DSM Fresh Foods Limited has announced the resignation of its Secretarial Auditor Ms. Surbhi Bansal, effective March 03, 2026. The company informed BSE Limited about this corporate governance change in compliance with Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Resignation Details

Ms. Surbhi Bansal, a Practicing Company Secretary with Membership No. 36448, submitted her resignation letter on March 03, 2026. The resignation affects her role as Secretarial Auditor for the Financial Year 2025-26.

Regulatory Compliance

The company has fulfilled its disclosure obligations under SEBI regulations by providing comprehensive details about the resignation. The announcement was made pursuant to Regulation 30 of the Securities Exchange Board of India Listing Regulations, along with compliance to SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI Circular no. SEBI/HO/CFD/CFDPoD1/P/CIR/2023/123 dated July 13, 2023.

Transition Arrangements

In her resignation letter, Ms. Bansal expressed no objection to the appointment of any other Secretarial Auditor as her replacement. She conveyed sincere gratitude to the Board of Directors and management for their cooperation and support during her tenure. The company confirmed that Ms. Bansal is no longer associated as Secretarial Auditor following her resignation.

Company Information

DSM Fresh Foods Limited, formerly known as DSM Fresh Foods Private Limited, operates from its registered office at 115-116, 1st Floor, Vishal Tower, District Centre, Janakpuri, New Delhi-110058. The announcement was signed by Managing Director Deepanshu Manchanda (DIN: 07108044) and communicated to BSE under the company's scrip code 544568 and scrip ID ZAPPFRESH.

DSM Fresh Foods Limited has announced the withdrawal of shareholders' approval for variation in the utilization of Initial Public Offering (IPO) proceeds, following a board meeting held on 24th February, 2026. The decision reflects the company's commitment to transparent governance and addresses concerns raised by dissenting shareholders.

Original Shareholders' Approval Details

The shareholders had previously approved a variation in IPO proceeds utilization through a Special Resolution passed on 06th February, 2026. The voting pattern and financial details of the approved variation are outlined below:

The approved reallocation was intended for "Funding expenditure for inorganic growth through acquisitions and other strategic initiatives" and "General Corporate Purpose" to align with the company's growth strategy and business requirements.

Regulatory Compliance and Shareholder Engagement

Under Schedule XX of SEBI(ICDR) Regulations, 2018, dissenting shareholders representing more than 10% of voting shareholders were entitled to an exit opportunity. The company formally reached out to these shareholders to explain the exit mechanism, including applicable processes, timelines, and regulatory framework.

Notably, four out of five dissenting shareholders confirmed in writing that they would not exercise the exit option, expressing continued confidence in the management and growth strategy. Despite this support, the board decided to prioritize transparent governance practices.

Board Decision and Rationale

After detailed deliberations and consideration of representations from dissenting shareholders, the board approved the withdrawal of the shareholders' approval for IPO proceeds variation. The decision demonstrates the company's commitment to adopting prudent and transparent governance approaches in the best interests of all stakeholders.

Impact and Future Compliance

With the withdrawal of the proposed variation, DSM Fresh Foods Limited will continue utilizing IPO proceeds strictly according to the original objects disclosed in the Prospectus dated 07th October, 2025. This ensures full compliance with:

• Companies Act, 2013 provisions
• SEBI LODR Regulations
• Other applicable laws and regulations

The withdrawal eliminates the requirement for providing exit opportunities to shareholders under Section 27 of the Companies Act, 2013, as the provisions relating to such exit opportunities are no longer applicable. This decision reinforces the company's commitment to maintaining investor confidence while adhering to regulatory requirements and governance best practices.