DSM Fresh Foods Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting herewith their 11th Annual Report of DSM FRESH FOODS LIMITED on the business and operations of the Company together with the Audited Financial Statements and Auditors Report for the Financial Year ended 31st March 2026.

1.FINANCIAL PERFORMANCE AT A GLANCE

The Standalone & Consolidated Financial performance of the Company for the year ended March 31, 2026, is summarized below:

(Amt. in Rupees in lakhs)

	STANDALONE		CONSOLIDATED
PARTICULARS	Financial Year 2025-26 (FY 2026)	Financial Year 2024-25 (FY 2025)	Financial Year 2025-26 (FY 2026)	Financial Year 2014-25* (FY 2025)
Revenue from Operations	22,081.81	13,073.38	22,081.81	13,073.38
Other Income	149.12	74.10	149.12	74.10
Total Revenue	22,230.93	13,147.48	22,230.93	13,147.48
Less:- Total Expenditure	19,877.45	11,982.34	19,881.13	11,982.34
Less:- Prior Period Item	33.30	-	33.30	-
Net Profit/(Loss) before tax	2,320.18	1,165.14	2,316.50	1,165.14
Less:- Current tax	478.75	-	477.82	-
Less:- Deferred tax charge/(Credit)	404.65	262.38	404.65	262.38
Net Profit and Loss after Tax	1,436.78	902.76	1,434.03	902.76
Earning Per Share:- (FV Rs.10) Basic	7.48	5.51	7.46	5.51
Earning Per Share:- (FV Rs.10) Diluted	7.48	5.51	7.46	5.5

*Note: The subsidiary company was acquired during FY 2025-26 therefore, consolidation has been done as of 31 March 2026, while FY 2024-25 financial statements remain standalone.

2.STATE OF COMPANYS AFFAIRS

The financial year 2025- 26 has been very successful for the Company, with substantial growth in both revenue and profitability. This achievement can be attributed to its focused marketing efforts, innovative digital initiatives, supported by robustly growing economy and consumer sentiments. The Company got listed its shares on BSE SME platform on 09th October, 2025.

During the year under review, the Company has earned Net Profit of Rs. 1,436.78/- Lakhs for the year ended March 31, 2026 as against Rs. 902.76/- in the previous financial year, from its operations during the year. The Board of Directors has a view that the Company will earn more profits in the upcoming years.

3. TRANSFER TO RESERVE

During the period under review the company has not transferred any amount to the General Reserve for the financial year ended March 31, 2026.

4. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company contains information like Policies, Shareholding Pattern, Financial Statements and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc. The Website of the Company is .

5. CHANGE IN NATURE OF BUSINESS ACTIVITY OF THE COMPANY

During the financial year under review, the Company continued its primary operations of manufacturing and supplying processed meat across India. During this period, the Company raised funds through an Initial Public Offering (IPO) for business expansion. These advancements represent a significant shift in the nature of the Companys business during the year.

The Company has altered its Memorandum of Association (MOA) by way of insertion/amendment of the Main Objects Clause to expand the scope of its business activities. Pursuant to the approval of the shareholders, the Company has included additional objects relating to food processing and trading, agricultural produce, fertilizers and chemicals, logistics and allied infrastructure, research and development activities, and other lawful business activities as specified in the amended MOA.

6. DIVIDEND

In order to conserve the resources for long run working capital requirement and expansion of business, the Board of Directors has not recommended any Dividend for the financial year ended March 31, 2026.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the last year.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

The Company was listed on the SME Platform of BSE Limited on October 09, 2025. Except for the aforesaid listing, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant / material orders passed by any of the Regulators or Courts or Tribunals or any of the Authorities impacting the going concern status and Companys operations in future.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Management Discussion and Analysis for the year ended March 31, 2026 forms an integral part of this Annual Report as Annexure- I.

11. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has an Internal Complaints Committee (ICC) to examine the case related to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. No complaints were received during the year under review under the provisions of the said Act. Details of complaints in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review is as follows:

The following is a summary of sexual harassment complaints received and disposed off during the year 2025- 26:

Particulars	Number of Complaints
Number of Complaints filed during FY 2025-26	Nil
Number of Complaints disposed of during FY 2025-26	Nil
Number of Complaints pending as on end of the FY 2025-26	Nil

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on Companys website viz. .

12. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE- TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

There is no such transaction in the Company during the Financial Year.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate financial control system and framework in place to ensure:-

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud and risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025- 26.

14. LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company are listed on the SME platform of Bombay Stock Exchange of India Limited (BSE) having scrip code 544568 and Trading Symbol is ZAPPFRESH w.e.f October 09, 2025.

15. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations.

Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives.

The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

16. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2026, your Company had 1 (One) subsidiary Company. During the financial year, your Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries in Form AOC- 1, is appended as Annexure II to the Board Report. The statement also provides the details of the performance and financial positions of the subsidiaries. The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of your Company at .

Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

17. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there- under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

18. DEMATERIALIZATION

The ISIN of Equity Shares is INEOSUM01015.

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

19. SHARE CAPITAL

A. Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of your Company is Rs. 25,00,00,000/- (Rupees Twenty- Five Crore only) divided into 2,39,89,000 (Two Crore Thirty- Nine Lakh Eighty- nine thousand) equity shares of Rs. 10/- (Rupees Ten) each aggregating to Rs. 23,98,90,000 (Rupees Twenty- three Crores Ninety- Eight Lakh Ninety thousand only) and 1,00,000 (One lakhs only) 0.01% Compulsorily Convertible Preference shares of Rs. 100/- (Rupees Hundred only) each aggregating to Rs. 1,00,00,000 (Rupees one crore only) and 1100 (Eleven Hundred only) each 0.001% Compulsorily Convertible Preference shares of Rs. 100/- (Rupees Hundred only) each aggregating to Rs. 1,10,000 (Rupees One lakh ten thousand only).

B. Issued and Paid-Up Share Capital:

During the financial year under review, the Company allotted 59,06,400 Equity Shares of face value Rs10/- each at an issue price of Rs100/- per Equity Share (including a premium of Rs90/- per Equity Share) pursuant to its Initial Public Offering (IPO), in accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Consequent to the said allotment, the Issued, Subscribed and Paid- Up share capital of your Company as on March 31, 2026, is Rs. 22,28,71,380/- (Rupees Twenty- two Crores twenty- eight lakhs seventy- one thousand three hundred eighty Only) divided into 2,22,87,138 (Two Crores twenty- two lakhs eighty- seven thousand one hundred thirty- eight) of Face value of Rs. 10 (Ten rupees) each.

During the year, the Company has not issued any equity shares with differential rights, stock options, sweat equity shares pursuant to Companies Act, 2013 therefore, no disclosure is required to be given.

20. AUDITORS AND THEIR REPORT

i. STATUTORY AUDITORS, THEIR REPORT

M/s KRA & Co., Chartered Accountants, Delhi, (Firm Registration Number 020266N) appointed as the Statutory Auditors of the Company for the period of Five (5) years who shall hold office till the conclusion of the 14th Annual General Meeting of the Company, on such remuneration as may be mutually agreed between the Board of Directors of the Company.

The Auditors Report on Financial Statements is a part of this Annual Report. All observations made in the Auditors Report and notes forming part of the Financial Statements are self- explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors Report.

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act 2013.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Harish Kumar & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Financial Year 2025- 26 following the resignation of Ms. Surbhi Bansal, Practicing Company Secretary (Membership No. 36448), to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR- 3. The Secretarial Audit Report for the Financial Year 2025- 26 is annexed herewith as Annexure III.

