax for the period	(0.24)	(38.82)
Other Comprehensive Income	-	0.01
Total Comprehensive Income for the period	(0.24)	(38.81)

2. STATE OF COMPANYS AFFAIRS

During the financial year under review, the Company continued to focus on strengthening its business operations and laying a robust foundation for sustainable growth. The Company remained committed to enhancing operational efficiency, exploring new business opportunities and creating long-term value for its stakeholders.

During the year under review, the Company undertook various strategic initiatives towards expanding and diversifying its business activities, including its proposed entry into the dairy and allied products segment. The Company is focused on leveraging emerging opportunities in the agriculture and dairy sector and intends to strengthen its presence in these businesses through appropriate strategic initiatives.

The Company also continued to evaluate opportunities for growth, including strategic investments, business collaborations and other initiatives which are expected to contribute towards the long-term development of the Company.

The revenue for FY 2025-26 was INR 88.69 Lakhs as compared to INR 49.37 Lakhs revenue in the previous year. The company incurred a loss of INR 0.24 Lakhs for this year as against INR 38.813 Lakhs in the previous year

The Board of Directors remains committed to maintaining sound corporate governance practices, prudent financial management and effective internal controls while pursuing the Companys growth objectives.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company was formerly engaged in the logistics business, with its principal activities relating to transportation, supply chain management and movement of goods across various regions.

During the year under review, the Company undertook a strategic realignment and expansion of its business activities, with a view to entering the dairy, milk and allied food products sector and developing a new business platform aligned with its future growth objectives.

Pursuant to the approval of the Members of the Company by way of a Special Resolution passed at the Extra-Ordinary General Meeting held on February 20, 2026, the Memorandum of Association of the Company was altered to incorporate objects enabling the Company to undertake activities relating to the procurement, sourcing, collection, production, processing, manufacturing, preservation, pasteurisation, packaging, branding, trading, marketing, sale, distribution, export and import of milk and milk products, including dairy products, nutritious and healthy sweets, traditional and modern dairy-based confectionery, ice cream, frozen desserts and other allied, related or value-added food products.

Further, the Company changed its name from "SER Industries Limited" to "Desi Farms India Limited" with effect from March 19, 2026, pursuant to the requisite statutory and regulatory approvals. The change in name is intended to provide a corporate identity that is more closely aligned with the Companys evolving business strategy and proposed focus on the dairy and allied food products business.

4. THE AMOUNT, IF ANY, WHICH THE BOARD RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

The Board of Directors of the Company have not declared any Dividend for the current financial year due to losses incurred by the Company.

5. AMOUNT IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

During the year under review, there was no transfer to the reserves of the Company.

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. SHARE CAPITAL AND ITS CHANGES

During the year under review, the following changes occurred in the Capital structure of the Company.

Authorized Share Capital:

During the year under review, the company increased its Authorized Equity share capital from Rs. 6,00,00,000.00/- (Rupees Six Crore) divided into 60,00,000 (Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 46,00,00,000.00/- (Rupees Forty-Six Crore) divided into 4,22,00,000 (Four Crore Twenty-Two Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 38,00,000 (Thirty-Eight Lakhs) Preference Shares of Rs. 10/- (Rupees Ten) each.

Issued, Subscribed & Paid-up Capital:

During the year under review, the Company has taken approval of members vide special resolution passed at the Extraordinary General Meeting held on 20 ^th February 2026, subject to the approval of Registrar of Companies, Stock Exchange, the SEBI or any other statutory, regulatory or governmental authority, to the extent applicable for Preferential Issue of:

-up to 3,21,20,990 (Three Crore Twenty-One Lakh Twenty Thousand Nine Hundred Ninety) Equity Shares of the Company of the face value of Rs. 10 (Rupees Ten) each fully paid up ("Equity Shares") on preferential basis at a price of Rs.135/- (Rupees One Hundred Thirty-Five) per Equity Share including premium of Rs.125/- (Rupees One Hundred Twenty-Five) per Equity Share for consideration other than cash i.e. swap of shares with the shareholders of SNA Milk and Milk Products Limited and DFSU Farmer Connect Private Limited;

- up to 37,61,600 (Thirty-Seven Lakh Sixty-One Thousand Six Hundred) 3% Compulsorily Convertible Non-Cumulative Preference Shares of the Company of the face value of Rs. 10 (Rupees

