DFM Foods Ltd Directors Report

Dear Shareholders,

The Board of Directors takes pleasure in presenting its Report and the Audited Financial Statements for the financial year ended March 31, 2026. (" the Financial Year under review").

1. FINANCIAL SUMMARY

(INR in Crores)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from operations	915.96	705.77
Profit/(Loss) before tax	14.17	(12.01)
Profit/(Loss) after tax	22.90	(4.66)

The Audited Financial Statements for the financial year 2025-26 have been prepared in accordance with Section 133 of the Companies Act, 2013 ("the Act"), read with the applicable rules and Indian Accounting Standards (ind AS). These, along with the Auditors Report, form an integral part of the Annual Report.

During the year, the Company achieved robust revenue growth of 29.78%, with revenue from operations increasing from INR 705.77 Crores to INR 915.96 Crores. The growth was driven by strong performance across the core portfolio, significant contribution from the value play and Namkeen categories, successful product innovations including the Better for You Portfolio, Choco Rings, Pipe Masala, Pudina Chips etc., improved market penetration, and continued expansion of the quick commerce and large pack channels. The Company also strengthened its manufacturing footprint by onboarding additional copacking partners, enhancing production capacity and supply chain efficiencies to support future growth.

The Company continued to focus on profitable growth through a disciplined approach towards portfolio management, innovation and operational excellence. Improved product mix, favourable commodity prices and focused cost optimisation initiatives resulted in higher material margins and improved operating performance. These were partially offset by material yield inefficiencies and higher factory overheads during the year. The Companys continued investment in distribution expansion, e-commerce presence and manufacturing capabilities, together with strong execution across key markets, contributed to a turnaround in profitability, resulting in a Profit Before Tax of INR 14.17 Crores as compared to a Loss Before Tax of INR 12.01 Crores in the previous financial year.

BUSINESS OUTLOOK

DFM Foods, led by its flagship brand Crax, continues to strengthen its competitive position in Indias fastgrowing packaged snacks market. The Company remains focused on leveraging evolving consumer preferences, expanding distribution reach, innovation- led product development and enhanced manufacturing capabilities to capitalise on long-term industry growth opportunities.

Looking ahead, the Company remains focused on driving sustainable and profitable growth in FY27 and beyond. The growth strategy is anchored on innovation- led portfolio expansion, acceleration of high-growth channels such as quick commerce and large packs, and deeper penetration in retail and rural markets. The Company also plans to expand its manufacturing and supply chain footprint through capacity augmentation, to enhance service levels more cost effectively across geographies.

The Companys growth plans are based on driving healthy margins, which are in turn supported by continued emphasis on cost take-out programmes, product mix and supply chain efficiencies.

While the sector remains competitive, the Company remains confident of its ability to offer valuable product differentiation and create value through strong brands and operational execution.

ENHANCING PRODUCT PORTFOLIO

The Company continues to strengthen its product portfolio to address the evolving preferences of Indian consumers across age groups and consumption occasions. Its offerings span key categories including extruded snacks, potato chips, traditional Namkeens, premium and global-inspired formats, and the Better- For-You segment. Established brands such as Crax Rings, Natkhat, Curls and Fritts continue to enjoy strong consumer acceptance and loyalty across markets.

Innovation remains a core pillar of the Companys growth strategy. During the year, the Company successfully strengthened its innovation pipeline through differentiated launches such as Fritts Peri Peri, Choco Rings and expanded offerings in the Better for You category. These initiatives enhanced consumer engagement and supported portfolio diversification across key channels including General Trade, Modern Trade and Quick Commerce. Subsequent to the close of the financial year, the Company further expanded its portfolio through the launch of new flavours of its existing products, including Biggies Chilli Cheese, Crax Chilli Pipes, Crax Mango Rings and Crax Strawberry Rings, as well as the introduction of a new product, Crax Truffle Fries. The Company will continue to focus on developing differentiated, scalable and consumerrelevant innovations to strengthen its market position and drive long-term growth.

• Crax Corn Rings: The iconic corn rings snack that has brought joy to kids for years. Available in flavours such as Tangy Tomato, Masala Mania and Chatpata, it also carries the excitement of a surprise toy inside, making snack time more playful.

• Crax Biggies: A bigger, bolder cheese snack built for relaxed consumption occasions such as movie nights, favourite shows and game nights. Available in Swiss Cheese and Chilli Cheese flavours.