There are some following qualifications made by Secretarial Auditor in their report, on which management comments are as under:

S.NO AUDITORS QUALIFICATION	BOARD COMMENT
1. The Company has made certain advances to its Directors and related parties, which, as represented by the management, are in the nature of business advances and not loans. The Company has obtained a legal opinion supporting such classification.	The Board has taken note of the observation made by the Statutory Auditors. The Company has taken independent legal opinion to examine the applicability and interpretation of the provisions of Section 185 of the Companies Act, 2013 in respect of the said transactions. The Board shall take appropriate corrective and compliance measures, if required, based on the legal opinion received.
2. The requisite charge creation form in respect of debenture proceeds raised during the year has not been filed.	The Company has enhanced its compliance processes to ensure timely statutory filings in future.
3. The Monitoring Agency Report for the quarter ended December has not been filed with the Stock Exchange as required under the SEBI (ICDR) Regulations, 2018.

4. As per the Monitoring Agency Report, the utilisation of IPO proceeds is not aligned with the objects stated in the Offer Document.

S.NO AUDITORS QUALIFICATION	BOARD COMMENT
4. As per the Monitoring Agency Report, the utilisation of IPO proceeds is not aligned with the objects stated in the Offer Document.	The Board has noted the observation contained in the Monitoring Agency Report. The Company has taken an independent legal opinion to evaluate the observations in the context of the applicable provisions of the SEBI (ICDR) Regulations and the Offer Document. The Board will take such actions as may be considered appropriate upon receipt of the legal opinion and in accordance with applicable.

iii. COST AUDITOR

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the rules made there under, the maintenance of cost records and provisions of cost audit are not applicable to your Company.

iv. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors, at its meeting held on 13 November 2025, appointed M/s. A H S G & Co. LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2025- 26 for conducting the internal audit of the Company.

21.COMPLIANCE OF SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

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

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

23. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The leadership framework of any Company is built upon its Board of Directors and Key Managerial Personnel (KMP). Together they guide the organization toward achieving its strategic goals while maintaining regulatory compliance and ethical standards.

a) Composition of Board:

The Board of Directors of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

During the financial year under review, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

The Board of Directors of your Company comprises of the following Directors, as on March 31st, 2026:

S. NO. NAME OF THE DIRECTOR	DESIGNATION
1. Mr. Deepanshu Manchanda	Chairman & Managing Director
2. Ms. Priya Aggarwal	Director
3. Mr. Achal Kapoor	Independent Director
4. Ms. Suman Choudhary	Independent Director
5. Mr. Mohammad Arif Khan	Director

b) Director retiring by rotation:

Pursuant to section 149(13) of the Act and Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act, Mr. Mohammad Arif Khan (DIN: 06590634), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for reappointment.

Based on the recommendation of Nomination & Remuneration Committee the Board has recommended for the approval of the Members, re- appointment of Mr. Mohammad Arif Khan at the ensuing AGM. A brief profile of Mr. Mohammad Arif Khan and other requisite information are provided as part of the Notice of AGM.

c) Key Managerial Personnel (KMP):

During the financial year under review, there has been no change in the composition of the Key Managerial Personnel (KMP) of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are as follows:-

S. NO. Name of the Key Managerial Personnel	DESIGNATION
1. Mr. Deepanshu Manchanda	Chairman & Managing Director
2. Mr. Saurabh Gandhi	Chief Financial Officer
3. Ms. Prabhleen Kaur Gujral	Company Secretary & Compliance Officer

d) Disclosures by Directors:

The Board of Directors have submitted their notice of interest in Form MBP under Section 184(l) as well as Declaration by Directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013 and other relevant declarations as to compliance with the Companies Act, 2013.

e) Independence & Other Matters Pertaining to Independent Directors

The Independent Directors are Non- Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

Following are the Non- Executive Independent Directors as on financial year ended March 31, 2026:-

i. Mr. Achal Kapoor

ii. Ms. Suman Choudhary

In pursuance of Secretarial Standards and Schedule IV of the Companies Act, 2013; the Independent Directors of the Company have conducted a meeting dated April 25, 2025, without presence of Non- Independent Directors where they reviewed the performance of all Non- Independent Directors of the Company and the board as a whole, reviewed the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

f) Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide the business policy and strategies of the Company. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