Ten) each fully paid up (hereinafter referred to as "CCPS") on preferential basis at a price of Rs. 135/- (Rupees One Hundred Thirty-Five) per CCPS including premium of Rs. 125/- (Rupees One Hundred Twenty-Five) per CCPS for consideration other than cash i.e. swap of shares with the shareholders of SNA Milk and Milk Products Limited;

- up to 50,66,356 (Fifty Lakh Sixty-Six Thousand Three Hundred Fifty-Six) 5% Compulsorily Convertible Debentures of the Company of the face value of Rs. 10 (Rupees Ten) each fully paid up ("CCD") on preferential basis at a price of Rs. 135/- (Rupees One Hundred Thirty-Five) per CCD including premium of Rs. 125/- (Rupees One Hundred Twenty-Five) per CCD for consideration other than cash i.e. swap of shares with the shareholders of SNA Milk and Milk Products Limited and DFSU Farmer Connect Private Limited.

The Capital Structure of the Company as on 31^st March 2026 is as follows:

Particulars	As on 31st March 2026
	Number of Shares	Amount in INR
Authorized Share Capital
Equity Shares of Rs. 10/- each	60,00,000	6,00,00,000
Total Authorized Share Capital	60,00,000	6,00,00,000
Paid-up Share Capital
Equity Shares of Rs. 10/- each	9,89,590	98,95,900
Total Paid-up Share Capital	9,89,590	98,95,900

8. BOARD COMPOSITION OF DIRECTORS AND KMPs, IF ANY

During the year, there have been following changes in the constitution of the Board of Directors inclusive of Key Managerial Personnel (KMPs) during the financial year 2025-26.

- Mr. Jayant Dolatrai Mitra (DIN: 00801211) an Independent Director resigned from his position with effect from May 16^th 2025.

- Ms. Aarti Jeetendra Juneja (DIN: 06872059) was appointed as Independent, Additional Director of the Company with effect from 16^th May, 2025 and subsequently regularized at Annual General Meeting held on 30^th September, 2025.

- Mr. Om Narayan Singh (DIN: 10320343) was appointed as Independent, Additional Director of the Company with effect from 16^th May, 2025 and subsequently regularized at Annual General Meeting held on 30^th September, 2025.

- Mr. Mahesh Dharma Doifode (DIN: 08518066) an Independent Director resigned from his position with effect from July 08^th 2025.

- Ms. Savita Goel (DIN: 00425266) a Director of the Company resigned from her position with effect from July 08^th 2025.

- Mr. Sunil Kumar Shahi (DIN: 01887403) was appointed as Additional Director of the Company with effect from 08^th July, 2025 and subsequently regularized at Annual General Meeting held on 30^th September, 2025.

- Mr. Anil Kumar (DIN: 11104563) was appointed as Additional Director of the Company with effect from 08^th July, 2025 and subsequently regularized at Annual General Meeting held on 30 ^th September, 2025.

- Mr. Narendra Goel (DIN: 00327187), Whole time Director of the Company resigned from his position with effect from 05^th January, 2026.

- Mr. Arvind Khot (DIN: 06732061), Director of the Company resigned from his position with effect from 05^th January, 2026.

- Mr. Sanjay Bihari Pal, the Chief Financial Officer of the Company resigned from his position with effect from 05^th January, 2026.

- Mr. Ronak Jain, a Company Secretary & Compliance Officer of the Company resigned from his position with effect from 31^st January, 2026.

- Mr. Sunil Kumar Shahi (DIN: 01887403) was appointed as the Managing Director and Chairman of the Company, for a period of 5 (five) years with effect from January 20, 2026 at Extra-Ordinary General Meeting held on 20^th February, 2026.

- Mr. Ayush Munnalal Sharma (DIN: 06628387) was appointed as Additional Director, designated as a Non-Executive Independent Director, with effect from 20th January 2026 and subsequently regularized at Extra-Ordinary General Meeting held on 20^th February, 2026.

- Mr. Shrenik Rajiv Karnawat was appointed as the Chief Financial Officer (CFO) of the Company with effect from 20th January, 2026.

