Dharti Proteins Limited passed all 13 resolutions proposed for its 32nd Annual General Meeting (AGM) held on September 28, 2026. The outcomes were confirmed in a filing to the Bombay Stock Exchange, revealing that while promoters voted on related-party items, public shareholders cast zero votes across all agenda points.

The meeting, conducted via Video Conference (VC), saw attendance from only five shareholders out of 989 registered members as of the record date, September 21, 2026. No shareholders attended in person or through proxies. The low turnout highlights a significant gap between registered membership and active participation in governance matters.

Voting Results and Participation

The Scrutinizer’s report confirmed that all resolutions were duly approved with the requisite majority. For most agenda items, including the adoption of financial statements and appointment of independent directors, only three members participated via remote e-voting, casting votes representing 4,25,000 shares. These votes were entirely from the Promoter and Promoter Group category.

Notably, for Resolution 2 (re-appointment of Mr. Jatinbhai Ramanbhai Patel) and Resolution 12 (₹100 crore director loan), two promoter members voted, representing 4,00,000 shares. In both cases, the remaining 25,000 promoter shares did not vote, likely due to conflict of interest rules or abstention. Public shareholders, holding 75,000 shares combined, cast zero votes across all 13 resolutions.

Governance and Board Appointments

During the proceedings, the board sought approval for several key appointments and structural changes. Three individuals were proposed for appointment as Non-Executive Independent Directors: Ms. Shubhangi Janifer, Ms. Poorva Jain, and Mrs. Chitra Naraniwal. Additionally, Mr. Karnik Shasankan Pillai was proposed for appointment as a Non-Executive Director. All these appointments were approved unanimously by the participating promoter votes.

The existing Chairman and Managing Director, Mr. Jatinbhai Ramanbhai Patel, retired by rotation and offered himself for re-appointment, which was included as an ordinary resolution. The board also approved the appointment of M/s Dharti Patel & Associates as Secretarial Auditors for a five-year term spanning FY26 to FY30.

Financial Controls and Auditor Observations

A critical disclosure during the meeting concerned the statutory auditors' report for the financial year ended March 31, 2026. While the auditors issued an unmodified report on the standalone financial statements, they issued a Disclaimer of Opinion regarding the adequacy and operating effectiveness of the company's internal financial controls over financial reporting.

Management affirmed that the company is currently in the process of establishing, documenting, and implementing appropriate internal financial controls to address this deficiency. This distinction between clean financial statements and disclaimed internal controls suggests that while the reported numbers are accepted, the underlying processes generating them lack verified robustness.

Structural Changes and Borrowing Limits

Shareholders were asked to approve significant changes to the company's constitutional documents. Special resolutions were tabled to alter the object clause of the Memorandum of Association (MoA) and adopt a new set of Articles of Association (AoA), both in conformity with the Companies Act, 2013.

Furthermore, the board sought approval to enhance borrowing limits under Section 180(1)(c) and limits under Section 186 of the Companies Act, 2013. These enhancements appear linked to the proposed ₹100 crore director loan, indicating a strategic shift toward related-party financing or increased leverage capacity.

What the Numbers Show

The voting data reveals a stark contrast between corporate ambition and shareholder engagement. With only 5 shareholders voting via VC against 989 registered members, the quorum was met solely through promoter and minimal public participation. Simultaneously, the proposal for a ₹100 crore unsecured loan from a director, coupled with the auditor's disclaimer on internal controls, signals a reliance on insider capital while governance infrastructure remains under development. This combination suggests the company is prioritizing immediate liquidity access over external market financing, potentially due to the perceived risks associated with its current control environment.

Dharti Proteins Limited closed its trading window for equity shares starting October 1, 2026. The restriction applies to all Directors, Promoters, Designated Persons, and Specified Connected Persons. This closure remains in effect until 48 hours after the company declares its unaudited financial results for the quarter and half-year ending September 30, 2026.

The decision complies with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and the company's internal code of conduct. These regulations mandate that insiders refrain from dealing in securities during periods when price-sensitive information is unpublished. The trading window will reopen once the results are publicly announced and the mandatory cooling-off period expires.

Regulatory compliance and scope

The intimation was filed with BSE Limited on September 23, 2026. The company identified specific categories of personnel bound by this restriction. All designated persons and their immediate relatives are advised not to trade in the securities of Dharti Proteins during the closure period.

The company noted that the date of the Board Meeting for considering and approving these financial results will be communicated in due course. Until then, the prohibition on trading stands firm to ensure market integrity and prevent potential misuse of unpublished price-sensitive information.