• Crax Curls: Curled corn puffs known for their unique melt-in-the-mouth texture and enjoyable seasoning. The range includes Chatpata Masala, Cheesy Delight and Tomato Treat.

• Natkhat: A classic wheat puff snack with a light, crispy bite and timeless appeal. Available in Classic and Masala, it works equally well for teatime, sharing and everyday munching.

• Crax Fritts: Fries-shaped baked snacks made with a crunchy blend of corn and potatoes. Available in Cream & Onion and Peri Peri, it offers a fun snacking format with a distinctive bite.

• Crax Crunchy Pipes: A wheat-based crunchy snack that delivers a light, seasoned munching experience, designed to satisfy everyday snacking cravings.

• Crax Crunchy Noodles: A noodle-shaped crunchy snack with a burst of masala flavour in every bite, created for consumers who enjoy playful formats

and bold taste.

• Crax Cheese Balls: Bite-sized corn-based cheese snacks coated with cheesy flavour, delivering a crisp and melt-in-the-mouth snacking experience.

• Crax Namkeens: A wide range of traditional Indian savoury mixes for spicy, tangy and crispy snacking. The portfolio includes favourites such as Mast Mattar, Double Mazza, Aloo Bhujia, Moong Dal, Bhujia, Khatta Meetha, Navratan, Mast Moongfali and Punjabi Tadka.

• Crax Choco Rings: A fun extension of the Crax Rings platform, combining the crispy ring format with delicious chocolate taste. Each pack also includes a surprise toy to make snack time more engaging for kids.

• Crax Korean Noodles: A crunchy snack inspired by Korean ramen-style flavours, delivering a tangy and spicy taste experience for consumers looking for global snacking cues.

• Crax Truffle Fries: A premium oven-baked fries- style snack made with black truffle and parmesan cheese flavour, bringing an elevated global taste cue to the potato snacking space.

• Crax Fryumms: A homestyle classic fryum-style snack with a light salted crunch and a mixed bag of familiar shapes, bringing variety and fun to everyday munching.

• Crax Aloo Chips: A homestyle potato chip range made with sun-dried potatoes and groundnut oil, available in flavours such as Rock Salt and Red Chilli, including options suited for fasting occasions.

• Crax Peri Peri Ragi Chips: A better-for-you snacking option that combines the goodness of ragi with a bold Peri Peri flavour. It is positioned as a tasty ragi snack with protein, fibre and groundnut oil.

• Crax Ragi Nut Cracker: A reimagined nut cracker made with the goodness of ragi and groundnut oil. It offers a light, crispy and masala-seasoned snack with a protein-led proposition.

• Crax Zero Potato Chips: A reinvented potato chips range made with groundnut oil and positioned around zero palm oil, zero trans fat and zero preservatives. Available in Simply Salted and Masala Punch.

• Crax Zero Namkeens and Nut Mixes: A mindful snacking range covering Classic Salted Peanuts, Cocktail Nut Mix, Aloo Bhujia and Moong Dal, built on the same zero palm oil, zero trans fat and zero preservatives promise.

2. DIVIDEND

In view of the profits earned by the Company during the financial year 2025-26 and after considering the Companys overall financial position, future business requirements, and other relevant factors, the Board decided not to declare the dividend for the financial year ended March 31, 2026.

3. RESERVES

Your Company has not transferred any amount to reserves during the Financial Year under review.

4. CHANGE IN CAPITAL STRUCTURE

During the Financial Year under review, the Company has not increased its Authorized Share Capital.

As on the date of signing of this report, the Authorized Share Capital of the Company is INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 6,50,00,000 (Six Crore Fifty Lakhs Only) Equity Shares of INR 2/- each and 20,00,000 (Twenty Lakhs Only) Cumulative Convertible Preference Shares of INR 10/- each carrying dividend @10% per annum.

During the Financial Year under review, the Company has neither issued Equity Shares, sweat equity shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

Accordingly, as on March 31, 2026, the Issued and Paid-up equity share Capital of the Company is INR 10,08,21,730 divided into 5,04,10,865 Equity Shares of face value of INR 2/- each.