As on year ended 31st March 2026, the constitution of the Board of Directors inclusive of Key

Managerial Personnel (KMPs) is as follows:

Name of the Director	Designation
Mr. Sunil Kumar Shahi	Managing Director
Mr. Anil Kumar	Director
Mr. Om Narayan Singh	Independent Director
Mr. Ayush Munnalal Sharma	Independent Director
Ms. Aarti Jeetendra Juneja	Independent Director
Mr. Shrenik Rajiv Karnawat	Chief Financial Officer (CFO)

The following changes took place in the constitution of the Board of Directors inclusive of Key Managerial Personnel (KMPs) after the closure of Financial Year 2025-26:

- Mr. Om Narayan Singh (DIN: 10320343) resigned from the position of Independent Director of the Company with effect from 09^th July, 2026.

- Mrs. Garima Priyani, was appointed as Company Secretary and Compliance Officer of the Company with effect from 22^nd June, 2026.

As on date of signing of this report, the constitution of the Board of Directors inclusive of Key Managerial Personnel (KMPs) are as follows:

Name of the Director	Designation
Mr. Sunil Kumar Shahi	Managing Director
Mr. Anil Kumar	Director
Mr. Ayush Munnalal Sharma	Independent Director
Ms. Aarti Jeetendra Juneja	Independent Director
Mr. Shrenik Rajiv Karnawat	Chief Financial Officer (CFO)
Mrs. Garima Priyani	Company Secretary

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS:

Further, Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Anil Kumar (DIN:11104563), will retire by rotation at the 63^rd AGM and being eligible, has offered himself for re-appointment.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have confirmed there has been no change in circumstances which may affect their status as Independent Director. The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

9. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other committee to review issuance and allotment of securities. As on March 31, 2026, the Board has the following statutory and other committees.

STATUTORY COMMITTEES

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee

d. Securities Issue Committee; and

OTHER COMMITTEE

a. Securities Issue Committee

Details of all the Committees such as terms of reference, composition are:

a. Audit Committee

The Audit Committee of the Board of Directors provides assurance to the Board with regard to the adequacy and effectiveness of the Companys internal control systems and financial reporting processes. The Committee, inter alia, assists the Board in ensuring:

• Efficiency and effectiveness of operations, including proper utilisation and safeguarding of the Companys resources;

• Safeguarding of assets and adequacy of provisions made for all known and anticipated liabilities;

• Reliability, accuracy and completeness of financial and other management information and adequacy of related disclosures;

• Compliance with applicable laws, rules, regulations and statutory requirements; and

The Audit Committee also performs such other functions and exercises such powers as are entrusted to it by the Board and prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief terms of reference:

Terms of Reference of the Committee, inter alia, include the following:

- Recommend appointment, remuneration and terms of appointment of auditors, including cost auditors, of the Company.

- Approval of payment to statutory auditors, including cost auditors, for any other services rendered by them.

- Review with the management, the quarterly financial results / financial statements before submission to the Board for approval.

- Review and monitor the auditors independence, performance and effectiveness of audit process.

- Approval or any subsequent modification of transactions with related parties of the Company.

- Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Review the functioning of the whistle-blower mechanism/oversee the vigil mechanism.

- Review financial statements, particularly the investments made by the Companys unlisted subsidiaries.

As on March 31, 2026, the composition of the Audit Committee of the Company was as follows:

Name of the Member	Category	Designation
1. Aarti Jeetendra Juneja	Independent Director	Chairman
2. Om Narayan Singh	Independent Director	Member
3. Sunil Kumar Shahi	Chairman and Managing Director	Member

As on the date of the report, the composition of the Audit Committee of the Company was as follows:

Name of the Member	Category	Designation
1. Aarti Jeetendra Juneja	Independent Director	Chairman
2. Ayush Munnalal Sharma	Independent Director	Member
3. Sunil Kumar Shahi	Chairman and Managing Director	Member

Mr. Shrenik Rajiv Karnawat, Chief Financial Officer (CFO) act as invitee to the meetings of the Audit Committee, as and when required. He provides the Committee with relevant financial, accounting, and regulatory information and assist the Committee in discharging its responsibilities effectively.

Ms. Garima Priyani, Company Secretary acts as the Secretary to the Audit Committee and is responsible for facilitating the conduct of Committee meetings, maintaining the minutes and records of the proceedings, and providing necessary assistance in relation to applicable statutory, regulatory and secretarial requirements.

b. Nomination and Remuneration Committee ("NRC")

The NRC is responsible for, inter alia, identifying persons qualified to become Directors and Senior Management Personnel, recommending their appointment and removal, evaluating the performance of Directors, reviewing the remuneration of Directors and Senior Management Personnel, and carrying out such other functions as may be prescribed under the applicable laws and entrusted to the Committee by the Board.

