Your Directors' present the 54th Annual Report of the Company highlighting the business and
operations of the Company and the Audited Financial Statements for the Financial Year ended 31st
March, 2025.

Results of our operations and State of Affairs

The highlights of the standalone financial results are as under:

Operating Highlights

The Company's financial performance for the year ended March 31, 2025 is summarized below:

The Company achieved total income of ^ 21,675.60 Lacs for the year ended 31st March 2025 as
against ^ 22296.72 Lacs for the previous year. The EBITDA for the year under review stood at ^ 5375.15
Lacs as compared to ^ 5176.50 Lacs for the previous year, while the Net Profit stood at ^ 1093.71 Lacs
as compared to ^ 1223.72 Lacs for the previous year. Analysis of operating performance is covered
under Management Discussion and Analysis which forms part of this Report.

Change in Business of the Company

There were no changes in the nature of business of the Company during the year under review.
Transfer to Reserves

During the year under review, for the Financial Year 2024-25, your Company does not propose
transferring any amount to General Reserve.

Dividend

To retain the profits for future growth of the Company, Your Directors do not recommend any
dividend for the year ending on 31^st March, 2025.

Share Capital

A) AUTHORISED SHARE CAPITAL:

During the year under review, the Authorised Share Capital of the Company was increased from ^100
Crores (divided into 10 Crores equity shares of ^10/- each) to ^ 150 Crores (divided into 150 Crores
equity shares of ^ 1/- each).

Accordingly, the Authorised Share Capital of the Company now stands at ^ 15,000 Lacs, divided into
150 Crores Equity Shares of ^ 1/- each.

B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

During the year under review, there was a change in the paid-up share capital of the Company
pursuant to the sub-division (stock split) of equity shares.

The face value of each equity share was sub-divided from ^ 10/- per share to ^ 1/- per share,
resulting in an increase in the number of equity shares while keeping the total paid-up capital
unchanged.

Accordingly, the paid-up share capital of the Company was revised from 9,40,84,462 equity shares
of ^10/- each, aggregating to ^94,08,44,620, to 94,08,44,620 equity shares of ^1/- each,
aggregating to ^94,08,44,620, pursuant to the sub-division of equity shares.

There was no change in the total paid-up capital amount due to the sub-division.

C) ISSUE OF BONUS SHARES:

During the year under review , there was no Bonus issue of equity shares.

D) BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

E) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND
EMPLOYEES STOCK OPTIONS:

During the financial year under review the company has not issued any shares with differential
voting rights nor granted stock option, nor Sweat Equity.

F) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR
BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES: N.A.

G) RIGHT ISSUE OF SHARES

There was no right issue of shares during the year.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant, material orders passed by the regulators or Courts or Tribunals, which would
impact the going concern status of the company and its future operations.

Subsidiaries, Joint Ventures or Associate Companies

The company does not have any subsidiaries, joint ventures or Associate Company.

Accounts, Auditors and Audit Report
Statutory Auditor

M/s. DGMS & Co., Chartered Accountants (Firm Registration No. 0112187W) were appointed as
Statutory Auditors of the Company at the 50th Annual General Meeting (AGM) held on 29^th
September 2021, for a term of 5 years to hold office from the conclusion of the 50^th AGM till the
conclusion of 55^th AGM.

Accounts:

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not
call for any further comments. There are no qualifications or observations made by the Statutory
Auditor in the said report. During, FY 2024-25, the Statutory Auditors had not reported any matter
under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section
134(3) of the Act.

Auditors' Report:

The Audit Reports dated 14^th May, 2025 issued by M/s. DGMS & Co, Chartered Accountants, and
Statutory Auditors on the company's standalone financial statements for the financial year ended
2024-25 is a part of Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. Mehta & Mehta,
Practicing Company Secretaries, (COP No. 11226), to conduct a Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed
herewith at Annexure I to this Report. There are no qualifications or observations made by the
Secretarial Auditor in the said report. During FY 2024-25, the Secretarial Auditors had not reported
any matter under Section 143(12) of the Act.

Further as per the SEBI (LODR) (3rd Amendment) Regulations, 2024, the Board of Directors, at its
meeting held on 08^th September, 2025, based on the recommendation of the Audit Committee, has
approved the appointment of RVSP &Co., Practicing Company Secretaries, a peer-reviewed firm
Membership No F8759 COP: 13983, as the Secretarial Auditors of the Company for a term of five
consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of
the Members at the forthcoming Annual General Meeting.