5. ESAR

Employees Stock Appreciation Rights ("ESAR")

Disclosure under Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year 2025-26 is set out below:

S. No Particulars	Details
1. ESARs granted	17,10,625
2. ESARs vested	68,696.80
3. ESARs exercised	Nil
4. Total number of equity shares arising as a result of exercise of ESARs	Nil
5. ESARs lapsed	2,88,903.65
6. ESAR exercise price	Not Applicable
7. Variation of terms of ESARs	There have been no changes to the terms and conditions of the ESARs.
8. Money realized by exercise of ESARs	Not Applicable
9. Total number of ESARs in force (Active ESARs) as on July 15, 2026	42,85,745.41
10. ESARs granted to key managerial personnel	• Mr. Vipul Prakash, Managing Director & CEO: 10,05,625;
	• Ms. Vaishali Singh, Company Secretary & Legal Head: 15,000
11. Any other employee who receives a grant of ESARs in any one year of ESARs amounting to 5% or more of ESARs granted during that year*
a. Mr. Vipul Prakash	10,05,625
12. Identified employees who were granted ESARs, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

*The details pertain to the financial year 2025-26. For previous financial years, kindly refer respective years Annual Reports.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associate companies. However, the Company is a subsidiary of AI Global Investments (Cyprus) PCC Limited.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) 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;

f) 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of the Company.

Currently, the Companys Board comprises six members. The Chairman, Mr. Hemant Madhusudan Nerurkar, is a Non-Executive Independent Director of the Company.

Mr. Hemant Madhusudan Nerurkar and Ms. Dipali Hemant Sheth whose first term of 5 years as Non-Executive Independent Directors of the Company, expired on January 13, 2025, were re-appointed as Non-Executive Independent Director for a further period of 5 years commencing from January 14, 2025 to January 13, 2030, in the 31^st Annual General Meeting of the Company held on December 30, 2024.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sahil Dilip Dalal, Non-Executive Non Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

The Board at its meeting held on July 15, 2026 and based on the recommendation of the Nomination and Remuneration Committee, has proposed the above-mentioned re-appointment of Mr. Sahil Dilip Dalal for approval of the shareholders at the ensuing AGM of the Company.

According to the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, brief profile and other information of Mr. Sahil Dilip Dalal are provided in the Notice convening the ensuing AGM of the Company and the relevant resolution is recommended for approval of the shareholders of the Company.

Currently, Mr. Hemant Madhusudan Nerurkar, Mr. Sandeep Batra and Ms. Dipali Hemant Sheth are Non-Executive Independent Directors of the Company. Mr. Vipul Prakash, Executive Director, Mr. Sahil Dilip Dalal and Mr. Nihal Sarawgi are Non-Executive Non-Independent Directors of the Company.

The Company has received a declaration from all the Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Act.

In the opinion of the Board, all the Independent

Directors possess the attributes of integrity, expertise and experience including the proficiency required to be an Independent Director of the Company, fulfill the conditions of independence as specified in the Act and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

In terms of Section 203 of the Act, as on March 31, 2026, the Company has the following Key Managerial Personnel:

a) Mr. Vipul Prakash, Managing Director & CEO (w.e.f. August 1, 2023)

b) Mr. Nikhil Mathur, Chief Financial Officer (w.e.f. July 1, 2021)

c) Ms. Vaishali Singh, Company Secretary (w.e.f. March 18, 2024)

10. BOARD AND COMMITTEES

All the Directors are esteemed professionals with diverse expertise, industry experience, educational backgrounds, and a gender mix relevant to achieving the Companys objectives and strategic goals.

Details about the Board and its Committees, including the number of meetings held and attended by the Directors, are given in Clause No. 2 of the Report on Governance.

As required by Schedule IV to the Act, a meeting of the Independent Directors was held on February 24, 2026, without the presence of the other Directors.

The Board Committees play a crucial role in the Companys governance structure. They have been constituted to address specific areas and activities mandated by applicable regulations that require closer review. The Board formally approves these Committees, assigning clearly defined roles to members of the Board as part of good governance practices. The Chairman of each Committee reports to the Board on the discussions held during Committee meetings. The minutes of all Committee meetings are submitted to the Board for review. The Board Committees can invite special guests to meetings as appropriate.

During the financial year under review, there were no instances where the Board did not accept the recommendations of the Audit Committee.

The Board has established the following statutory and non-statutory Committees:

a) Audit Committee,

b) Nomination and Remuneration Committee (Compensation Committee),

c) Corporate Social Responsibility Committee,

d) Stakeholders Relationship Committee,

e) Risk Management Committee,

f) Operations Committee*.