Brief terms of reference:

Terms of Reference of the Committee, inter alia, include the following:

- Formulate criteria for determining the qualifications, positive attributes and independence of Directors and recommend the remuneration policy to the Board.

- Formulate criteria for evaluation of the performance of the Board, its committees and individual Directors.

- Devise a policy on Board Diversity.

- Identify and recommend to the Board persons qualified for appointment as Directors and Senior Management Personnel.

- Recommend to the Board the remuneration payable to Directors, Key Managerial Personnel and Senior Management Personnel.

- Perform such other functions as may be prescribed under applicable laws and assigned by the Board.

Remuneration Policy

The remuneration policy aims to attract, motivate and retain high-calibre talent. The remuneration structure is market-oriented and performance-driven, taking into consideration industry practices, individual responsibilities, experience and performance, while ensuring compliance with applicable statutory and regulatory requirements.

As on March 31, 2026, the composition of the NRC of the Company was as follows:

Name of the Member	Category	Designation
1. Om Narayan Singh	Independent Director	Chairman
2. Aarti Jeetendra Juneja	Independent Director	Member
3. Sunil Kumar Shahi	Chairman and Managing Director	Member

As on the date of the report, the composition of the NRC of the Company was as follows:

Name of the Member	Category	Designation
1. Ayush Munnalal Sharma	Independent Director	Chairman
2. Aarti Jeetendra Juneja	Independent Director	Member
3. Sunil Kumar Shahi	Chairman and Managing Director	Member

Ms. Garima Priyani, Company Secretary acts as the Secretary to the NRC and is responsible for facilitating the conduct of Committee meetings, maintaining the minutes and records of the proceedings, and providing necessary assistance in relation to applicable statutory, regulatory and secretarial requirements.

c. Stakeholders Relationship Committee ("SRC")

The Committee, inter alia, oversees and reviews matters relating to the interests and grievances of the shareholders and other security holders of the Company.

Brief terms of reference:

Terms of Reference of the Committee, inter alia, include the following:

- Resolving the grievances of security holders, including complaints relating to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of new/duplicate share certificates and matters relating to general meetings;

- Reviewing the measures taken for effective exercise of voting rights by shareholders;

- Reviewing adherence to the service standards adopted by the Company in respect of various services rendered by the Registrar and Share Transfer Agent;

- Reviewing measures and initiatives undertaken by the Company for reducing unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports and statutory notices by the shareholders.

As on March 31, 2026, the composition of the SRC of the Company was as follows:

Name of the Member	Category	Designation
1. Om Narayan Singh	Independent Director	Chairman
2. Sunil Kumar Shahi	Chairman and Managing Director	Member
3. Anil Kumar	Director	Member

As on the date of the report, the composition of the SRC of the Company was as follows:

Name of the Member	Category	Designation
1. Ayush Munnalal Sharma	Independent Director	Chairman
2. Sunil Kumar Shahi	Chairman and Managing Director	Member
3. Anil Kumar	Director	Member

d. Securities Issue Committee

The Committee is entrusted with overseeing the overall process relating to the issue and allotment of Equity Shares on a preferential basis, including liaising with the Stock Exchanges, Registrar of Companies and other relevant regulatory authorities. The Committee is also authorized to appoint such intermediaries, consultants, professionals and other authorities as may be required by the Company from time to time for giving effect to the proposed issue.

As on March 31, 2026, the composition of the Securities Issue Committee of the Company was as follows:

Name of the Member	Category	Designation
1. Om Narayan Singh	Independent Director	Chairman
2. Sunil Kumar Shahi	Chairman and Managing Director	Member
3. Ayush Munnalal Sharma	Independent Director	Member
4. Aarti Jeetendra Juneja	Independent Director	Member

As on the date of the report, the composition of the Securities Issue Committee of the Company was as follows:

Name of the Member	Category	Designation
1. Ayush Munnalal Sharma	Independent Director	Chairman
2. Sunil Kumar Shahi	Chairman and Managing Director	Member
3. Anil Kumar	Director	Member

10. MEETINGS OF BOARD AND ITS COMMITTEES BOARD MEETING:

During the Financial Year under review, ten (10) Meetings of the Board of Directors were held. The interval between any two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following are the dates on which the Board Meetings held during the year under review:

