Dharti Proteins AGM 2026: ₹100 Cr Loan, New Director

What changed in Dharti Proteins’ AGM notice

Dharti Proteins Limited has issued a corrigendum dated September 9, 2026, to its notice for the 32nd Annual General Meeting (AGM) scheduled on September 28, 2026. The corrigendum was issued to address an inadvertent omission in the original notice dated September 1, 2026. The update is procedural in nature, but it changes what shareholders will vote on.

The key addition is a resolution to regularise the appointment of Mr. Karnik Shasankan Pillai as a Non-Executive Non-Independent Director. The company has stated that this addendum forms an integral part of the original AGM notice. It will also be made available as part of the remote e-voting process.

Trading window closure from October 1, 2026

Separately, Dharti Proteins stated that it has closed its trading window for dealing in the company’s equity shares starting October 1, 2026. The restriction applies to Directors, Promoters, Designated Persons, and Specified Connected Persons.

The trading window will remain closed until 48 hours after the company declares its unaudited financial results for the quarter and half-year ending September 30, 2026. Such trading window closures are typically linked to the period preceding results announcements because unpublished price sensitive information may exist during that time.

AGM date, time, and e-voting schedule

The AGM is scheduled for September 28, 2026 at 11:00 am. The company has indicated that the meeting will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

For shareholder participation, remote e-voting is set to open on September 25, 2026 at 9:00 am and close on September 27, 2026 at 5:00 pm. The record date to determine voting eligibility is September 21, 2026. The corrigendum notes that the updated agenda will be included in the remote e-voting facility during the same window.

New agenda item: Director regularisation (Resolution No. 13)

The corrigendum adds Resolution No. 13 for the appointment and regularisation of Mr. Karnik Shasankan Pillai (DIN: 08529650) as a Non-Executive Non-Independent Director. The company noted that he was initially appointed as an Additional Director by the Implementation and Monitoring Committee on December 3, 2025.

The AGM addendum also lists other directors with the same term start date of December 3, 2025, including independent directors Ms. Shubhangi Janifer (DIN: 09125625), Ms. Poorva Jain (DIN: 11386684), and Mrs. Chitra Naraniwal (DIN: 09077116). The corrigendum itself focuses on adding Mr. Pillai’s regularisation resolution to the voting agenda.

The ₹100 crore convertible loan proposal from the Managing Director

A central financial resolution on the AGM agenda is approval for an unsecured loan of up to ₹100 crore from Managing Director Jatinbhai Ramanbhai Patel. The proposal includes an option to convert the outstanding principal and or interest into equity shares at a later date, subject to SEBI guidelines.

For shareholders, the conversion feature is the key point because it can change the company’s equity base if conversion is exercised. However, in the information provided, the specific conversion price, conversion ratio, and timing have not been stated. Without those parameters, the exact number of shares that may be issued on conversion cannot be calculated from the AGM summary alone.

How conversion could affect shareholder equity, based on disclosed details

If the proposed loan is later converted into equity, existing shareholders could face dilution, meaning their percentage ownership may reduce because the company would issue additional shares to the lender. The extent of dilution depends on the conversion terms such as the price per share, the number of shares issued, and whether only principal or also interest is converted.

The company’s agenda description only states that conversion would be subject to SEBI guidelines. It does not provide a valuation framework, pricing formula, or reference to a specific market price date in the excerpt provided. As a result, while the direction of impact (potential dilution on conversion) is clear, the size of the impact cannot be quantified from the disclosed summary.

Borrowing and investment limit enhancements to ₹5,000 crore

The AGM agenda also includes proposals to increase statutory limits under the Companies Act, 2013:

1. Borrowing Limit: Enhancement under Section 180(1)(c) to a maximum of ₹5,000 crore.
2. Investment Limit: Enhancement under Section 186 for loans, guarantees, and investments to an aggregate amount not exceeding ₹5,000 crore.

These resolutions set higher ceilings for future corporate actions. They do not, by themselves, confirm that the company will immediately borrow or invest up to those levels. But they expand what the board can potentially do, subject to applicable approvals and conditions.

Stock identifiers and listing status noted in the disclosure

The filing snapshot shared with the AGM information includes the company’s identifiers: BSE 531171, NSE DHARTI, and ISIN INE248C01013. It also references Group XT and shows the status as Suspended.

The same data set also notes that the company’s last AGM was held on September 20, 2025, and that the company last updated its financials on March 31, 2025. These data points provide context on corporate compliance timelines but do not, on their own, indicate the outcome of any pending resolutions.

Key details at a glance

What shareholders can and cannot infer about valuation metrics

On the specific question of valuation metrics for the equity swap, the disclosed excerpt does not state any conversion price, pricing formula, discount or premium, or reference price date. It also does not disclose a cap, floor, or number of equity shares that could be issued upon conversion. Therefore, there is no explicit valuation metric in the provided text that can be used to compute a conversion outcome.

What shareholders can infer from the disclosed text is limited to structure: it is an unsecured loan, it is proposed to come from the Managing Director, and it may be converted into equity at a later date under SEBI guidelines. For quantifying dilution or determining implied valuation, shareholders would need the detailed terms as set out in the full resolution and explanatory statement referenced in the AGM notice.

Conclusion

Dharti Proteins’ September 9 corrigendum expands the AGM agenda by adding a shareholder vote to regularise Mr. Karnik Shasankan Pillai as a director, while the meeting also includes high-value approvals such as a ₹100 crore convertible loan proposal and enhanced ₹5,000 crore statutory limits. The company has also announced a trading window closure starting October 1, 2026, linked to the declaration of unaudited results for the period ended September 30, 2026. Shareholders will be able to vote remotely between September 25 and September 27, 2026, ahead of the VC/OAVM AGM on September 28, 2026.