The composition, terms of reference, number of meetings held, and business transacted by the Committees are given in the Report on Governance.

*Operations Committee was constituted by the Board in its meeting held on July 17, 2025.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is furnished in Annexure- 1 and forms part of this Report. The Policy is also available in the Investor Relations section on the website of the Company and can be accessed at the weblink https://crax. in/wp-content/uploads/2023/12/Nomination- and-Remuneration-Policy-2.pdf.

The details of familiarization programme for Independent Directors with the Company are placed on the website of the Company at the weblink https://crax.in/wp-content/uploads/2026/02/ Familiarization-Programme-for-2025-26.pdf.

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The details of evaluation of Directors, Committees and Board as a whole are provided in the Report on Governance.

13. INTERNAL FINANCIAL CONTROLS

The Company has established and maintained an adequate system of internal financial controls commensurate with the size, scale and complexity of its business operations. The internal financial control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of the Companys assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information, in compliance with applicable laws, regulations and internal policies.

The Board, through periodic reviews, monitors the adequacy and effectiveness of the Companys internal financial control systems and ensures that appropriate corrective actions are taken wherever necessary. The effectiveness of these controls is evaluated through continuous monitoring by the management, self-assessment by functional heads, internal audit reviews and statutory audit procedures. Based on such reviews and assessments, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the Financial Year under review.

14. unpaid/ unclaimed dividend

Pursuant to the provisions of Section 124(5) of the Act, during the financial year 2025-26, final dividend for FY 2017-18 amounting to INR 7,73,700, which remained unpaid/unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government.

In accordance with Rule 6(3) (a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has, on June 1, 2026, issued individual notices to shareholders who have not claimed their dividends for seven consecutive years and whose equity shares are due to be transferred during FY 2026-27, at their latest available addresses. These notices were issued at least three months prior to the due date of transfer of shares.

Simultaneously, the Company has published a notice in leading newspapers in English and regional language having wide circulation, informing the concerned shareholders that the details of such shareholders, including their names and Folio Numbers/DP ID-Client ID, are available on the Companys website.

The details on transfer of unpaid dividend and shares to the Investor Education and Protection Fund (iepf) are given in Clause 6 (ix) of the Report on Governance.

15. AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprises Mr. Sandeep Batra (Chairperson), Mr. Hemant Madhusudan Nerurkar (Member), Mr. Sahil Dilip Dalal (Member) and Ms. Dipali Hemant Sheth (Member). The terms of reference of the Committee are included in the Report on Governance, which forms a part of this Report.

During the Financial Year under review, there have been no instances where the recommendations of the Audit Committee were not accepted by the Board.

16. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

As per provisions of Section 139(1) of the Act, the shareholders of the Company in the 30^th AGM held on November 29, 2023, approved the appointment of M/s MSKA & Associates LLP (formerly known as M/s M S K A & Associates), Chartered Accountants (ICAI Firm Registration No. 105047W), as Statutory Auditors for a period of five (5) years.

M/s MSKA & Associates LLP (formerly known as M/s M S K A & Associates), Chartered Accountants, have furnished a certificate of their eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, and they have confirmed that they are not disqualified from being appointed as the Statutory Auditors of the Company for a period of 5 (Five) Years from the conclusion of the AGM held on November 29, 2023. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors Report for the financial year ended March 31, 2026 is unmodified and does not contain any qualification, reservation, or adverse remark requiring explanation or clarification from the Board.

b) Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, M/s Chandrasekaran Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the Financial Year ended March 31, 2026.

In terms of Section 204 of the Act, a Secretarial Audit Report given by the Secretarial Auditor in Form No. MR 3 is annexed with this Report as Annexure - 2. There are no qualifications, reservations, comments or adverse remarks made by the Secretarial Auditor in their Report.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with corresponding rules framed thereunder, M/s. Grant Thornton Bharat LLP, act as the Internal Auditor of the Company.

e) Cost Auditor

Provisions of Section 148 of the Act read with the Companies (Cost Account and Audit) Rules, 2014 are not applicable to the Company. Hence, the Company has not appointed any Cost Auditor during the financial year.

17. RISK MANAGEMENT

Risk management is an integral part of the Companys strategy and is embedded within its operating framework. The Company believes that effective risk management and resilience are fundamental to achieving long-term sustainable growth and creating value for all stakeholders.