Cost Auditors and Cost Records

Pursuant to the provisions of Section 148 of Companies Act, 2013 and rules made thereunder, The Board
of Directors, on the recommendation of the Audit Committee, has appointed Mr. Krishna Murthy,
Bangalore , Cost Accountants (Firm Regn. No. FCMA7658 ) as the Cost Auditor to audit the cost records
for the financial year ending 31^st March 2026 Remuneration payable to the Cost Auditor is subject to
approval by the members of the Company. Accordingly, a resolution seeking members' approval for the
remuneration payable to Mr. Krishna Murthy Cost Accountants, forms part of Notice convening 54^th AGM
of the Company, along with relevant details of the proposed remuneration.

The Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of
the Act and free from any disqualification specified under Section 141(3) and proviso to Section 148(3)
read with Section 141(4) of the Companies Act, 2013. In terms of Section 148 of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and
maintained by the Company as specified by the Central Government under sub-section (1) of Section 148
of the Act.

Disclosure as per the Companies (Accounts) Amendment Rules, 2018:

The company has made and maintained its Cost accounts and records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014.

Internal Auditors

The Company has appointed M/S B Gangadhara and Co., Chartered Accountant, Davangere,
(Membership No. 024094) as Internal Auditor of the Company, to conduct internal audit and to issue
report thereon from financial year 2025-26 to the financial year 2027-28 and to review internal
controls and operating systems and procedures as per the scope of the audit. The Internal Audit
Reports of the company are reviewed by the Audit Committee on a monthly basis. The Internal
Auditors send the quarterly audit observation to the company and the same were presented to the
Audit Committee, during the year.

Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of
the Company, Smt. Swathi Shamanur (DIN: 10596097), Director of the Company, is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re¬
appointment. The Board of Directors recommends her re-appointment at the forthcoming Annual
General Meeting. Brief Resume Smt. Swathi Shamanur, Director is circulated to the members as
part of this Annual report.

The Board of directors and KMP consists of:

Details of Board of directors

Changes in the Board of Directors during the Financial Year 2024-25

Appointment of Mrs. Swathi Shamanur as an Additional Director with effect from 19^th April, 2024,
who was subsequently regularized as a Director at the Extra-Ordinary General Meeting held on 15^th
May, 2024.

Resignation of Mrs. Rekha Ganesh from the office of Director with effect from 4^th May, 2024.

Appointment of Mrs. Vinita Dilip Modak as an Additional Non-Executive Independent Director with
effect from 6^th September, 2024, who was regularized as an Independent Director at the Annual
General Meeting held on 30^th September, 2024.

Appointment of Mrs. Hima Bindu Sagala as an Additional Non-Executive Independent Director with
effect from 6^th September, 2024, who was regularized as an Independent Director at the Annual
General Meeting held on 30^th September, 2024.

Re-appointment of Mr. Shamanur Shivashankarapppa Ganesh as the Managing Director of the
Company for a further period of five years, effective from 24^th September, 2024 to 23^rd September,
2029, approved at the Annual General Meeting held on 30^th September, 2024.

Cessation of Mr. Tumbegere Rudrappa from the position of Independent Director with effect from
4^th October, 2024, upon completion of his tenure.

Resignation of Mrs. Veena Umpathy from the position of Independent Director with effect from 6^th
September, 2024, due to pre-occupation and other personal commitments.

Mr. Thappagondanahally Rajashekharappa ceased to be an Independent Director of the Company
with effect from June 16, 2025. Upon completion of his tenure.

Mr. Achal Kapoor has been appointed as an Additional Director (Non-Executive, Independent) of
the Company with effect from July 16, 2025, till the ensuing AGM. Subject to shareholders' approval,
he shall further be appointed as an Independent Director.

The designation of Mr. Abhijith Ganesh Shamanur was changed to non-executive director with
effect from 30^th August 2024.

Details of KMPs:

* Ms. Nidhi Vaswani resigned from the position of Company Secretary and Compliance Officer with
effect from 20^th May, 2025. Subsequently, Miss Uma Singh was appointed as the Company Secretary
and Compliance Officer with effect from 16^th June, 2025.

Deposits

During the year under review, your Company has not accepted any deposits from public within the
meaning of Sections 73 and 74 of the Companies Act, 2013 (the “Act") and the Companies
(Acceptance of Deposits) Rules, 2014.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Information as
per the Companies Act, 2013 and the rules framed there under relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed
hereto as Annexure II.

Disclosures/Reporting:

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules 2014, the Annual Return of the Company for FY 2024-25 is available on the website
of the Company at https://davangeresugar.com/financials/.

Number of Meetings of Board

During the Financial Year 2024-25, Twelve (12) Board Meetings were conducted on 19^th April, 2024,
24^th May, 2024, 31^st May, 2024, 15^th July, 2024, 30^th August, 2024, 6^th September, 2024, 27^th
September, 2024, 15^th October, 2024, 9^th November, 2024, 14^th November, 2024, 18^th January, 2025
and 28^th March, 2025 .

