Davangere Sugar Company Ltd

FCCB conversion and equity allotment

• Allotment of 26,59,05,000 equity shares at INR 3.60 per share on conversion of USD 10,000,000 FCCBs.
• Wave Capital Limited: 40 FCCBs converted to 10,63,62,000 shares.
• Emerging Market Opportunities Ltd: 30 FCCBs converted to 7,97,71,500 shares.
• Global Focus Fund: 30 FCCBs converted to 7,97,71,500 shares.
• Paid-up capital increased to INR 169,58,95,798; 169,58,95,798 shares of INR 1 each.
• 900 FCCBs remain outstanding post-conversion.

Financial highlights

• Total Income: ₹24,109.89 Lakhs (FY2025-26).
• Revenue from Operations: ₹23,877.30 Lakhs.
• EBITDA: ₹5,068.74 Lakhs.
• Net Profit: ₹740.60 Lakhs.
• EPS: Basic ₹0.06; Diluted ₹0.06; Cash ₹0.14.
• PBDIT Margin 21.23%; PBIT 15.91%; PBT 4.60%; Net Margin 3.56%.
• Current Ratio 1.96x; Quick Ratio 1.10x.
• Debt-Equity 0.60x; Asset Turnover 0.30x.
• Rights Issue proceeds ₹14,921.80 Lakhs; paid-up capital ₹142.99 Cr.
• Post-issue diluted share capital 1,536,401,877 shares (₹153.64 Cr).
• Gearing ratio 5.14%

Operations & capacity

• Sugar capacity: 4750 TCD; Ethanol: 65 KLPD; Co-generation: 24.45 MW.
• FY2026 capacity utilization: Sugar 53.89%; Co-gen 58.91%.
• Cane crushed: 187,913.11 MT; Sugar production: 137,840 Quintals.
• Power generated FY26: 27,998,000 KWh.
• Cane area: ~4,800 hectares; 5,255 farmer connections.
• Effluent Treatment Plant in place; environmental stewardship.
• 5 warehouses store up to 6 lakh quintals of sugar.

Capital structure & funding

• Authorised share capital raised to ₹450 Crore; MOA amended.
• Rights issue: 48,91,46,178 shares at ₹3.05; ₹14,921.80 Lakhs raised.
• Paid-up capital after rights: ₹142.99 Crore; post-issue diluted capital ₹153.64 Crore.
• Long-term borrowings: ₹3,249.61 Lakhs; short-term borrowings: ₹21,754.84 Lakhs.
• Net debt: ₹2,592.91 Lakhs; Debt-Equity 0.60x; gearing 5.14%.
• Post-issue equity capital: 1,536,401,877 shares.

Convertible warrants & pricing

• Proposed issue: up to 10,64,11,079 Convertible Equity Warrants to promoter group.
• Warrant price: ₹3.77; adjusted against promoter loan ₹40.11 Crore.
• Warrants exercisable within 18 months; pari passu equity upon conversion.
• Relevant Date: 13 Aug 2026.
• Fair value per share and floor price: ₹3.77 under ICDR Regulations.
• Promoter group: Ganesh S S and Abhijith Ganesh Shamanur.

Governance & audits

• Statutory Auditor: M/s DGMS & Co; ₹5 Lakhs fee; five-year term proposed.
• Secretarial Auditor: M/s CS Prashanth D. Shedbal; no qualifications.
• CEO/CFO certification submitted.
• Independent Directors: Vinita Modak, Hima Sagala; Achal Kapoor appointed 2025.
• Board meetings: 13; Audit Committee: 6 meetings.

Material related party transactions

• Aurevant Global Ltd: material RPT; bridge financing up to USD 100 million.
• Company to provide guarantees, security, and share pledges; conversion of loans into warrants.
• Aurevant is a DSCL wholly owned subsidiary; DSCL to exercise arm's length terms.

