Meeting Details

The 11th AGM of DSM Fresh Foods Limited will be held on Tuesday, September 29, 2026, at 03:00 P.M. (IST) through Video Conference (VC) / Other Audio Visual Means (OAVM). The deemed venue is the company's Registered Office at 115-116, First Floor, Vishal Tower, District Centre, Janakpuri, New Delhi, Delhi, 110058.

The Ministry of Corporate Affairs (MCA) permitted the holding of AGMs through VC/OAVM until further orders via General Circular No. 03/2026 dated September 22, 2026.

Agenda Items and Resolutions

Ordinary Business

Item No. 1: To Consider and Adopt Audited Financial Statements (Standalone and Consolidated) for the year ended March 31, 2026

  • An Ordinary Resolution is proposed to adopt the Audited Standalone Financial Statements and the reports of the Board of Directors and Auditors.
  • A separate Ordinary Resolution is proposed to adopt the Audited Consolidated Financial Statements and the report of Auditors.

Item No. 2: To Appoint Mr. Mohammad Arif Khan (DIN: 06590634), who retires by rotation, as a Director

  • An Ordinary Resolution is proposed for his re-appointment.
  • Director Details: Mr. Khan (DIN: 06590634) was first appointed on February 27, 2023. He holds a B.E. in Chemical Engineering and an MBA in Finance. He holds 383,328 shares in the company and serves as a Non-Executive, Non-Independent Director. He holds directorships in ten other companies, including AVP Digital Media Private Limited and Zappian Fintech Private Limited.
Special Business

Item No. 3: Shifting of Registered Office of the Company from the NCT of Delhi to the State of Haryana

  • A Special Resolution is proposed to approve the shift, requiring subsequent approval from the Central Government (powers delegated to the Regional Director).
  • The rationale provided is to enhance administrative efficiency, optimize resources, and reduce operational costs, citing Haryana's business-friendly environment.
  • The Board is authorized to finalize the exact location within Haryana.
  • Clause II of the Memorandum of Association (MoA) will be amended to reflect the new state.

Item No. 4: Reclassification of Authorised Share Capital of the Company and consequent amendment in the Capital Clause in the Memorandum of Association

  • An Ordinary Resolution is proposed to reclassify the existing capital structure.
  • Current Authorized Capital: ₹25,00,00,000 divided into:
  • 2,39,89,000 equity shares of ₹10 each (aggregating ₹23,98,90,000)
  • 1,00,000 Compulsorily Convertible Preference Shares (CCPS) of ₹100 each (0.01%, aggregating ₹1,00,00,000)
  • 1,100 CCPS of ₹100 each (0.001%, aggregating ₹1,10,000)
  • Proposed Authorized Capital: A simplified structure of 2,50,00,000 equity shares of ₹10 each (aggregating ₹25,00,00,000).
  • Clause V of the MoA will be amended accordingly.

Item No. 5: Approval of Related Party Transaction for revision in remuneration of Ms. Priya Aggarwal in Avyom Foodtech Private Limited (Subsidiary Company)

  • An Ordinary Resolution is proposed, as required under Section 188 of the Companies Act, 2013 and SEBI LODR Regulation 23.
  • Transaction Details:
  • Related Party: Ms. Priya Aggarwal (Director & Promoter of DSM Fresh Foods)
  • Entity: Avyom Foodtech Private Limited (Subsidiary)
  • Nature: Increase in remuneration for holding an office/place of profit.
  • Revised Remuneration: Up to ₹40,00,000 per annum (from September 2026).
  • Includes basic salary, perquisites, allowances, and bonus.
  • The Audit Committee and Board have approved the transaction, confirming it is on an arm's length basis.
  • Interested parties (Ms. Aggarwal and Mr. Deepanshu Manchanda) will abstain from voting.

Item No. 6: To approve the 'DSM Fresh Foods Limited Employees Stock Option Scheme- 2026'

  • A Special Resolution is proposed under Section 62(1)(b) of the Companies Act, 2013 and SEBI (SBEB&SE) Regulations, 2021.
  • Scheme Details:
  • Maximum number of options: 12,00,000, convertible into an equivalent number of equity shares of ₹10 face value.
  • Eligibility: Employees (including directors, excluding promoters, promoter group, independent directors, and those holding >10% shares) of the company and its subsidiaries.
  • Vesting Period: Minimum 1 year, maximum 4 years.
  • Exercise Price: Market price (closing price on the recognized stock exchange prior to the grant date).
  • The scheme will be implemented directly by the company, not through a trust, and involves the issuance of new shares.
  • The company will use the fair value method for accounting.

Item No. 7: To consider and approve to extend 'DSM Fresh Foods Limited Employees Stock Option Scheme-2026' to the employees of its Group Company/Holding/Subsidiary/Associate company(ies)

  • A Special Resolution is proposed to extend the ESOP 2026 scheme to employees of group/holding/subsidiary/associate companies.

Shareholder Information and Procedures

  • E-Voting: The company has appointed Central Depository Services (India) Limited (CDSL) as the e-voting agency. The remote e-voting period begins on Saturday, September 26, 2026, at 09:00 A.M. (IST) and ends on Monday, September 28, 2026, at 05:00 P.M. (IST).
  • Cut-off Date: The record date for determining members entitled to vote is Tuesday, September 22, 2026.
  • Scrutinizer: M/s Kanika & Associates, Company Secretaries, have been appointed to scrutinize the e-voting process.
  • RTA: The Registrar and Share Transfer Agent is Maashitla Securities Private Limited, New Delhi.
  • Share Transfer Book Closure: The Register of Members and Share Transfer Books will be closed from September 23, 2026, to September 29, 2026 (both days inclusive).
  • Communication: The notice and annual report are being sent electronically. Members can request physical copies by emailing compliance@zappfresh.com.

Financial Impact

  • The reclassification of share capital (Item 4) has no immediate cash flow impact but alters the structure for future issuance.
  • The related party transaction (Item 5) involves an annual cash outflow of up to ₹40,00,000 to the subsidiary, Avyom Foodtech Pvt. Ltd.
  • The ESOP scheme (Items 6 & 7) could lead to potential dilution of up to 1.2 million shares upon exercise, impacting earnings per share in the future. The accounting cost will be determined using the fair value method.
  • The shifting of the registered office (Item 3) may involve one-time administrative costs, but the disclosure states the move is intended to reduce long-term operational costs.