Dharti Proteins Ltd Management Discussions

1. Introduction

Dharti Proteins Limited (formerly known as Devika Proteins Limited) ("the Company") is a public limited company listed on BSE Limited (Scrip Code: 531171) and is engaged in the edible oil sector. Since its incorporation in 1994, the Company has remained committed to creating long-term value for its stakeholders through ethical business practices, sound corporate governance, and sustainable business strategies.

The financial year 2025-26 marked a significant milestone in the Companys corporate journey as it successfully emerged from the Corporate Insolvency Resolution Process ("CIRP") initiated under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). Pursuant to the Order dated November 18, 2025, passed by the Honble National Company Law Tribunal, Ahmedabad Bench ("NCLT"), the Resolution Plan submitted by the Successful Resolution Applicant was approved, paving the way for the revival and restructuring of the Company. Consequent to the implementation of the Resolution Plan, the existing shareholding structure underwent comprehensive restructuring, resulting in the extinguishment of the erstwhile promoters shareholding, reconstitution of the public shareholding to 15% of the post-restructuring paid-up equity share capital, and allotment of fresh equity shares to the new promoters, secured financial creditors, and eligible public shareholders. The implementation of the Resolution Plan was subsequently ratified by the Board of Directors on December 19, 2025.

Given that the revival process was completed during the later half of the financial year, the Companys operations during FY 2025-26 were primarily focused on stabilizing the business, implementing the approved Resolution Plan, restructuring its capital and liabilities, strengthening the governance framework, and laying the foundation for recommencement of commercial operations. Consequently, revenue generation during the year remained limited, reflecting the transitional nature of the Companys operations following its emergence from CIRP.

The Management Discussion and Analysis Report provide an overview of the economic and industry environment, the Companys operational and financial performance, key business developments, risks and mitigation strategies, internal control framework, and future outlook. The discussions herein have been prepared based on the audited consolidated financial statements for the financial year ended March 31, 2026, and all financial figures are presented in ? Lakhs unless otherwise stated.

As the Company embarks on a new phase of growth under its reconstituted management, it remains focused on strengthening its presence in the edible oil sector through disciplined execution, prudent financial management, robust governance standards, and a sustainable business model aimed at creating long-term value for shareholders and other stakeholders.

2. Global and Indian Market Outlook

The global edible oil market continues to be influenced by crop production, weather conditions, geopolitical developments, biofuel policies, freight costs, currency movements, and international demand-supply dynamics. Prices of palm oil, soybean oil, sunflower oil, and other vegetable oils remain susceptible to global economic and climatic developments.

India continues to remain one of the largest edible oil consuming markets globally. Rising population, increasing per capita income, urbanization, and changing food consumption patterns are expected to support sustained long-term demand for edible oils and agricultural commodities. The Government of India continues to encourage higher domestic oilseed production through various policy initiatives while simultaneously ensuring adequate availability of edible oils through calibrated import policies.

For FY 2026-27, the industry is expected to benefit from continued domestic demand, improved supply chain efficiencies, increasing organized trade, digital transformation across agricultural markets, and growing investments in warehousing and logistics infrastructure. However, businesses must remain vigilant against volatility arising from global commodity prices, climatic uncertainties, geopolitical events, and foreign exchange fluctuations.

3. Operational Review

During CIRP (April 2025 – November 2025), operations were suspended under the Resolution Professionals oversight, focusing on asset preservation and creditor claims settlement. Post-revival on November 18, 2025, the Company prioritized minimal disruption in the operations. The Company achieved zero defaults post-revival, aligning with IBC compliance.

4. Financial Review

The FY 2025-26 financials reflect the transitional nature of the year, with a net loss driven by low topline and one-time resolution costs.

Key highlights (Audited):

(Rs. In Lakh)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	0	0
Total Revenue	2.97	7.20
Total Expenses	17.61	7.87
EBITDA	(84.65)	(00.67)
Profit/(Loss) Before Tax	(84.65)	(00.67)
Net Profit/(Loss)	(84.65)	(00.67)
EPS (Basic & Diluted, Rs.)	(16.93)	(0.01)

5. Opportunities and Threats

Opportunities

- Rising domestic demand for edible oils driven by increasing population and consumption.

- Expansion of organized commodity trading and distribution networks.

- Government initiatives promoting domestic oilseed cultivation and self-reliance.

- Growing demand for branded and quality-certified edible oils.

- Increasing digitalization of agricultural commodity trading.

- Opportunities to establish long-term procurement relationships with suppliers and institutional customers.

- Improved logistics, warehousing, and supply chain infrastructure.

- Potential expansion into value-added agricultural products and allied commodities.

Threats

- Volatility in international commodity prices.

- Foreign exchange fluctuations affecting import costs.

- Changes in Government policies relating to import duties, taxes, and agricultural regulations.

- Climatic uncertainties impacting crop production.

- Geopolitical developments disrupting global supply chains.

- Intense competition from organized and unorganized market participants.

- Credit risk arising from counterparties.

- Inflationary pressures affecting operating costs.

6. Risk Management Discussion

The Company recognizes that effective risk management is integral to sustainable business growth. A structured framework has been established to identify, assess, monitor, and mitigate key business risks.

The principal risks include commodity price volatility, procurement risk, inventory risk, liquidity risk, credit risk, regulatory changes, foreign exchange fluctuations, and operational risks associated with logistics and supply chain management.

