DSM Fresh Foods Limited has announced a postal ballot notice dated December 31, 2025, seeking member approval for significant corporate restructuring through remote e-voting. The company has proposed two special resolutions that could reshape its business strategy and operational scope.

IPO Proceeds Reallocation Strategy

The primary resolution involves a substantial reallocation of the company's Initial Public Offering proceeds. DSM Fresh Foods raised ₹5,285.53 crores through its IPO in Financial Year 2024-25, and now seeks to redirect ₹1,000 crores toward strategic acquisitions and corporate initiatives.

The reallocation requires approval from more than 90% of shareholding voting through remote e-voting. The company has utilised ₹2,774.10 crores (52.48%) of the total IPO proceeds as of December 30, 2025.

Business Expansion Through Object Clause Amendment

The second resolution proposes adding six new sub-clauses to the company's main business objects, expanding its operational scope significantly:

• Food Manufacturing & Processing: Comprehensive operations including ready-to-eat foods, ready-to-cook foods, stuffed breads, parathas, curries, gravies, sauces, and snacks
• Infrastructure Development: Establishment of factories, R&D laboratories, cold storage units, and distribution centers
• Research & Innovation: Food-processing technologies, preservation techniques, and intellectual property management
• Agricultural Trading: Wholesale and retail trading in agricultural produce, fertilizers, and biochemicals
• Diversified Business Activities: Including potential motor vehicle dealership operations
• Ancillary Operations: Supporting activities for main business objectives

E-Voting Process and Timeline

The company has partnered with Central Depository Services (India) Limited (CDSL) to facilitate the remote e-voting process. Key dates and procedures include:

Eligible members whose names appear in the Register of Members as of the cut-off date and have registered email addresses will receive the postal ballot notice electronically. The company has appointed Rawal & Co. as the scrutinizer to ensure fair and transparent voting.

Strategic Rationale and Financial Impact

Management expects the proposed reallocation to be earnings-accretive, particularly through the acquisition of established Ready-to-Eat and Ready-to-Cook businesses. The company anticipates:

• Enhanced Revenue Diversification: Entry into higher-margin RTE/RTC segments
• Improved Capital Efficiency: Earlier deployment into revenue-generating assets
• Strengthened Cash Flows: Reduced gestation risk through acquisition of operating businesses
• Greater Financial Flexibility: Enhanced liquidity management through general corporate purposes allocation

The proposed fund utilization timeline spans Fiscal Years 2026 and 2027, with 50% deployment planned in each year. The company believes this strategic shift will enhance shareholder value while maintaining financial stability.

Regulatory Compliance and Risk Factors

The postal ballot complies with Section 110 of the Companies Act, 2013, and SEBI regulations. However, the company has identified several risk factors, including acquisition completion uncertainties, regulatory approval dependencies, and market condition variables that could impact the proposed utilization.

Results will be published on the company's website at www.zappfresh.com and communicated to BSE Limited, where the company's equity shares are listed under scrip code 544568.

DSM Fresh Foods , operating under the Zappfresh brand, has announced the acquisition of a 51% controlling stake in Avyom Foodtech to enter the ready food solutions segment and expand into overseas export markets.

Deal Structure and Investment

The board of DSM Fresh Foods has approved the strategic acquisition through a cash infusion of ₹7.50 crore. The deal structure includes the possibility of inducting external strategic investors through fresh share issuance in Avyom Foodtech, subject to board approval.

Target Company Profile

Avyom Foodtech, formerly IEY Education and incorporated in 2022, specializes in manufacturing, processing, and exporting ready-to-eat and ready-to-cook food products. The company's product portfolio includes frozen foods, snacks, gravies, and sauces.

Asset Acquisition and Infrastructure

The acquisition encompasses significant operational assets including approximately five acres of land, a fully operational food processing facility, and associated plant and machinery. DSM Fresh Foods will assume associated liabilities such as bank borrowings and trade payables as part of the transaction.

Strategic Vision and Market Expansion

Commenting on the development, Deepanshu Manchanda, Managing Director of DSM Fresh Foods, emphasized the strategic value of acquiring a running processed foods business with established capabilities, regulatory approvals, and export readiness. This approach significantly shortens execution timelines while maintaining capital discipline.

The acquisition allows DSM Fresh Foods to diversify its product portfolio beyond its current offerings and establish a strong presence in the rapidly growing convenience food sector, while simultaneously opening doors to international export opportunities.

Market Performance

Shares of DSM Fresh Foods settled at ₹140.50 on BSE, declining 2.53% from the previous close following the acquisition announcement.