Date of Board Meeting	Board Meeting
	No. of Directors are entitled to attend the Meeting	No. of Directors who attended the meeting
1. 16.05.2025	5	5
2. 08.07.2025	6	6
3. 08.09.2025	6	6
4. 17.09.2025	6	6
5. 07.11.2025	6	6
6. 22.11.2025	6	6
7. 24.12.2025	6	6
8. 20.01.2026	4	4
9. 22.01.2026	5	5
10. 14.02.2026	5	5

AUDIT COMMITTEE:

During the financial year ended 31^st March, 2026, four meetings of Audit Committee were held, as follows:

Date of Audit Committee Meeting	Audit Committee Meeting
	No. of Members entitled to attend the Meeting	No. of Members who attended the meeting
1. 16.05.2025	3	3
2. 08.07.2025	3	3
3. 07.11.2025	3	3
4. 14.02.2025	3	3

NOMINATION AND REMUNERATION COMMITTEE:

During the financial year ended 31^st March, 2026, four meetings of the Nomination and Remuneration Committee were held, as follows:

Date of Committee Meeting	Nomination and Remuneration Committee Meeting
	No. of Members entitled to attend the Meeting	No. of Members who attended the meeting
1 16.05.2025	3	3
2 08.07.2025	3	3
3 07.11.2025	3	3
4 20.01.2026	3	3

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year ended 31^st March, 2026, one meetings of the Stakeholders Relationship Committee were held, as follows:

Date of Committee Meeting	Stakeholders Relationship Committee Meeting
	No. of Members entitled to attend the Meeting	No. of Members who attended the meeting
1 09.02.2026	3	3

SECURITIES ISSUE COMMITTEE:

During the financial year ended 31^st March, 2026, two meetings of the Securities Issue were held, as follows.

Date of Committee Meeting	Securities Issue Committee Meeting
	No. of Members entitled to attend the Meeting	No. of Members who attended the meeting
1. 21.01.2026	4	4
2. 21.02.2026	4	4

11. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 09, 2026, without the attendance of NonIndependent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Companys business and to contribute effectively to the Board and its Committees.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company.

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the people who are qualified to become the Directors.

The Remuneration Policy is in consonance with existing industry practice.

Board Diversity

Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website.

15. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations.

16. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)

(c) and Section 134(5) of the Companies Act, 2013 that:

i) In the preparation of annual accounts for the year ended March 31^st, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit of the Company for the year ended on that date;

iii) The Directors 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 Directors have prepared the annual accounts 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 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.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report in Annexure B.

18. THE WEB ADDRESS OF THE COMPANY, IF ANY WHERE THE ANNUAL RETURN REFFRED IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.desifarmsindia.org/

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188:

During the financial year under review, the Company entered into transactions with related parties, as defined under Section 2(76) of the Companies Act, 2013, which fall within the purview of Section 188 of the Companies Act, 2013 and the rules made thereunder.

The details of such Related Party Transactions, as required under the applicable provisions of the Companies Act, 2013, are disclosed in the Financial Statements of the Company forming part of this Annual Report.

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

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided are proposed to be utilised by the recipient are disclosed in the Audited Financial Statement.

21. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. ANKH and Associates, Chartered Accountants (Firm Registration No. 015330S) were appointed as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 61st Annual General Meeting until the conclusion of the 66th Annual General Meeting, i.e. for the financial years 2024-25 to 2028-29.

The Company is in the process of finalising and appointing the Peer Reviewed Statutory Auditor in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Company shall ensure that the appointment is completed within the stipulated time and in compliance with all applicable statutory requirements.

However, M/s. ANKH and Associates resigned as the Statutory Auditors with effect from 8^th August 2026, resulting in a casual vacancy.

The Statutory Auditors of the Company, M/s. A N K H & Associates, Chartered Accountants (Firm Registration No. 015330S), have issued their Report on the financial statements of the Company for the financial year ended 31st March, 2026. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation or comments from the Board of Directors under Section 134(3)(f) of the Companies Act, 2013.

Accordingly, no further explanation or comments of the Board are required in this regard.

22. SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s SAND and Associates, Practicing Company Secretaries (Peer reviewed certificate no. 2963/2022) were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30. M/s. SAND & Associates has confirmed that the firm is not disqualified to continue as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company The Secretarial Audit Report for the year under review is provided as Annexure C of this report.

