Davangere Sugar AGM Approves ₹40 Cr Warrant Issue

Item 1: Adoption of Financial Statements

To receive, consider and adopt Audited Financial Statements including Balance Sheet as of March 31, 2026, Statement of Profit and Loss, Cash Flow Statement, and reports of Board of Directors and Auditors for FY 2025-26.

Item 2: Re-appointment of Director

To appoint Mr. Abhijith Ganesh Shamanur (DIN: 03451918) who retires by rotation under Section 152(6) of Companies Act, 2013
Current holding: 6,91,47,240 equity shares (4.83%)
Age: 38 years, first appointed June 9, 2011
Qualifications: Graduate from Northeastern University, Boston; Masters in Technology Entrepreneurship from University College London

Item 3: Re-appointment of Statutory Auditors

To reappoint M/s. D G M S & Co., Chartered Accountants (Firm Registration No. 0112187W) as Statutory Auditors for 5 years from conclusion of 55th AGM to conclusion of 60th AGM
Proposed fees: ₹5,00,000 plus applicable taxes and reimbursement of out-of-pocket expenses
Peer review certificate from ICAI obtained

Item 4: Ratification of Cost Auditor Remuneration

Ratification of remuneration payable to Mr. M. R. Krishna Murthy, Cost Accountant (Reg No. FCMA7658)
Remuneration: ₹50,000 plus GST and reimbursement of out-of-pocket expenses for FY 2026-27 cost audit
Board approved appointment on July 28, 2026

Item 5: Increase in Authorized Share Capital

Increase authorized share capital from ₹200,00,00,000 (200 crore equity shares of ₹1 each) to ₹450,00,00,000 (450 crore equity shares of ₹1 each)
Consequential alteration of Clause V of Memorandum of Association
Current paid-up capital: ₹142,99,90,798 (142,99,90,798 equity shares of ₹1 each)

Item 6: Loans/Investments beyond Section 186 Limits

Authorization to make loans/guarantees/securities up to ₹1,000 crore outstanding at any time
Authorization to make investments up to ₹1,200 crore outstanding at any time
Exceeds limits prescribed under Section 186 of Companies Act, 2013

Item 7: Overseas Investments Approval

Approval for investments up to USD 100 million in overseas wholly owned subsidiaries, subsidiaries, step-down subsidiaries, joint ventures, and other overseas entities
Investments may be through equity shares, preference shares, convertible securities, debentures, loans, advances, or other permitted instruments
Purpose includes incorporation, acquisition, expansion, working capital, capital expenditure, and strategic investments

Item 8: Preferential Issue of Convertible Warrants to Promoters

Issue of 10,64,11,079 convertible equity warrants to promoter group on preferential basis
Issue price: ₹3.77 per warrant, aggregating ₹40,11,69,768.24
Consideration: Conversion/adjustment of outstanding unsecured loans due to promoters
Warrant holders: Mr. Ganesh Shivashankarappa Shamanur (10,30,86,225 warrants) and Mr. Abhijith Ganesh Shamanur (33,24,854 warrants)
Warrants convertible within 18 months from allotment date
Relevant date for pricing: August 13, 2026
Pre-issue promoter holding: 59,53,23,205 shares (41.63%)
Post-issue promoter holding (assuming full conversion): 70,17,34,284 shares (45.67%)
Valuation report by Akshat Jain, Registered Valuer (IBBI/RV/06/2022/15048) determines fair value of ₹3.77 per share
Lock-in requirements as per SEBI ICDR Regulations applicable

Item 9: Material Related Party Transactions

Approval for transactions with Aurevant Global Limited (wholly owned subsidiary)
Transactions include corporate guarantees, security creation, pledge of shares, and charge creation for bridge term loan facility up to USD 100 million
Aurevant Global Limited incorporated in UK, engaged in ethanol and sugar production
FY 2025-26 financials of Aurevant: Turnover ₹23,877.30 lakh, PAT negative, Net worth ₹50,481.35 lakh

Item 10: Dilution of Overseas Subsidiary Shareholding

Approval for dilution of shareholding in Aurevant Global Limited below 100% or to ≤50%
Approval for disposal of assets exceeding 20% of total assets of Aurevant Global Limited
Aurevant is material unlisted subsidiary under SEBI LODR Regulations

Remote e-voting period: September 9, 2026 (9:00 AM) to September 11, 2026 (5:00 PM)
Cut-off date for voting eligibility: September 5, 2026
Scrutinizer: Ms. Ashwini Inamdar, Partner, M/s. Mehta & Mehta, Company Secretaries
NSDL appointed as e-voting service provider

Warrant issue: ₹40.12 crore debt conversion to equity, no cash inflow
Capital increase: No immediate financial impact, enables future fundraising
Overseas investments: Potential outflow up to USD 100 million
Related party transactions: Contingent exposure up to USD 100 million bridge facility