To mitigate these risks, the Company focuses on:

- Diversification of suppliers and customers.

- Continuous monitoring of commodity price movements.

- Robust inventory management practices.

- Stringent credit evaluation and collection mechanisms.

- Compliance with applicable statutory and regulatory requirements.

- Periodic review of operational and financial risks by the management.

- Strengthening internal control processes and governance practices.

The management regularly reviews emerging risks and adopts suitable mitigation strategies to safeguard stakeholders interests.

7. Internal Financial Controls

The Company has established an adequate system of internal financial controls commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Internal controls cover all significant business processes including procurement, sales, finance, accounting, inventory management, statutory compliance, and financial reporting.

The Audit Committee periodically reviews the effectiveness of internal financial controls, internal audit findings, and corrective actions undertaken by the management. Internal audit observations are discussed with process owners, and appropriate remedial measures are implemented to strengthen the overall control environment.

8. Human Resources and Industrial Relations

The Company believes that its employees are its most valuable asset and recognizes the importance of building a competent, ethical, and performance-driven workforce.

The Company continues to focus on developing employee capabilities, strengthening governance practices, promoting a culture of integrity, and maintaining a safe and inclusive work environment. Equal opportunities are provided for professional growth and development.

Industrial relations remained cordial throughout the financial year. The Company continues to maintain healthy employee relations through transparent communication, teamwork, and adherence to applicable labour laws and regulatory requirements.

Number of Employees:

As on 31st March 2026, the Company had 3 employees on its rolls.

9. Financial Performance Analysis

During the financial year under review, the Company continued its efforts towards business stabilization and strengthening its operational framework following the successful implementation of the approved Resolution Plan.

The Company focused on developing its trading operations in edible oils and agricultural commodities while establishing business relationships with suppliers and customers. Management continued to emphasize operational efficiency, prudent cost management, effective working capital utilization, and strengthening internal processes.

The financial performance of the Company reflects the ongoing transition towards sustainable business operations. The management remains focused on improving revenue generation, optimizing margins, enhancing operational efficiencies, and creating long-term value for shareholders.

10. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including

Financial Ratios	2025-26	2024-25	Reasons
Current Ratio	14.18	0.99	The Current Ratio increased from 0.99 as at 31 March 2025 to 14.18 as at 31 March 2026, primarily due to substantial reduction in current liabilities pursuant to implementation of the Resolution Plan approved by the Honble NCLT under the Insolvency and Bankruptcy Code, 2016. Current liabilities reduced significantly from Rs 463.41 lakhs to Rs 1.82 lakhs during the year.
Debt-Equity Ratio	-1.27	222.23	The Debt-Equity Ratio changed from 222.23 as at 31 March 2025 to (-1.27) as at 31 March 2026. The variation is primarily attributable to losses incurred during the year resulting in negative net worth of the Company as at 31 March 2026, coupled with changes in borrowings and liabilities pursuant to implementation of the approved Resolution Plan. The total debt as at 31 March 2026 substantially represents funds brought in by the Successful Resolution Applicant in accordance with the approved Resolution Plan. Such funding does not carry any interest obligation and has been provided to support revival of the Company. Accordingly, although disclosed as debt in the financial statements, the same possesses characteristics similar to long-term support funding and the Debt-Equity Ratio may not be comparable with conventional leverage ratios.
Debt Service Coverage Ratio	-0.04	0.00	The Debt Service Coverage Ratio changed from 0.00 as at 31 March 2025 to (-0.04) as at 31 March 2026. The ratio is impacted by the absence of operating revenue and negative earnings before interest and tax during the year. Further, the debt outstanding as at 31 March 2026 substantially represents funding provided by the Successful Resolution Applicant pursuant to the approved Resolution Plan and does not carry any interest obligation. Accordingly, the Debt Service Coverage Ratio is not fully representative of the Companys debt servicing capacity and may not be comparable with entities having conventional interest-bearing borrowings.
Return on Equity Ratio	-0.53	0.64	Return on Equity changed from 0.64 in the previous year to (-0.53) in the current year. The variation is attributable to loss incurred during the year amounting to Rs 84.65 lakhs and erosion of shareholders funds resulting in negative net worth as at the reporting date.
Inventory Turnover Ratio	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.
Trade Payable Turnover Ratio	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.
Trade Receivable Turnover Ratio	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.
Net Capital Turnover Ratio	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.
Net Profit Ratio	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.
Return on Capital Employed	0.32	-0.72	Return on Capital Employed changed from (-0.72) in the previous year to 0.32 in the current year. The variation is primarily due to the negative capital employed position as at 31 March 2026 resulting from accumulated losses and negative net worth. Accordingly, the ratio may not be comparable between the two periods and should be interpreted with caution.
Return on Investments	NA	NA	The aforesaid ratios are not applicable during the year as the Company did not carry out any operating activities and did not generate any revenue from operations.

 

By Order of the Board of Directors

For Dharti Proteins Limited

(Formerly known as Devika Proteins Limited)

Date: September 01, 2026

Place: Ahmedabad

Sd/-

Jatinbhai Ramanbhai Patel

Managing Director

DIN: 06973337

Registered Office:

A 1115 Titanium Business Park,

Near Makarba Underpass, Jivraj Park,

Ahmedabad, Ahmedabad City, Gujarat, India, 380051

CIN: L67120GJ1994PLC022199

E-mail Id: cs@dhartiproteins.com