Devika Proteins Ltd

MOA and AOA adoption

• Shareholders approved new MOA aligned with Table-A Schedule I, Companies Act 2013.
• Shareholders approved new AOA aligned with Table-F Schedule I, replacing existing AOA.
• New MOA object clause aligns with Table-A Schedule I, replacing the existing main and ancillary objects.
• New AOA includes governance provisions on share capital, general meetings, voting rights, and board proceedings.
• Existing AOA replaced in its entirety, restructured to align with the Act, Secretarial Standards, and applicable laws.
• AGM conducted via video conferencing on 28 September 2026.

AGM Details

• Date of AGM: 28 September 2026.
• Mode: Remote e-voting and e-voting at AGM with video conferencing attendance.
• Record date: 21-09-2026.
• Total shareholders on record: 989.
• Attendance via video conferencing: 5 (2 promoters, 3 public).
• Resolutions passed: 13.
• Scrutinizer's report attached as Annexure 2.
• Consolidated voting outcome available in Annexure 1.

Resolutions & Voting

• All 13 resolutions approved with requisite majority.
• Resolutions declared as Ordinary Resolutions.

Promoter loan and related-party financing

• Loan agreement with promoter and MD for unsecured loan up to Rs 100 crore.
• Loan is convertible into equity at a future date, subject to shareholder approval.
• Board approved the loan on 1 September 2026; AGM approved on 28 September 2026.
• Not arm's length; transaction classified as related party due to promoter's 5% stake.
• Promoter holds 5% equity in the company.
• Disbursement to be in one or more tranches as required.
• Promoter's shareholding in the company: 25,000 shares aggregating Rs 2.5 lakh.

AGM Details

• Held via VC/OAVM in late September 2026 at 11:00 IST.

Key Resolutions

• Adopt financial statements with Directors’ and Auditors’ reports.
• Re-appoint a director retiring by rotation.
• Secretarial Auditor appointed for five financial years.
• Independent Director appointed (Non-Executive) — first slot.
• Independent Director appointed (Non-Executive) — second slot.
• Independent Director appointed (Non-Executive) — third slot.
• Change in object clause and MOA amendment.
• Adopt new MOA replacing the existing MOA.
• Adopt new AoA replacing the existing AoA.
• Enhance borrowing limits under section 180.
• Enhance lending limits under section 186.
• Borrowing of unsecured loan from Director with convertible option.
• Appoint Director (Non-Executive).

Voting Results

• Voting results to be declared within two working days and posted on websites.
• Individual resolution outcomes are not disclosed in this filing.

Dividend

• No dividend proposed or declared.

Director Changes

• Independent Directors appointed (three new appointments).
• Director retiring by rotation to be re-appointed.
• New Director appointed (Non-Executive).

Auditors

• Secretarial Auditor appointed for five-year term.

Material Related Party Transactions

• Proposed unsecured loan from Director with convertible option.

Other Material Approvals

• Change in object clause; new MOA; new AoA; enhanced borrowing and lending limits.

Overview & Revival

• Emerged from CIRP after NCLT-approved Resolution Plan in Nov 2025.
• New board and management appointed on 3 December 2025.
• BSE listing approved on 16 June 2026; trading approval pending.
• AGM via VC/OAVM scheduled for 28 September 2026.
• Dividend not declared due to year’s losses.
• Revenue from operations nil during the year.

Financial Highlights

• Total revenue stood at ₹2.97 lakhs; operations ₹0.
• Net loss after tax ₹84.65 lakhs; EPS ₹-16.93.
• EBITDA reported at ₹-84.65 lakhs due to transition costs.
• Current ratio 14.18x; improved liquidity post-revival.
• Debt to equity ratio at -1.27x due to restructuring.
• Net debt ₹330.81 lakhs; cash ₹3.29 lakhs at year-end.
• Cash outflow from operations ₹470.10 lakhs.

Capital Structure & Shareholding

• Authorised capital ₹11 crore; post-restructure paid-up capital ₹50 lakh.
• Public shareholding reconstituted to 15% post-restructuring.
• Equity shares allocated to promoters, creditors, and public under the Resolution Plan.
• New promoter group and secured creditor received equity; public holding adjusted.

Operations & Strategic Outlook

• CIRP period: April 2025 to 18 November 2025; revival post-November 2025.
• Post-revival focus on stabilising operations and governance.
• Long-term opportunities in edible oils and allied goods; expansion potential.

Governance & Board Changes

• Board reconstituted on 3 December 2025; six directors.
• Independent Directors appointed: Shubhangi Janifer, Poorva Jain, Chitra Naraniwal.
• Three board committees established: Audit, Nomination & Remuneration, Stakeholders’ Relationship.
• Secretarial Auditor: Dharti Patel & Associates; Internal Auditor: PSG & Associates.

Audit, Compliance & Governance Flags

• Standalone audit: NS Nanavati & Co; report unmodified.
• Internal controls: disclaimer due to CIRP transition; ongoing strengthening.
• Secretarial non-compliances flagged during CIRP; corrections filed by new management.
• Regulatory disclosures and governance disclosures are being updated.

Risks & Outlook

• Outlook: domestic edible oil demand supports revival; monitor price FX risks.
• Tax demands ₹272.13 lakhs extinguished per plan; some portal entries remain.
• SRAP funding provides liquidity; no interest obligations; ongoing governance refinements.

Dharti Proteins Ltd – Trading Window Closed from 01 October 2026 until 48 hours after the declaration of Unaudited Financial Results for the Quarter and Half Year ending 30 September 2026

AGM notice update

• Addendum to the notice of the 32nd AGM published; AGM on 28 September 2026 via VC/OAVM.
• Newspaper publications: Free Press Gujarat (English) and Lokmitra (Gujarati) on 10 September 2026.
• Authored by Twinkle Bipinchandra Gajjar, Company Secretary & Compliance Officer.

AGM Details

• 32nd AGM on 28 September 2026 at 11:00 a.m. IST via VC/OAVM.
• Addendum adds item for appointment of Karnik Shasankan Pillai as Non-Executive Director.
• Remote e-voting window: 25–27 September 2026.

Key Resolutions

• Resolution No. 13: Appointment of Karnik Shasankan Pillai as Non-Executive Director.
• Type: Ordinary Resolution; subject: appointment, retirement by rotation.
• Background: Pillai appointed Additional Director on 03 Dec 2025.
• Voting: to be conducted via e-voting and AGM.

Director Details

• Director: Karnik Shasankan Pillai; DIN 08529650; Non-Executive Director.
• Effective date: 03 December 2025; tenure: to retire by rotation.
• Remuneration last drawn: NIL; shareholding: NIL.
• Board attendance: 4 meetings attended during the year.
• Other directorships: AUDROC Limited; committees: Audit and Stakeholders' Relationship.

Explanatory Context

• IMC recommended appointment; addendum forms part of the Notice.
• Explanatory Statement provides details related to item No. 13.