The Company has established a robust Enterprise Risk Management (erm) Framework that provides a structured and institutionalised approach to identifying, assessing, mitigating, monitoring, and governing key strategic and operational risks across the organisation. The framework encompasses a broad spectrum of risks, including strategy risk, data security risk, fiduciary risk, credit risk, liquidity risk, reputational risk, EHS risk, competition risk, fraud risk, technological risk, cyber security risk, intellectual property risk, material availability risk, fire or allied risk at manufacturing/tolling units, key talent risk, and other emerging risks that may impact the Companys operations.

The Enterprise Risk Register is reviewed by the Risk Management Committee on a half-yearly basis to evaluate key risk exposures, emerging risks, and the effectiveness of mitigation measures implemented across the organization. Based on its review, the Risk Management Committee submits a summary of the key risks and mitigation actions to the Audit Committee for its oversight. The Audit Committee reviews the adequacy and effectiveness of the Companys risk assessment and mitigation framework and provides guidance to strengthen risk management practices. The Board, through the Audit Committee, oversees the establishment and implementation of an adequate risk management system and undertakes a comprehensive annual review of the effectiveness of the Companys overall risk management framework.

During the Financial Year under review, one meeting of the Risk Management Committee was held on December 4, 2025. The Committee reviewed the Companys Risk Management Policy in light of the evolving business and operating environment and recommended appropriate revisions to strengthen the Companys risk management framework. The revised Policy, inter alia, provides for the identification and classification of key risks, the periodic review of the risk register, and clearly defines the roles and responsibilities of the Risk Management Committee, the Audit Committee, the Board of Directors and the functional heads in overseeing and managing risks across the organisation. The revised Policy was approved by the Board of Directors at its meeting held on May 22, 2026 and is available on the Companys website at https://crax.in/investor/.

As on March 31, 2026, the RMC comprised Mr. Vipul Prakash (Chairperson), Mr. Hemant Madhusudan Nerurkar (Member), Mr. Sahil Dilip Dalal (Member), Ms. Dipali Hemant Sheth (Member) and Mr. Sandeep Batra (Member). The detailed terms of reference of the Committee are included in the Report on Governance, which forms a part of this Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy (Vigil Mechanism) in accordance with the provisions of the Companies Act, 2013. The Policy provides a mechanism for directors, employees, and other stakeholders to report genuine concerns regarding any actual or suspected unethical behaviour, fraud, violation of applicable laws, or breach of the Companys policies. The Policy also provides adequate safeguards against victimisation of whistle blowers and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Companys website at https://crax.in/wp-content/ uploads/2023/12/Vigil-Mechanism-Whistleblower- Policy.pdf.

A brief note on the highlights of the Whistle Blower Policy, is provided in the Report on Governance, which forms part of this Report.

19. CORPORATE GOVERNANCE

The Board of Directors comprises experienced professionals with diverse expertise, providing effective leadership and strategic guidance to the Company. The Company is committed to maintaining high standards of corporate governance through well-defined policies, robust internal controls, and transparent decision-making processes that promote accountability, integrity, and ethical business conduct. The Board, supported by its Committees, provides effective oversight of key areas, including audit, risk management, compliance, and stakeholder interests, while ensuring adherence to applicable statutory and regulatory requirements.

A detailed Report on Governance, setting out the Companys governance philosophy and practices, forms part of this Annual Report as Annexure - 3.

20. HUMAN RESOURCES AND EMPLOYEE RELATIONS

Our employees remain our most valuable asset and a key driver of the Companys sustained growth and long-term success. We are committed to attracting, developing, and retaining high-potential talent by fostering a collaborative, transparent, and performance-driven work environment. Merit-based recognition and rewards continue to be integral to our people practices, encouraging excellence, accountability, and high performance across the organization.

We recognize that a diverse and well-managed workforce is a key driver of organizational success in todays evolving business landscape. By embracing diversity and fostering an inclusive culture, we strengthen creativity, innovation, and problem-solving through the integration of varied perspectives and experiences in decision-making processes. An inclusive workplace also enhances our ability to attract and retain Building an inclusive culture not only supports in attraction and retention of top talent but also enhances employee engagement and overall performance.

