Shareholders meeting

CIN: L10721KA1970PLC001949 August 20, 2026 BSE Limited National Stock Exchange of India 1st Floor, New Trading Ring, Exchange Plaza, Rotunda bldg., P.J. Towers, Bandra Kurla Complex, Dalal Street, Mumbai- 400001 Bandra (East), Mumbai -400051 Scrip Code: 543267 NSE Symbol: DAVANGERE Subject: Notice of the 55th Annual General Meeting (AGM) Dear Sir/Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Notice along with Explanatory Statement of the 55th Annual General Meeting of the Company to be held on Saturday, September 12, 2026, at 11.00 A.M. (IST) scheduled to be held at Thogataveera Samudhaya Bhavana, M.C.C ‘A’ Block, Davangere -577004. The aforesaid Annual Report along with Notice has been uploaded on website of the Company at https://davangeresugar.com/ You are requested to kindly take the same on records. Thanking you, For Davangere Sugar Company Limited S.S.Ganesh Managing Director DIN: 00451383 Encl.: As above DDriving Change. Making Impact NOTICE NOTICE IS HEREBY GIVEN THAT THE 55TH ANNUAL GENERAL MEETING OF THE MEMBERS OF DAVANGERE SUGAR COMPANY LIMITED WILL BE HELD ON SATURDAY, THE 12(cid:119)(cid:107) DAY OF SEPTEMBER, 2026, AT THOGATAVEERA SAMUDHAYA BHAVANA, M.C.C ‘A’ BLOCK, DAVANGERE -577004 AT 11.00 A.M (IST) TO TRANSACT THE FOLLOWING BUSINESS: - ORDINARY BUSINESS 1. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution. To receive, consider and adopt the Audited Financial Statements of the company including the Balance Sheet of the Company as of 31st March, 2026 and the Statement of Profit and Loss of the Company and the Cash Flow Statement for that period and other Annexures thereof for the Financial Year ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon. 2. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution To appoint Mr. Abhijith Ganesh Shamanur (DIN: 03451918), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. 3. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary(cid:1)Resolution To (cid:210)(cid:197)(cid:355)appoint and authorise Board of Directors to fix remuneration M/s. D G M S & Co.,(cid:1) Chartered Accountants (Firm Registration No. 0112187W) as the Statutory Auditors of the Company for a term of five consecutive years. “RESOLVED THAT pursuant to provisions of Section 139 of the Companies Act, 2013 read with the rules made thereunder, M/s. D G M S & Co, Chartered Accountant, (Firm Registration No. 0112187W.) who have confirmed their eligibility for appointment, be and is hereby re-appointed as the Statutory Auditors of the Company for a term of five consecutive years i.e., from conclusion of the 55th Annual General Meeting up to the conclusion of 60th Annual General Meeting of the Company “RESOLVED FURTHER THAT pursuant to the provisions of Section 142 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorised to determine and fix the remuneration payable to M/s. D G M S & Co., Chartered Accountants (Firm Registration No. 0112187W), together with reimbursement of out-of-pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors and the Statutory Auditors.” Davangere Sugar Company Limited Annual Report 2025-26 DDriving Change. Making Impact SPECIAL BUSINESS 4. RATIFICATION OF REMUNERATION OF COST AUDITOR FOR THE F.Y 2026-27 To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of sub-section (3) of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Mr. M. R. Krishna Murthy, Cost Accountant, (having Reg No. FCMA7658) appointed by the Board of Director of the Company as Cost Auditor to conduct the audit of cost records maintained by the Company for the financial year 202(cid:330)-2(cid:331) at a remuneration of Rs. 50,000/- (Rupees Fifty Thousand only) plus GST as applicable and reimbursement of out-of-pocket expenses incurred be and is hereby ratified.” 5. INCREASE IN AUTHORISED SHARE CAPITAL AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION: To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 13, Section 61(1)(a), Section 64 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), the Companies (Share Capital and Debentures) Rules, 2014 (including any amendment thereto or re-enactment thereof), consent of the Members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 200,00,00,000 (Rupees Two Hundred Crores Only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 1/- each to Rs. 450,00,00,000 (Rupees Four Hundred Fifty Crore Only) divided into 450,00,00,000 (Four Hundred Fifty Crore) Equity Shares of Rs. 1/- each ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company. “RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder, consent of the Members of the Company be and is hereby accorded for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place, the following: "V. The Authorised Share Capital of the Company is Rs. 450,00,00,000 (Rupees Four Hundred Fifty Crore Only) divided into 450,00,00,000 (Four Hundred Fifty Crore) Equity Shares of Rs. 1/- each with a power to increase, reduce, alter, modify the share capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the regulations of the Company.” “RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard." Davangere Sugar Company Limited Annual Report 2025-26 DDriving Change. Making Impact 6. To make loans or investment(s) or provide security and guarantee in excess of the prescribed limits under section 186 of the Companies Act, 2013: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and any other applicable provisions of the law (including any statutory modification or reenactment thereof for the time being in force) and subject to such approvals as may be necessary and subject to the compliance of applicable laws, the consent of the members of the company be and is hereby accorded to: (a) give loan to any person or body corporate or give guarantee or provide security in connection with a loan to any other person or body corporate provided that the aggregate amount of such loans, guarantees, securities and investments outstanding at any time shall not exceed Rs. 1,000 Crore (Rup [Showing first 8,000 characters — download PDF for full document]