Devika Proteins Ltd

Monitoring Committee Meeting

• 04th Monitoring Committee meeting held on 15 October 2026, 05:00–05:37 PM via video conference.

Key resolution

• Resolution 1 (Ordinary): 1:1 bonus issue to public to meet MPS; capitalisation of free reserves.
• Post-bonus capital: 5,75,000 total paid-up shares; promoter holding remains 4,25,000; public 1,50,000.
• Promoter(s)/Promoter Group to forgo entitlement as required for MPS.
• No fractional shares; rounding down; shares to be in dematerialised form only.
• Record date: 20 Feb 2026; RBI approvals as applicable.
• Indicates no cash inflow; bonus issued from reserves.
• Shareholding post-bonus subject to final shareholding as on record date.
• Subject to RBI/NRIs, FPIs approvals if applicable.
• Authority to Board to execute documents and listing filings.

Bonus issue details

• Type and ratio: bonus issue of equity shares in 1:1 for public shareholders.
• Post-bonus shares total: 5,75,000; aggregate paid-up capital Rs 57,50,000.
• Pre-bonus paid-up capital: 5,00,000 shares (Rs 50,00,000).
• Bonus funded from capitalization of free reserves; Rs 9.34 Lakhs available.
• Bonus to meet minimum public shareholding under Rule 19A.
• Credit expected by December 13, 2026.
• Record date for eligibility to be fixed per board approval.
• Subject to member approval at the Extraordinary General Meeting.
• Eligible holders: public shareholders excluding promoter group.
• EGM date: 6 November 2026.

Governance actions and approvals

• RTA changed from System Support Services to Bigshare.
• Bigshare appointed as Remote E-Voting Agency.
• Scrutinizer appointed: M/s Dharti Patel & Associates.
• EGM notice to seek shareholder approval for bonus issue.

Financial results

• Audited standalone results for quarter and half year ended 30 September 2026 approved.
• Interim Audit Report included; auditors issued an unmodified report.

Capital actions

• Recommended 1:1 bonus issue to public shareholders; subject to shareholder approval.
• Post-bonus paid-up capital to Rs 57.5 lakh from Rs 50 lakh.
• EGM for bonus approval scheduled 6 November 2026 via video conferencing.
• Funding from free reserves available; Rs 9.34 lakh available; Rs 7.50 lakh required.

Governance & appointments

• Appointed M/S J M Patel & Bros as Tax Auditor for FY 2026-27.
• Registrar & Transfer Agent changed from System Support Services to Bigshare; transition ongoing.
• Bigshare appointed as remote e-voting agency for EGM.
• Scrutinizer appointed: M/s Dharti Patel & Associates.

Regulatory / other disclosures

• Notice for Extraordinary General Meeting issued for Nov 6, 2026.
• Board approved results; results prepared under Ind AS and reviewed by Audit Committee.

MOA and AOA adoption

• Shareholders approved new MOA aligned with Table-A Schedule I, Companies Act 2013.
• Shareholders approved new AOA aligned with Table-F Schedule I, replacing existing AOA.
• New MOA object clause aligns with Table-A Schedule I, replacing the existing main and ancillary objects.
• New AOA includes governance provisions on share capital, general meetings, voting rights, and board proceedings.
• Existing AOA replaced in its entirety, restructured to align with the Act, Secretarial Standards, and applicable laws.
• AGM conducted via video conferencing on 28 September 2026.

AGM Details

• Date of AGM: 28 September 2026.
• Mode: Remote e-voting and e-voting at AGM with video conferencing attendance.
• Record date: 21-09-2026.
• Total shareholders on record: 989.
• Attendance via video conferencing: 5 (2 promoters, 3 public).
• Resolutions passed: 13.
• Scrutinizer's report attached as Annexure 2.
• Consolidated voting outcome available in Annexure 1.

Resolutions & Voting

• All 13 resolutions approved with requisite majority.
• Resolutions declared as Ordinary Resolutions.

Promoter loan and related-party financing

• Loan agreement with promoter and MD for unsecured loan up to Rs 100 crore.
• Loan is convertible into equity at a future date, subject to shareholder approval.
• Board approved the loan on 1 September 2026; AGM approved on 28 September 2026.
• Not arm's length; transaction classified as related party due to promoter's 5% stake.
• Promoter holds 5% equity in the company.
• Disbursement to be in one or more tranches as required.
• Promoter's shareholding in the company: 25,000 shares aggregating Rs 2.5 lakh.