CSR & ESG

• CSR spend ₹42.61 Lakhs; 2% target ₹29.99 Lakhs; excess ₹12.62 Lakhs carried forward.
• CSR activities: green belt development ₹17.17 Lakhs; education for economically weaker students ₹2.71 Lakhs; Advaith Educational Trust ₹10.64 Lakhs.
• CSR Committee chaired by Achal Kapoor; meeting held 10 Nov 2025.

Outlook & risks

• Ethanol expansion and green energy focus; regulatory, climate and sugar-price volatility remain key risks.
• Industry dynamics: policy changes, monosoon variability, and inflationary pressures could affect earnings.

AGM Details

• Date/time: 12 September 2026, 11:00 IST; venue: Thogataveera Samudhaya Bhavana, Davangere.
• Mode: Physical AGM; e-voting window Sep 9–11, 2026; voting cut-off Sep 5, 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Abhijith Ganesh Shamanur on rotation.
• Ordinary: Appoint M/s DGMS & Co as Statutory Auditors for five years; remuneration fixed.
• Ordinary: Ratify cost auditor remuneration of ₹50,000 plus GST for 2026-27.
• Ordinary: Increase authorised share capital to ₹450 crore; MOA amended.
• Special: Approve loans or investments beyond limits under Section 186.
• Special: Authorise overseas investments up to USD 100 million.
• Special: Issue convertible equity warrants to promoter group.
• Ordinary: Approve material related party transactions with Aurevant Global Ltd.
• Special: Approve dilution of shareholding and asset disposal of overseas subsidiary.

Voting Status

• Outcome of resolutions not disclosed in the filing.

Auditors & Directors

• Director re-appointment: Abhijith Ganesh Shamanur to be re-appointed.
• Statutory Auditor appointment: M/s DGMS & Co for five years; ₹5,00,000 fee plus taxes.
• Cost Auditor remuneration ratification: ₹50,000 plus GST for 2026-27.

Material & Other Approvals

• Overseas investments up to USD 100 million.
• Bridge financing with Aurevant up to USD 100 million.
• Promoter group warrants issued up to 10,64,11,079 at ₹3.77 each.
• RPT disclosure with Aurevant Global Ltd detailing terms.
• No change in control; promoters remain in control after the transaction.

Regulatory publication

• Publication of extract of unaudited quarterly results for quarter ended 30 June 2026.
• Newspapers: The New Indian Express (English) and Vijaya Karnataka (Kannada) dated 15 August 2026.
• Filed under Regulation 47 of SEBI LODR for listing disclosures.

Financial snapshot

• Revenue from operations: Rs 3,471.56 lakhs for quarter ended 30-Jun-2026.
• Total income: Rs 3,520.33 lakhs for the quarter.
• Net profit after tax: Rs 93.84 lakhs.
• Profit before tax: Rs 128.09 lakhs.
• Basic EPS: Rs 0.007; Diluted EPS: Rs 0.007.
• Finance cost: Rs 718.92 lakhs; Power & fuel: Rs 235.61 lakhs.
• Distillery revenue: Rs 3,507.66 lakhs; Distillery PBT: Rs 1,583.96 lakhs.
• Current tax: Rs 35.64 lakhs; Deferred tax: Rs -1.39 lakhs.

Segment highlights

• Distillery revenue dominates quarterly sales at Rs 3,507.66 lakhs.
• Total segment assets: Rs 87,468.19 lakhs; liabilities: Rs 36,959.07 lakhs.

Corporate actions & notes

• Board approved unaudited results on 14-Aug-2026.
• Results prepared per IND AS 34; limited review by statutory auditors.
• Seasonality may cause quarterly results to differ from annual profitability.

Meeting Details

• Board meeting on August 14, 2026; time and venue not disclosed.

Key Agenda Items

• Standalone unaudited results for quarter ended June 30, 2026, with Limited Review Report.
• Proposal to raise funds via convertible warrants or other securities through private placement, subject to approvals.

Other Notes

• No other material notes disclosed.