Patel Jatinbhai Ramanbhai has filed a formal disclosure under SEBI regulations for the substantial acquisition of 4,25,000 equity shares representing 85% stake in Dharti Proteins Limited (formerly Devika Proteins Limited). The acquisition was executed through an NCLT-approved resolution plan and involves persons acting in concert (PACs) acquiring controlling interest in the company.

Formal Disclosure Filing

On February 24, 2026, Jatinbhai Patel submitted the mandatory disclosure to BSE Limited and the Board of Directors of Dharti Proteins Limited. The disclosure was filed pursuant to Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, documenting the acquisition of shares under the approved resolution plan by the National Company Law Tribunal, Ahmedabad Bench dated November 18, 2025.

Acquisition Structure and Details

The substantial acquisition involves the purchase of 4,25,000 equity shares representing 85% of Dharti Proteins Limited. The acquisition group consists of Mr. Patel Jatinbhaji Ramanbhai as the primary acquirer along with two persons acting in concert: Mrs. Rinkal J Patel and Mrs. Patel Vandanaben Hiteshkumar, all belonging to the promoter/promoter group category.

Company Capital Structure Post-Acquisition

Following the acquisition, Dharti Proteins Limited's equity structure has been established with a total share capital of Rs. 50,00,000. The company's equity share capital before the acquisition was nil, indicating this represents a fresh allotment under the resolution plan approved through the insolvency resolution process.

Regulatory Compliance and Documentation

The formal disclosure document confirms compliance with SEBI takeover regulations and provides comprehensive details of the acquisition structure. The filing includes complete shareholding patterns before and after the acquisition, with the acquirer and PACs holding no shares prior to this transaction. The acquisition represents a significant corporate restructuring executed through the insolvency resolution process, establishing new ownership control of Dharti Proteins Limited under the approved resolution plan framework.

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.

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.

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.