The Secretarial Audit Report contains certain observations in respect of the compliance matters referred to therein. The observations made by the Secretarial Auditor, along with the explanations/comments of the Board thereon, are as follows:

Observation of the Secretarial Auditor	Boards Explanation/Comments
1 During the period under review, the Company was subject to certain fines imposed by BSE Limited in respect of delays in regulatory compliances under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company acknowledges the instances of delayed regulatory compliances under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
	The Company has duly paid the aforesaid fines imposed by BSE Limited. The Company has also taken note of the observations and has strengthened its internal compliance monitoring mechanism to ensure timely and proper compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulatory requirements. The Company remains committed to ensuring timely compliance with all applicable laws and regulations going forward.
Accordingly, the aggregate amount of fines imposed in respect of the aforesaid instances amounted to ^23,600/- including GST. The aforesaid matters constitute instances of delayed regulatory compliance and have accordingly been considered while carrying out the Secretarial Audit. Based on the information made available to us, the financial impact of the aforesaid instances was limited to the respective penalty amounts.
2 The Company had a delay in submission of the SDD compliance report to BSE Limited within the prescribed timeline.	The Company acknowledges the delay in submission of the SDD compliance report to BSE Limited within the prescribed timeline. The Company has subsequently submitted the requisite report before the date of signing of this Report. Accordingly, the delay has been regularised and there is no
	pending submission as on the date of this Report.

23. COST RECORDS AND COST AUDIT

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 read with the applicable rules made thereunder, are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to maintain cost records or get its accounts audited by a Cost Auditor.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees which are required to be reported to the Audit Committee under Section 143(12) of the Act.

25. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the financial year under review, the Company had one employee other than the Directors of the Company. The remuneration paid to such employee during the year was not covered under the disclosure thresholds prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Accordingly, the particulars required to be disclosed pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the said Rules are not applicable to the Company and no separate statement/annexure in this regard is required to be provided.

27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and nature of its business. These controls are designed to ensure the orderly and efficient conduct of the Companys operations, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal financial controls are reviewed periodically and are supported by appropriate policies, procedures and monitoring mechanisms. Based on the assessment carried out by the management, the Board is of the opinion that the Company has adequate internal financial controls with reference to the financial statements and that such controls were operating effectively during the financial year under review.

28. RISK MANAGEMENT

The Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Companys risk management.

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

29. KEY DEVELOPMENTS AND STRATEGIC INITIATIVES

The financial year under review marked a significant phase of strategic and corporate transformation for the Company. During the year, the Company witnessed a change in its controlling shareholding and undertook a series of important corporate initiatives to align its identity, business objects and corporate structure with its evolving business strategy and future growth plans.

The key initiatives undertaken during the year included the following:

a. Acquisition of Controlling Stake and Open Offer

During the year under review, Mr. Sunil Kumar Shahi acquired a controlling stake of 55.30% in the Company, Desi Farms India Limited (CIN: L60231KA1963PLC004604), formerly known as SER Industries Limited, for an aggregate consideration of ^1,91,52,525/- (Rupees One Crore Ninety-One Lakhs Fifty-Two Thousand Five Hundred Twenty-Five Only).

Consequent upon the acquisition of control, an Open Offer was announced for acquisition of up to 26% of the fully diluted voting share capital/public shareholding of the Company at an offer price of ^35/- (Rupees Thirty-Five only) per Equity Share, in accordance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations").

The acquisition of control and the Open Offer were undertaken in accordance with the applicable provisions of the SEBI SAST Regulations and other applicable statutory and regulatory requirements.

The acquisition is expected to facilitate the Companys strategic realignment, strengthen its business and operational capabilities and provide a platform for pursuing its proposed business objectives and future growth opportunities.

b. Change in Name of the Company

During the year under review, pursuant to the approval of the Members of the Company and the requisite statutory and regulatory approvals, the name of the Company was changed from "SER Industries Limited" to "Desi Farms India Limited".

A fresh Certificate of Incorporation consequent upon the change of name was issued by the Registrar of Companies, Ministry of Corporate Affairs, and the change of name became effective from March 19, 2026.

