Dharti Proteins Limited: Substantial Acquisition of 85% Stake Through NCLT Resolution Plan

Dharti Proteins Limited (formerly Devika Proteins Limited) has announced a substantial acquisition of shares through a disclosure filed under SEBI regulations. The acquisition involves Patel Jatinbhai Ramanbhai and persons acting in concert (PACs) acquiring a controlling stake in the company through an NCLT-approved resolution plan. Acquisition Details The substantial acquisition involves the purchase of 4,25,000 equity shares, representing 85% of Dharti Proteins Limited. The acquisition was executed pursuant to a resolution plan approved under Section 31 of the Insolvency & Bankruptcy Code, 2016 by the National Company Law Tribunal, Ahmedabad Bench on November 18, 2025. Parameter: Details Total Shares Acquired: 4,25,000 equity shares Acquisition Percentage: 85% Acquirer Shares: 25,000 shares (5%) PAC Shares: 4,00,000 shares (80%) Approval Date: November 18, 2025 Board Allotment Approval: February 20, 2026 Acquirer and PAC Details The acquisition group consists of Mr. Patel Jatinbhaji Ramnabhaji as the primary acquirer, along with two persons acting in concert: Mrs. Rinkal J Patel and Mrs. Patel Vandanaben Hiteshkumar. The acquirer belongs to the promoter/promoter group category. Prior to this acquisition, the acquirer and PACs held no shares in the company. Company Capital Structure Following the acquisition, Dharti Proteins Limited's equity structure has been established with a total share capital of 5,00,000 equity shares of Rs. 10/- each. The company's equity share capital before the acquisition was nil, indicating this represents a fresh allotment under the resolution plan. Capital Structure: Post-Acquisition Total Equity Shares: 5,00,000 Face Value per Share: Rs. 10/- Total Share Capital: Rs. 50,00,000/- Diluted Share Capital: Rs. 50,00,000/- Regulatory Compliance The disclosure was made in compliance with Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company filed the disclosure on February 25, 2026, with BSE Limited where its shares are listed under the symbol DHARTI with scrip code 531171. The acquisition represents a significant corporate restructuring executed through the insolvency resolution process, establishing new ownership control of the company. Dharti Proteins Limited (formerly Devika Proteins Limited) has fixed February 13, 2026 as the record date for capital reduction under its NCLT-approved resolution plan. The announcement was made following a Board of Directors meeting held on February 9, 2026, at 2:00 pm, as communicated to BSE Limited under Regulation 30 read with Regulation 42 of SEBI (LODR) Regulations, 2015. Record Date and Capital Restructuring Framework The record date of Friday, February 13, 2026 will determine shareholder eligibility for the capital reduction process as per the NCLT Order dated November 18, 2025. The restructuring involves cancellation and extinguishment of all presently outstanding equity shares, followed by issuance and allotment of new shares to existing shareholders, promoter and promoter group. Parameter: Current Structure Proposed Structure Total Equity Shares: 1,02,77,200 5,00,000 Face Value per Share: Rs.10 Rs.10 Public Shareholding: 1,00,98,748 shares 25,000 shares Shareholding Allocation Under Resolution Plan The restructured capital of 5,00,000 equity shares will be distributed among different stakeholders as per the approved resolution plan. Public shareholders holding 1,00,98,748 equity shares will receive 25,000 equity shares in totality, distributed proportionally based on their existing shareholding. Stakeholder: Allocation Public Shareholders: 25,000 equity shares Successful Resolution Applicant: 4,25,000 equity shares Goenka Business & Finance Limited: 50,000 equity shares Key Terms and Conditions Under the capital reduction scheme, any fractional equity shares will be reduced to zero, decreasing the capital accordingly, with no cash consideration paid for such fractions. The financial creditor, Goenka Business & Finance Limited, will receive 50,000 equity shares of Rs.10 each in addition to an upfront cash component as specified in the approved resolution plan. The successful resolution applicant will be allotted 4,25,000 equity shares out of the newly restructured 5,00,000 equity shares. The announcement was signed by Twinkle Bipinchandra Gajjar, Company Secretary & Compliance Officer. 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