Dharti Proteins NCLT Plan: New Promoter Acquires 85% Stake

Introduction

Dharti Proteins Limited is undergoing a significant corporate overhaul following the approval of a resolution plan by the National Company Law Tribunal (NCLT). This restructuring involves a substantial acquisition of an 85% stake by a new promoter group and a drastic reduction in the company's equity share capital. The move is designed to revive the company from insolvency and establish a new ownership structure, marking a critical turning point for the company formerly known as Devika Proteins Limited.

The NCLT-Approved Resolution Plan

The foundation for this transformation is a resolution plan submitted by Mr. Patel Jatinbhai Ramanbhai, who was designated as the Successful Resolution Applicant (SRA). The NCLT's Ahmedabad Bench officially approved this plan on November 18, 2025, under the provisions of the Insolvency & Bankruptcy Code, 2016. This legal approval was the key that unlocked the path for a complete financial and operational restructuring, effectively transferring control to the new applicant and setting a new course for the company's future.

Details of the Substantial Acquisition

As a core part of the resolution plan, Patel Jatinbhai Ramanbhai, along with Persons Acting in Concert (PACs), has acquired 4,25,000 equity shares. This block of shares constitutes a controlling 85% stake in the newly structured company. The acquirer group, which belongs to the promoter category, held no shares in Dharti Proteins prior to this transaction. The allotment was formally approved by the company's board on February 20, 2026, and subsequently disclosed to the stock exchange on February 25, 2026, ensuring compliance with SEBI's substantial acquisition regulations.

Breakdown of the Acquisition

The new controlling stake is divided between the primary acquirer and the PACs, solidifying the new promoter group's control.

Drastic Capital Reduction

A central and impactful component of the restructuring is a massive capital reduction. The company's existing equity base of 1,02,77,200 shares has been reduced by over 95% to just 5,00,000 equity shares. The board fixed February 13, 2026, as the record date to determine the shareholders affected by this corporate action. This measure is intended to clean up the company's balance sheet, extinguish past liabilities reflected in the capital structure, and reflect the new ownership reality.

Impact on Existing Shareholders

The capital reduction has profound and severe implications for existing shareholders. The entire shareholding of the company's original promoters has been completely cancelled and extinguished without any form of compensation. This action effectively removes the previous ownership group from the company entirely. Public shareholders also face severe dilution of their holdings. Their collective ownership of 1,00,98,748 shares has been consolidated into a total of just 25,000 new shares, which will be allocated on a proportional basis. The plan also specifies that any fractional entitlements resulting from this re-allocation will be rounded down to zero, with no cash payment provided for these fractions.

New Shareholding Structure

The newly constituted capital of 5,00,000 shares is allocated among three main groups, fundamentally reshaping the company's ownership and providing stakes to key parties involved in the resolution.

The secured financial creditor, Goenka Business & Finance Limited, will receive 50,000 shares as part of their settlement, in addition to an upfront cash payment as stipulated in the resolution plan.

Revised Company Capital

Following the full implementation of the plan, Dharti Proteins Limited's total equity share capital now stands at Rs. 50,00,000. This capital base is composed of 5,00,000 equity shares, each with a face value of Rs. 10. Before this fresh allotment under the resolution plan, the company's effective equity share capital was considered nil for the purpose of this comprehensive restructuring.

Analysis and Outlook

This NCLT-driven restructuring provides Dharti Proteins with a critical lifeline and a clear path out of insolvency. However, the future success of the company is now entirely dependent on the strategic direction and operational capabilities of the new management led by Mr. Patel Jatinbhai Ramanbhai. For the remaining public shareholders, the value of their significantly diminished holdings hinges on the new leadership's ability to execute a successful turnaround. The drastic measures are typical of insolvency resolutions, where the primary goal is to make the company viable for a new investor to take control and attempt a revival.

Conclusion

The acquisition and capital reduction at Dharti Proteins mark the definitive beginning of a new chapter. By implementing the NCLT-approved resolution plan, the company has transferred control to a new promoter, cleaned its capital structure, and settled with its key financial creditor. Investors and market observers will now be closely watching the new management's performance to determine if this extensive restructuring can translate into a sustainable operational and financial recovery.