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 Limited has announced the appointment of M/s Go India Advisors LLP as its Investor Relations Advisory Agency, effective January 02, 2026. The company communicated this development to BSE Limited through an official intimation, highlighting its commitment to strengthening investor relations and stakeholder communication.

Appointment Details

The newly appointed advisory agency is headquartered at Table Spaces, 7th Floor, Godrej BKC, Plot No. C-68, Avenue 3, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. The appointment represents a strategic move by the company to enhance its corporate communication framework.

Strategic Objectives

The appointment has been made specifically to strengthen DSM Fresh Foods Limited's investor engagement and communication with shareholders and other stakeholders. This initiative demonstrates the company's focus on maintaining transparent and effective communication channels with its investor community.

Company Information

DSM Fresh Foods Limited, formerly known as DSM Fresh Foods Private Limited, trades on BSE under the scrip code 544568 with the scrip ID ZAPPFRESH. The appointment notification was signed by Deepanshu Manchanda, Managing Director (DIN: 07108044), and digitally submitted to the stock exchange on January 02, 2026.

Market Communication

The company has formally requested BSE Limited to take this information on record, ensuring proper disclosure to market participants. This appointment aligns with regulatory requirements for maintaining effective investor relations and transparent corporate communication practices.