During the period under review, 20 (Twenty) Meetings of the Board of Directors were held on 25.04.2025, 01.05.2025, 03.06.2025, 10.07.2025, 22.07.2025, 28.07.2025, 18.08.2025, 08.09.2025, 11.09.2025, 12.09.2025, 23.09.2025, 25.09.2025, 01.10.2025, 07.10.2025, 13.11.2025, 24.11.2025, 31.12.2025, 21.01.2026, 24.02.2026 and 17.03.2026

Details of attendance of each Directors at the Board Meetings are given below:-

S.NO Meetings of Board of Directors and their Attendance	Name of the Directors
	Mr. Deepanshu Manchanda	Ms. Priya Aggarwal	Mr. Mohammad Arif Khan	Mr. Achal Kapoor	Ms. Suman Choudhary
1. 25.04.2025	\u2713	\u2713	\u2713	\u2713	\u2713
2. 01.05.2025	\u2713	\u2713	\u2713	\u2713	\u2713
3. 03.06.2025	\u2713	\u2713	\u2713	\u2713	\u2713
4. 10.07.2025	\u2713	\u2713	\u2713	\u2713	\u2713
5. 22.07.2025	\u2713	\u2713	\u2713	\u2713	\u2713
6. 28.07.2025	\u2713	\u2713	\u2713	\u2713	\u2713
7. 18.08.2025	\u2713	\u2713	\u2713	\u2713	\u2713
8. 08.09.2025	\u2713	\u2713	\u2713	\u2713	\u2713
9. 11.09.2025	\u2713	\u2713	\u2713	\u2713	\u2713
10. 12.09.2025	\u2713	\u2713	\u2713	\u2713	\u2713
11. 23.09.2025	\u2713	\u2713	\u2713	\u2713	\u2713
12. 25.09.2025	\u2713	\u2713	\u2713	\u2713	\u2713
13. 01.10.2025	\u2713	\u2713	\u2713	\u2713	\u2713
14. 07.10.2025	\u2713	\u2713	\u2713	\u2713	\u2713
15. 13.11.2025	\u2713	\u2713	Absent	\u2713	\u2713
16. 24.11.2025	\u2713	Absent	Absent	\u2713	\u2713
17. 31.12.2025	\u2713	Absent	Absent	\u2713	\u2713
18. 21.01.2026	\u2713	Absent	Absent	\u2713	\u2713
19. 24.02.2026	\u2713	Absent	Absent	\u2713	\u2713
20. 17.03.2026	\u2713	Absent	Absent	\u2713	\u2713

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.

24. ANNUAL EVALUATION OF THE BOARD

Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A separate meeting of Independent Directors was held without the presence of any Non- Independent Directors to discuss, inter- alia, the performances of Non- Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non- Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

25. DISCLOSURE OF COMPOSITION OF COMMITTEES

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted various Committees to ensure focused attention on specific areas and to enable better governance. These Committees function in accordance with their respective terms of reference as approved by the Board.

The composition of each of these Committees is following the requirements prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Committees meet at regular intervals and report to the Board on matters entrusted to them, thereby supporting effective decision- making and ensuring compliance with statutory and regulatory requirements.

The Board of directors have constituted the following committees in respect of their roles and responsibilities:-

A. Audit Committee

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, to function in accordance with terms of reference specified by Board in writing in pursuance of subsection (4) of section 177 of the Act.