The change in name reflects the Companys evolving business strategy and its proposed foray into the dairy and allied food products sector. The new corporate name is intended to provide an identity more closely aligned with the Companys amended Main Objects, which include activities relating to the procurement, processing, manufacturing, packaging, branding, marketing, trading and distribution of milk, dairy products, nutritious sweets, dairy-based confectionery, ice cream, frozen desserts and other allied and value-added food products.

The change in name does not affect the legal status, identity or continuity of the Company. The Company continues to remain the same legal entity, and all its existing rights, obligations, contracts, agreements, approvals, licences, permits, assets and liabilities continue to remain unaffected and in full force and effect.

c. Alteration of the Main Object Clause of the Company

During the year under review, the Company altered its Main Object Clause of the Memorandum of Association with a view to broadening the scope of its business activities and aligning its objects with the Companys evolving business strategy and proposed entry into the dairy, milk and allied food products sector.

The alteration in the Main Object Clause was approved by the Members of the Company at the Extra-Ordinary General Meeting held on February 20, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Pursuant to the alteration, the Main Object Clause of the Company now, inter alia, enables the Company to undertake the business of procuring, sourcing, collecting, producing, processing, manufacturing, preserving, pasteurizing, packaging, branding, trading, marketing, selling, distributing, exporting and importing milk and milk products, including dairy products, nutritious and healthy sweets, traditional and modern dairy-based confectionery, ice cream, frozen desserts and other allied, related or value-added food products.

d. Change in Registered Office of Company:

During the year under review, pursuant to approval of Members at the Extra-Ordinary General Meeting held on 20^th February, 2026, the Company shifted its Registered Office from Chikkakuntanahalli Village, Bidadi Hobli, Ramanagaram Taluk, Bangalore, Karnataka - 562109, falling under the jurisdiction of the Registrar of Companies, Bangalore, to H. No. 452, G. No. 537, Chaskaman Punarvasam, Khandale, Taluka-Shirur, Burunjwadi, Pune, Shirur, Maharashtra - 412208, falling under the jurisdiction of the Registrar of Companies, Pune.

This will ensure managing the Company more effectively and economically and would in no way be detrimental to the interest of any member of the public, employees and associates of the Company in any manner.

The said shifting of the Registered Office resulted in a change in the jurisdiction of the Registrar of Companies from Bangalore to Pune and from the State of Karnataka to the State of Maharashtra. The Company has made the requisite application to the Regional Director for approval of the said shifting of the Registered Office.

As on the date of this Report, the approval of the Regional Director is awaited.

30. EVENT SUBSEQUENT TO DATE OF FINANCIAL STATEMENTS UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There are no material changes and commitments that occurred between the end of the financial year of the Company and the date of this report which can affect the financial position of the Company except the following:

a. In Principle Approval for Allotment of Securities

The Company have received in principle approval from Bombay Stock Exchange dated 24^th June, 2026 for issuance and allotment of equity shares, 3% Compulsorily Convertible NonCumulative Preference Shares ("CCPS") and 5% Compulsorily Convertible Debentures ("CCD") of the Company , on a preferential basis for consideration other than cash, in accordance with the provisions of the Companies Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as consideration for the acquisition of securities of SNA Milk and Milk Products Limited ("SNA) and DFSU Farmer Connect Private Limited ("DFSU") with the objective of acquiring up to 100% ownership and control of SNA and DFSU on a fully diluted basis pursuant to the approved share swap arrangement.

Pursuant to approval of shareholders of the Company obtained at the Extraordinary General Meeting held on February 20, 2026 and In-principle approval dated June 24, 2026 the Board has made the following allotments:

b. Allotment of Securities under Share Swap Basis

i. The Board of Directors, at its meetings held on 04th July 2026 and 09th July 2026, respectively, accorded approval for allotment of an aggregate of 3,18,24,590 (Three Crore Eighteen Lakh Twenty-Four Thousand Five Hundred Ninety) fully paid-up Equity Shares of the Company, having face value of Rs. 10/- (Rupees Ten only) each ("Subscription Shares"), at a price of Rs. 135/- (Rupees One Hundred Thirty-Five only) per Equity Share, including a premium of Rs. 125/- (Rupees One Hundred Twenty-Five only) per Equity Share, being the issue price determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the respective allottees, on a preferential basis for consideration other than cash. The consideration for the allotment comprised the shares held by the respective allottees in SNA Milk and Milk Products Limited ("SNA") and DFSU Farmer Connect Private Limited ("DFSU"), which were transferred by the respective allottees to the Company ("Sale Shares").