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been
followed along with no material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs
of the Company as on 31^st March, 2025 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

(d) that the Directors have prepared the annual accounts on a 'going concern' basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

Committees of the Board

The Board has currently four Committees namely - Audit Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee, and Nomination and Remuneration Committee.
The terms of reference of the Board Committees are in compliance with the provisions of the Companies
Act, 2013, SEBI LODR Regulations, and are also reviewed by the Board from time to time. The role and
composition of these Committees, including the number of meetings held during the financial year and
the related attendance are provided in the subsequent paragraphs.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes
to the financial statements. During the year under review, there were no loans, guarantee or investment
requiring the Compliance of Section 186(3) of the Companies Act, 2013.

Performance Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has undertaken an
evaluation of its own performance, the performance of its Committees, and of all the individual Directors
based on various parameters relating to roles, responsibilities, and obligations of the Board, effectiveness
of its functioning, the contribution of Directors at meetings and the functioning of its Committees. The
performance evaluation of the Chairman and Non-Independent Director was carried out by the
Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with
the evaluation process.

The meeting of Independent Directors of the Company was held on 14^th February, 2025, to discuss matters
as per the provisions of Companies Act, 2013 and the Listing Regulations. The Board hereby confirms that
the Company has received necessary declaration from each of the independent directors under Section
149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The company has devised a policy naming (Nomination & Remuneration Policy) for performance
evaluation of Independent Directors, Board, Committees and other individual directors which includes the
criteria and process for the performance evaluation of the Executive/ Non-executive directors and
Committees and the Board as a whole. The policy is uploaded on the website of the company under
Investor section at https://davangeresugar.com/policies-and-codes/

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a
Nomination and Remuneration policy namely "Nomination & Remuneration Policy" in line with the
requirement of Section 178 of the Companies Act, 2013. The policy inter alia provides the procedure for
selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria
for determining qualifications, positive attributes, and independence of Directors.

Board Evaluation

Pursuant to the provisions of section 134(3)(p) the Companies Act, 2013, the Board of directors of the
company is committed to get its performance evaluated in order to identify its strength and areas in which

it may improve its functioning. In this regard, the Nomination and Remuneration Committee has
established the process for evaluation of the performance of Directors, including the Independent
Directors.

The company has devised a policy naming (Nomination & Remuneration Policy) for performance
evaluation of Independent Directors, Board, Committees and other individual directors which includes the
criteria and process for the performance evaluation of the Executive/ Non-executive directors and
Committees and board as a whole. The policy is uploaded on the website of the company under Investor
section at https://davangeresugar.com/policies-and-codes/.

During the year under review as per the policy for the performance evaluation, formal annual evaluation
of the performance of the Directors, including independent directors, the board and its committees was
made by the Nomination & Remuneration Committee in their respective meetings.

Contracts and Arrangements with Related Parties

All Contracts/arrangements entered by the Company during the financial year with related parties were
in the ordinary course of business and on an arm's length basis. None of the transactions were material
in terms of section 188 of the Companies Act, 2013. The details of transactions with related parties are
given in notes to the financial statements. Details showing the disclosure of transactions with related
parties as required under IND AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the
financial statements.

The Company's Policy on Related Party Transactions may be accessed on the Company's website at
https://davangeresugar.com/corporate-governance/

Risk Management Policy

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This
framework seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company's competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels
including documentation and reporting.

Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197
of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are appended as Annexure III to this Report.

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to
recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to
identify risk owners for all types of risks. The Company's Risk Management Policy is based on the
philosophy of achieving substantial growth while mitigating and managing risks involved.

The Company's internal control systems with reference to the financial statements are adequate and
commensurate with the nature of its business and the size and complexity of its operations. Periodic
audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the
operations have been laid down by the Company.

Application made or any proceeding pending under the insolvency and bankruptcy code:

As on the date of the Report no application is pending against the Company under Insolvency and
Bankruptcy Code, 2016 and the Company did not file any application under IBC during the F.Y. 2024¬
25.

Details of difference between valuation amount on one time settlement and valuation while
availing loan from banks and financial institutions:

During the year under review there has been no one-time settlement of loans taken from Banks and
Financial Institution.

Corporate Social Responsibility

Every company having net worth of Rs. 500 Crore (Rupees Five Hundred Crore) or more, or turnover of
Rs. 1,000 Crore (Rupees One Thousand Crore) or more or a net profit of Rs. 5 Crore (Rupees Five Crore) or
more during the immediately preceding financial year shall constitute a Corporate Social Responsibility
Committee of the Board consisting of three or more directors, out of which at least one director shall be
an independent director.

The Company has met this criterion for the Financial Year 2024-25 year also similarly as previous Financial
Year as the net profit of the company exceeds Rs. 5 Crore (Rupees Five Crore). Your Company is committed
to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society.