The composition of the Audit Committee and the details of meetings attended by its members are given below;

Composition of Audit Committee is as follows:-

S.NO NAME OF MEMBER	CATEGORY
1. Mr. Achal Kapoor	Chairman Independent & Non-Executive Director
2. Ms. Suman Choudhary	Member Independent & Non-Executive Director
3. Mr. Deepanshu Manchanda	Member Executive & Managing Director

During the year under review, there were 07 (Seven) meetings of the Audit Committee which were held on 06.06.2025, 07.09.2025, 13.11.2025, 24.11.2025, 31.12.2025, 21.01.2026 and 13.02.2026

S.NO Meetings of Committee and their Attendance	MEMBERS
	Mr. Achal Kapoor	Ms. Suman Choudhary	Mr. Deepanshu Manchanda
1. 06.06.2025	\u2713	\u2713	\u2713
2. 07.09.2025	\u2713	\u2713	\u2713
3. 13.11.2025	\u2713	\u2713	\u2713
4. 24.11.2025	\u2713	\u2713	\u2713
5. 31.12.2025	\u2713	\u2713	\u2713
6. 21.01.2026	\u2713	\u2713	\u2713
7. 13.02.2026	\u2713	\u2713	\u2713

The Company Secretary acted as the Secretary to the Committee.

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, to function in accordance with terms of reference specified by Board in writing in pursuance of subsection (4) of section 177 of the Act.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non- acceptance of any recommendation of the Audit Committee by the Board.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

Composition of Nomination and Remuneration Committee is as follows:-

S.NO NAME OF MEMBER	CATEGORY
1. Mr. Achal Kapoor	Chairman Independent & Non-Executive Director
2. Ms. Suman Choudhary	Member Independent & Non-Executive Director
3. Ms. Priya Aggarwal	Member Non-Executive & Non-Independent Director

During the year under review, there was 01 (One) meetings of the Nomination and Remuneration Committee which was held on 13.11.2025.

	MEMBERS
S.NO Meetings of Committee and their Attendance	Ms. Suman Choudhary	Mr. Achal Kapoor	Ms. Priya Aggarwal
1. 13.11.2025	\u2713	\u2713	\u2713

The Company Secretary acted as the Secretary to the Committee.

The Companys Policy on Directors Appointment and Remuneration outlines the criteria for directors qualifications, competencies, independence, and remuneration of Directors, KMPs, senior management, and employees. The policy is available on the Companys website at: .

The function of the Nomination and Remuneration Committee (NRc) is to oversee the Companys nomination process for the Board and senior management and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non- Executive Directors and determine the role and capabilities required for

Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy. The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013, has been published on the Company website at .

C. Stakeholders Grievances Committee

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee is as follows:-

S.NO NAME OF MEMBER	CATEGORY
1. Mr. Achal Kapoor	Chairman Independent & Non-Executive Director
2. Mr. Deepanshu Manchanda	Member Managing Director
3. Ms. Priya Aggarwal	Member Non-Executive & Non-Independent Director

During the year under review, there was 1 (One) meeting of the Stakeholders Relationship Committee which was held on 20.01.2026,

S.NO Meetings of Committee and their Attendance	MEMBERS
	Mr. Achal Kapoor	Mr. Deepanshu Manchanda	Ms. Priya Aggarwal
1. 20.01.2026	\u2713	\u2713	\u2713

The Company Secretary act as a Secretary of the Committee.

The Stakeholders Relationship Committee considers and resolves the grievances of the stakeholders including complaints relating to non- receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders and other stakeholders of the Company, from time to time.

26.CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards of corporate governance, rooted in the principles of transparency, accountability, integrity, and fairness. However, your Company, being listed on BSE SME segment, the provisions as regards to Corporate Governance and related disclosures in the Annual Report are not applicable to it, as provided under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

A Certificate of the Managing Director (MD) and Chief Financial Officer (CFO) of the Company in terms of Regulation 33 of the Listing Regulations is also annexed as Annexure VIII.

Your Company has obtained a certificate from a practicing company secretary that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or are continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The same has been attached as Annexure IX.

27. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As your Company being listed on SME Platform of BSE Limited is covered under the exempted category as provided under the provision of Rule 4(l) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. 111(E) on February 16th, 2015 and therefore is not required to comply with IND- AS for preparation of financial statements beginning with period on or after April 15, 2017.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided if any, as part of the Financial statements.

29. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re- enactment(s) thereof, as applicable for the time being in force or any other applicable provisions, if any, the Company has entered into transactions with related parties on arm length basis during the period under review. Detail of such transactions is mentioned in form AOC- 2 which is enclosed as ANNEXURE- IV. Summarized particulars of contracts or arrangements entered into by the Company with related parties are disclosed in Notes to Financial Statements for the year.

All related party transactions were placed before the Audit committee and thus been reviewed and approved by the Board of Directors. The policy on Related Party Transactions, as approved by the Board of Directors has been uploaded on the website of the Company

30. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility (CSR) are applicable to the Company. The Company remains committed to contributing towards social welfare and sustainable development through initiatives in areas such as education, healthcare, environmental sustainability, and other activities prescribed under Schedule VII of the Act. During the year under review, the Company incurred CSR expenditure in compliance with the applicable provisions of the Companies Act, 2013.

A brief outline of the Corporate Social Responsibility Policy of the Company and the related details for the period 2025- 26 are set out in Annexure V of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

31. HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

During the financial year under review, the Company incorporated a wholly owned subsidiary in the UAE, namely DM Fresh Foods LLC FZ-LLC. Accordingly, as on March 31, 2026, the Company had one subsidiary and did not have any joint venture or associate Company.

32. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the Company to enable them to familiarize with Companys procedures and practices.

The Company endeavors to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having significant impact on the operations of Company.

33. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The copy of Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded on the website of the Company .

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management. The Declaration is appended to this Report as Annexure VI.

34. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at .

35. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VII.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members at the registered office of the Company. Any member interested in obtaining a copy of the same may write to the Company at compliance @ . None of the employees listed in the said Annexure are related to any Director of the Company.

36. ANNUAL RETURN

The Annual Return of the Company as required under Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Website of the Company.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

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

The information pertaining to conservation of energy, technology absorption, foreign exchange and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows: -

a) ENERGY CONSERVATION

Steps taken for conservation of energy	Your Company is taking due care when using electricity in the office and its units.
Steps taken for utilizing alternate sources of energy	The Company continues to take appropriate steps to ensure the optimum utilization of energy across its operations.
Capital investment on energy conservation equipments	No capital investment was made in energy conservation equipment during the financial year.

b) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

Efforts made for technology absorption	The Company develops its products using in-house expertise and does not rely on external technology. This ensures greater operational control, continuous innovation, and alignment with evolving customer requirements.
Benefits derived
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgoes during the year are given below:

Particulars	2025-26 (Rs. in Lakhs)
Foreign Exchange Earnings	Nil
Foreign Exchange outgo	0.26

39. CODE FOR PREVENTION OF INSIDER TRADING

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further a Code of Fair Disclosure and Prevention of Insider Trading Code under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 have been adopted and displayed on the website of the Company .

These Codes lay down guidelines vide which it advises the designated employees and connected people on procedures to be followed and disclosures to be made, while dealing with the shares of the Company and caution them of the consequences of violations.

40. MATERNITY BENEFIT COMPLIANCE

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder. The Company ensures that all eligible women employees are granted maternity benefits including paid leave, protection against dismissal during maternity, and a safe working environment as prescribed under the Act.

We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the Company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.

41. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the continued support, guidance, and cooperation received from the Central and State Government authorities, regulatory bodies, and other statutory agencies. The Board also acknowledges with gratitude the support and trust extended by the Companys stakeholders—shareholders, customers, dealers, suppliers, vendors, bankers, business associates, and partners, whose confidence has been integral to the Companys performance and growth during the financial year under review. The Directors further express their deep appreciation for the dedication, commitment, and hard work of all employees across the organization. Their efforts have been crucial in navigating challenges and driving the Companys progress. The Board remains confident of the continued goodwill, support, and partnership of all stakeholders in the years to come.

	FOR AND ON BEHALF OF DSM FRESH FOODS LIMITED
	(Formerly known as DSM Fresh Foods Private Limited)
	DEEPANSHU MANCHANDA
DATED:03-09-2026	Chairman And Managing Director
PLACE: NEW DELHI	DIN: 07108044