ii. The Board of Directors, at its meetings held on 04th July 2026 and 09th July 2026, respectively, accorded approval for allotment of an aggregate of 34,54,600 (Thirty-Four Lakh Fifty-Four Thousand Six Hundred) fully paid-up 3% Compulsorily Convertible NonCumulative Preference Shares ("CCPS") of the Company, having face value of Rs. 10/- (Rupees Ten only) each ("Subscription Shares"), at a price of Rs. 135/- (Rupees One Hundred Thirty- Five only) per CCPS, including a premium of Rs. 125/- (Rupees One Hundred Twenty-Five only) per CCPS, being the issue price determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the respective allottees, on a preferential basis for consideration other than cash. The consideration for the allotment comprised the shares held by the respective allottees in SNA Milk and Milk Products Limited ("SNA"), which were transferred by the respective allottees to the Company ("Sale Shares")

iii. The Board of Directors, at its meetings held on 07th July 2026 and 09th July 2026, respectively, accorded approval for allotment of an aggregate of 49,59,956 (Forty-Nine Lakh

Fifty-Nine Thousand Nine Hundred Fifty-Six) fully paid-up Compulsorily Convertible Debentures ("CCD") of the Company, having face value of Rs. 10/- (Rupees Ten only) each ("Subscription Securities"), at a price of Rs. 135/- (Rupees One Hundred Thirty-Five only) per CCD, including a premium of Rs. 125/- (Rupees One Hundred Twenty-Five only) per CCD, being the issue price determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the respective allottees, on a preferential basis for consideration other than cash. The consideration for the allotment comprised the shares held by the respective allottees in SNA Milk and Milk Products Limited ("SNA") and DFSU Farmer Connect Private Limited ("DFSU"), which were transferred by the respective allottees to the Company ("Sale Shares").

c. Acquisition of SNA Milk and Milk Products Limited ("SNA") and DFSU Farmer Connect Private Limited ("DFSU) on fully diluted basis through a share swap arrangement.

Consequent to the aforesaid allotments and transfer of the Sale Shares, the Company has acquired 96.91% stake in SNA Milk and Milk Products Limited ("SNA") on a fully diluted basis and 99.95% stake in DFSU Farmer Connect Private Limited ("DFSU") on a fully diluted basis, through share swap arrangement thereby making SNA and DFSU subsidiaries of the Company. The aforesaid acquisitions form part of the Companys strategic initiative to expand its presence in the dairy and allied food products sector and strengthen its position across the value chain.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, relating to Corporate Social Responsibility ("CSR") are not applicable to the Company during the financial year under review. Accordingly, the Company was not required to constitute a CSR Committee or formulate a CSR Policy or incur any expenditure towards CSR activities during the year.

32. VIGIL MECHANISM:

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company.

33. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and conducive working environment and has zero tolerance towards sexual harassment at the workplace. The Company complies with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, to the extent applicable.

The following is a summary of sexual harassment complaints received and disposed of during the year under review:

(i) Number of Sexual Harassment Complaints received: NIL

(ii) Number of Sexual Harassment Complaints disposed off: NIL

(iii) Number of Sexual Harassment Complaints pending beyond 90 days: NIL

34. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

As on March 31, 2026, the Company did not have any Subsidiary Company, Associate Company or Joint Venture. Accordingly, the provisions relating to disclosure of particulars of subsidiaries, associate companies and joint ventures and filing of Form AOC-1 under Section 129(3) of the Companies Act, 2013, read with the applicable rules, were not applicable to the Company for the financial year under review.

After the closure of the Financial Year, the following Companies became a subsidiary:

Name of the Subsidiaries (including step- down subsidiaries)/ Associates	Nature of Relationship
1. SNA Milk and Milk Products Limited	Subsidiary Company
2. DFSU Farmer Connect Private Limited	Subsidiary Company
3. Vedaaz Organic Private Limited	Step-Down Subsidiary Company
4. Smiling Nature Private Limited	Step-Down Subsidiary Company
5. GK Dairy and Milk Products Private Limited	Associate Company
6. Suruchi Dairy Industries Private Limited	Step-Down Subsidiary Company
7. Suruchi Dairy and Dairy Products Private Limited	Step-Down Subsidiary Company

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-A of this report.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, there has been no one-time settlement of loans taken from banks and financial institutions.

Acknowledgement:

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during the year under review.