Furthermore, a diverse workforce that reflects the diversity of our stakeholders and communities enables the Company to better understand evolving market needs and respond more effectively to changing business realities. We remain committed to advancing diversity and inclusion beyond representation by promoting equitable policies, inclusive leadership practices, and continuous awareness building initiatives. Our objective is to ensure that every employee feels valued, respected, and empowered to contribute meaningfully to the Companys success.

During the year under review, employee and industrial relations remained cordial and harmonious.

As on March 31, 2026, the Company had a workforce of 686 permanent employees. The Human Resources function continues to focus on nurturing talent, building capabilities, supporting employee well-being, and preparing our workforce to meet current and future business challenges. Through focused people initiatives, we remain committed to creating opportunities for growth and fostering a high-performance culture across the organization.

21. PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE

During the financial year under review, the Company has not given any loans or guarantees or provided any securities covered under the provisions of Section 186 of the Act.

The Company has entered into Power Purchase Agreement Amendment Agreement dated April, 7, 2023 read with Power Purchase Agreement dated May 18, 2021 along with Novation Cum Amendment Agreement dated December 02, 2022 and Shareholders Agreement dated December 02, 2022 with Upendra Singh Multi Transmission Private Limited ("USMTPL") to get renewable energy (solar power) generated from the Solar Power Plant, to benefit the Company from cost saving perspective. In view of the above, the Company invested an amount of INR 95,99,967.72 in the paid-up equity share capital of USMTPL in compliance with Foreign Exchange Management Act, 1999 read with Rule 23 of the Non-Debt Instrument Rules 2019.

Details of investments are given in Note No. 3.1, which forms part of the Audited Financial Statements.

Further, in compliance with the provisions of Rule 23 of the Non-Debt Instrument Rules 2019, M/s MSKA & Associates LLP (formerly known as M/s M S K A& Associates), Chartered Accountants (ICAI Firm Registration No. 105047W), Statutory Auditors, have provided a report on compliance with the Foreign Exchange Management Act (‘FEMA) in relation to Indirect foreign downstream investments made in USMTPL.

22. RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on the website of the Company at https://crax.in/wp- content/uploads/2023/12/Policy-on-Related- Party-Transactions-2.pdf. This policy deals with the review and approval of related party transactions.

The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

During the financial year, the Company had not entered into any transaction with any of its related party.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC 2 is not applicable. Members may refer to Note No. 29 to the Audited Financial Statements which sets out related party disclosures pursuant to IND AS-24.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2026, the Corporate Social Responsibility Committee comprises Ms. Dipali Hemant Sheth (Chairperson), Mr. Hemant Madhusudan Nerurkar (Member) and Mr. Sandeep Batra (Member). The terms of reference of the Committee are included in the Report on Governance, which forms a part of this Report.

The Company views Corporate Social Responsibility as an integral part of its commitment to responsible business practices and community development, beyond statutory requirements.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and in view of the average net loss incurred by the Company during the preceding three financial years, the Company was not required to incur mandatory CSR expenditure for the financial year 2025-26.

24. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return of the Company for the financial year 2025-26 is available on the website of the Company at https://crax.in/wp-content/ uploads/2026/07/2025-26.pdf

25. PARTICULARS OF REMUNERATION OF DIRECTORS/

kmp/employees

The particulars of remuneration under Section 197 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - 4 to this Report.

During the year under review, the Managing Director & Chief Executive Officer of the Company has not received any commission from the holding company.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any Regulators, Courts or Tribunals against the Company which could impact the going concern status and Companys operations in future.

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has adopted a Policy on prevention of sexual harassment at workplace (‘POSH Policy). Periodic sessions were also conducted to apprise employees, the Internal Complaints Committee and build awareness on the subject matter. Our key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

The Company has constituted an Internal Complaints Committee which comprises of seven internal members and one external member under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with other provisions of the said Act.

Details of complaint during the Financial Year under review:

Number of complaints of sexual harassment received in the year 2025-26	Number of complaints disposed of during the year 2025-26	Number of cases pending for more than ninety days
1*	NIL	NIL

*The complaint was disposed off within the prescribed time period of 90 days from the date of its receipt by Internal Complaints Committee.

28. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT 1961.

During the Financial Year under review, the Company remains fully complied with all the provisions of Maternity Benefit Act 1961.

29. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year under review, there was no application made by the Company or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

30. DISCLOSURE REQUIREMENTS

a) Report on Governance is attached, which forms part of this Report.

b) The Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. The Company is committed to pursuing responsible growth and recognize its responsibility towards the society and the environment in which it operates.

c) The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs and that such systems are adequate and operating effectively.