The CSR Policy of the Company may be accessed on the Company's website at
https://davangeresugar.com/policies-and-codes/. The report on the CSR activities is appended at
Annexure IV to the Board's Report. The details relating to the composition, powers, roles, terms of
reference etc. of CSR Committee are given in detail in the Corporate Governance Report, which forms part
of this Annual Report.

Management Discussion and Analysis Report

Management discussion and Analysis Report for the year under review, as required under Regulation
34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report and the
same is marked as Annexure V.

CEO and CFO Certification:

In terms of Regulation 17(8) of the Listing Regulations, the CEO and CFO have certified to the Board of
Directors of the Company with regard to the financial statements and other matters specified in the said
regulation for the financial year 2024-25. The certificate received from the CEO and CFO is attached
herewith and the same is marked as Annexure VI.

Listing and Listing fees:

The Company affirms that the annual listing fees for the year 2024-25 to The Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE) has been duly paid. As on date there are
no outstanding dues.

Vigil Mechanism and Whistle Blower Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the company has established a vigil mechanism for

Directors and Employees to report their concerns about unethical behaviour, genuine concerns, actual or
suspected fraud or violation of the company's Code of Conduct.

The mechanism provides adequate safeguards against victimization of Directors and employees who avail
the vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of
the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available
at https://davangeresugar.com/policies-and-codes/ under Investor desk.

Company Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI)

The Board of Directors has code of practices and procedures for fair disclosure of unpublished price
sensitive information (UPSI) in accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2015. Under this code the company lays down guidelines and procedures and
principles to be followed, and disclosures to be made while dealing with shares of the Company, as well
as the consequences of violation.

The policy has been formulated to regulate, monitor and ensure reporting of deals by Designated Persons
and connected persons to maintain the highest ethical standards of dealing in Company securities.

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Company adopted the new "Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information"("Fair Disclosure Code") incorporating a policy
for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations
w.e.f. 1^st April, 2019.

The Revised Insider Trading Code or Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information (UPSI), is available on our website at
https://davangeresugar.com/policies-and-codes/.

Compliance with the Code of Conduct

The Board has formulated a code of Conduct for the Board Members and Senior Management of the
company, which has been posted on the website of the company. It is affirmed that all the directors and
senior management have complied with the code of conduct framed by the company and confirmation
from all the directors, KMP and senior management has been obtained in respect of the F.Y. 31^st March
2025.

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirements relating to the constitution of the Internal Complaints
Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the Act") and the Rules framed thereunder.

The details of complaints pertaining to sexual harassment during the financial year are as under:

Corporate Governance

Your Company is committed to good corporate governance aligned with the best corporate practices. In
compliance with Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate
Governance forms part of this Annual Report. A Certificate from the Practicing Company Secretary
confirming compliance of the conditions of Corporate Governance as stipulated under the Listing
Regulations is appended as Annexure VII to this Report.

Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR) Regulations,2015,
Certificate of non-disqualification of Directors as on 31^st March, 2025 has been received from Practicing
Company Secretary and annexed as Annexure VIII of the Directors' report.

Material Changes & Events after Balance Sheet Date

After the date of the Balance sheet there were following material changes in the Company,

a. During the year, the Company sub-divided the face value of its equity shares from ^10 to ^1 each.
Consequently, the number of shares increased from 9,40,84,462 to 94,08,44,620, while the
aggregate paid-up share capital remained unchanged at ^94,08,44,620.

b. During the year, the Company's Authorised Share Capital was increased from ^100 Crores (10
Crore equity shares of ^10 each) to ^150 Crores (150 Crore equity shares of ^1 each). Accordingly,
the Authorised Share Capital now stands at ^15,000 Lakhs, divided into 150 Crore equity shares
of ^1 each.

Cautionary Statement:

The Board's Report and Management Discussion & Analysis may contain certain statements describing
the Company's objectives, expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially from
what is expressed herein. The Company is not obliged to update any such forward-looking statements.
Some important factors that could influence the Company's operations comprise economic
developments, pricing and demand and supply conditions in global and domestic markets, changes in
government regulations, tax laws, litigation and industrial relations.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for the assistance and co-operation received from the
financial institutions, banks, government authorities, customers, vendors and farmers, cane growers and
finally to all its members for the trust and confidence reposed on the Company. The Board further wishes
to record its sincere appreciation for the significant contributions made by employees at all levels for their
competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board

For Davangere Sugar Company Limited

Sd/- Sd/-

Shamanur Shivashankarappa Ganesh Abhijith Ganesh Shamanur

(Managing Director) (Director)

DIN:00451383 DIN :03451918

Date: 08.09.2025
Place: Davangere