31. DEPOSITS FROM PUBLIC

During the Financial Year under review, the Company did not accept any public deposits under Chapter V of the Act.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure-5 to this Report.

33. ENVIRONMENT, HEALTH AND SAFETY ("EHS")

The Company is committed to maintaining the highest standards of quality, environmental health, and safety (ehs), supported by a proactive approach to regulatory compliance and continuous improvement. Regular internal audits, reviews, and monitoring mechanisms are undertaken to ensure adherence to applicable statutory requirements as well as alignment with national and internationally recognized benchmarks.

At DFM Foods Limited, sustainability is an integral part of our business strategy and long-term value creation approach. As the maker of the trusted Crax brand, the Company remains committed to delivering safe, affordable, and enjoyable food products while creating a positive impact for all stakeholders, including consumers, employees, communities, farmers, business partners, investors, and the environment. During FY 2025-26, the Company further strengthened its ESG framework through enhanced governance mechanisms, sustainability initiatives, stakeholder engagement, and performance monitoring systems aligned with the National Guidelines on Responsible Business Conduct (NGRBC), Business Responsibility and Sustainability Reporting (BRSR) requirements, and other applicable global sustainability standards.

The Companys ESG strategy is guided by a materiality-led approach, ensuring alignment between business priorities and stakeholder expectations. Based on stakeholder consultations and business impact assessments, key material topics include food safety and product quality, consumer health and nutrition, sustainable packaging and circular economy, climate change and energy management, water stewardship, waste management, and employee health, safety and well-being. These priorities continue to guide the Companys sustainability investments, risk management framework, target-setting, and performance monitoring processes, supported by strong oversight from the Board and management, as well as alignment with Advents global ESG framework.

During the year, the Company continued to strengthen its environmental stewardship through initiatives focused on energy efficiency, increased adoption of renewable energy, and reduction in greenhouse gas emissions. The Company maintained its commitment to 100% Plastic Neutrality through compliance with Extended Producer Responsibility (epr) obligations and continued to strengthen structured waste management and recycling practices. On the social front, the Company remained focused on food safety, product quality, nutrition improvement, employee well-being, and community engagement initiatives, including the Crax Awareness Program in Nutrition and Sustainability (CANS). Governance practices were further strengthened through robust ethics and compliance systems, risk management processes, and internal controls, reinforcing transparency, accountability, and responsible business conduct.

The ESG Dashboard FY 2025-26 is provided below, summarizing key performance highlights across environmental, social, and governance areas.

ESG Area	FY 2025-26 Highlights
ESG Governance	ESG oversight through Board and Committees
Materiality Assessment	Double Materiality Assessment completed covering key stakeholder priorities and business impacts
S&P Global CSA Performance	Improved from baseline score of 11 (2023) to 62 (2025)
Food Safety Management	FSSC 22000 and ISO 22000 certified manufacturing operations
Consumer Safety	Robust Quality Assurance and Food Safety Management Systems across manufacturing network
Nutrition Improvement	Continued reformulation initiatives reducing sodium and saturated fat across product portfolio
Renewable Energy	Increased adoption of solar energy at manufacturing facilities
Climate Action	Continued focus on energy efficiency and carbon footprint reduction
Plastic Neutrality	100% Plastic Neutrality maintained through EPR compliance framework
EPR Compliance	100% Compliance with CPCB EPR obligations
Waste Management	Structured segregation, recycling and responsible disposal practices
Water Stewardship	Water conservation and resource efficiency initiatives implemented across operations
Employee Health & Safety	Focus on safe workplace, training and occupational health management
Ethics & Compliance	Code of Conduct, Vigil Mechanism and Anti-Corruption Framework operational
Supply Chain Governance	Vendor quality assurance and responsible sourcing assessments strengthened
Community Engagement	Nutrition and sustainability awareness programmes conducted through CANS initiative
Stakeholder Engagement	Active engagement with consumers, employees, investors, suppliers, regulators and communities

34. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there has been no change in the nature of business of the Company.

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

During the Financial Year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

36. ACKNOWLEDGEMENT

Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

On behalf of the Board	Sd/-
Place: Mumbai	Hemant Madhusudan Nerurkar
Date: July 15, 2026	Chairman