Dwarikesh Sugar Industries Ltd. — Proxy Solicitation & Information Statement 2025

Nov 11, 2025

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DWARIKESH SUGAR INDUSTRIES LIMITED

Corp. off.; 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400021. Tel.: 2283 2486, 2204 2945, Fax: 2204 7288 E Mail: dsilbom@dwarikesh.com Website: www.dwarikesh.com, CIN: L15421UP1993PLC018642

REF: DSIL/2025-26/205

November 11, 2025

Corporate Relationship Department National Stock Exchange of India Limited BSE Limited “Exchange Plaza” Phiroze Jeejeebhoy Towers Bandra – Kurla Complex, Dalal Street, Fort, Mumbai - 400 001 Bandra [E], Mumbai - 400 051 Fax: 22723 2082 /3132

Scrip Code - 532610

Scrip Code – DWARKESH

Subject: Submission of Postal Ballot Notice pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Further to our letter dated October 31, 2025, and Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of Postal Ballot along with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013.

The Postal Ballot Notice seeks approval of the members of the Company by way of Special Resolutions for the reappointment of Shri Rajan Krishnanath Medhekar (DIN: 07940253) and Shri Gopal Bhimrao Hosur (DIN: 08884883) as Non-Executive Independent Directors of the Company for a second term of five consecutive years from November 2, 2025 to November 1, 2030 (both days inclusive).

The Notice of Postal Ballot together with the Explanatory Statement is being sent to the shareholders through electronic means on November 11, 2025. The e-voting facility shall commence on Thursday, November 13, 2025 (9:00 a.m. IST) and end on Friday, December 12, 2025 (5:00 p.m. IST). The results of the Postal Ballot will be declared on or before Sunday, December 14, 2025.

The Postal Ballot Notice will also be available on the website of the Company at www.dwarikesh.com, the website of e-voting service provider i.e., CDSL at www.evotingindia.com and on the websites of BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

You are requested to take the same on record and disseminate the information on your respective websites.

Thanking you,

Yours faithfully BALKISHAN Digitally signed by BALKISHAN JAWARILAL JAWARILAL MAHESHWARI MAHESHWARI Date: 2025.11.11 16:37:21 +05'30'

B. J. Maheshwari Managing Director & CS cum CCO (DIN: 00002075)

Encl: as above.

Regd. Office & factory: Dwarikesh Nagar – 246 762, Dist. Bijnor, (U.P.) * Tel.: 01343 – 267057-64 *Fax : 01343 - 267065

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DWARIKESH SUGAR INDUSTRIES LIMITED

Regd. Office & factory: Dwarikesh Nagar – 246 762, Dist. Bijnor, (U.P.) Tel.: 01343 – 267057-64; Fax: 01343 - 267065 Corp. off.; 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400021. Tel.: 2283 2486, 2204 2945; Fax: 2204 7288 E Mail: investors@dwarikesh.com; Website: www.dwarikesh.com CIN: L15421UP1993PLC018642

NOTICE OF POSTAL BALLOT

(PURSUANT TO SECTION 110 AND 108 OF THE COMPANIES ACT, 2013(THE “ACT”) READ WITH RULE 22 AND 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND AMENDMENTS THERETO)

TO THE MEMBERS OF THE COMPANY

NOTICE is hereby given that pursuant to provision of Section 110 read with Section 108 and all other applicable provisions if any, of the Companies Act, 2013 (“Act”) read with the Rule 20 Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings/ conducting postal ballot process through electronic voting (“remote e-voting”) vide General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (collectively referred to as “MCA Circulars”) and any other applicable laws and regulations, the following special business is proposed to be passed as a Special Resolution by the Members of Dwarikesh Sugar Industries Limited (“Company”) through Postal Ballot only by voting through electronic means (“remote e- voting”).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/ Registrar and Transfer Agent (‘RTA’). If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e- voting. The detailed procedure for remote e-voting process forms part of the ‘Notes’ section of this Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions for remote e-voting are appended to this Notice.

The Board of Directors vide their resolution dated October 31, 2025, have appointed Mr. Vijay Mishra (ICSI Membership No. F5023), VKM & Associates, Company Secretaries in Practice, Mumbai, as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice. Postal Ballot Notice dated October 31, 2025, is placed on the website of the Company at www.dwarikesh.com , website of e- voting service provider i.e., CDSL at www.evotingindia.com and on the websites of National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com .

E-voting facility is available at the CDSL portal at www.evotingindia.com. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting	Thursday, November 13, 2025, 9.00 a.m. (IST)
End of e-voting	Friday, December 12, 2025, 5.00 p.m. (IST)

The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time. The last date of e- voting, i.e., December 12, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority. Further, resolution passed by the Members through Postal Ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Sunday, December 14, 2025. The said results along with the Scrutinizer’s Report would be intimated to National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.dwarikesh.com and on the website of CDSL at www.evotingindia.com.

In case of any grievance or query, members may contact the RTA at, MUFG Intime India Private Limited (“RTA”), C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083. Tel: +91 8108116767 Fax: +91 022 - 4918 6060, Maharashtra. E-mail: Investor.helpdesk@in.mpms.mufg.com

SPECIAL BUSINESS

1. TO APPROVE THE RE-APPOINTMENT OF SHRI RAJAN KRISHNANATH MEDHEKAR (DIN: 07940253) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013(herein after referred to as “the Act”), and Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulation(s) of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), in accordance with the provisions of Articles of Association of the Company, Shri Rajan Krishnanath Medhekar (DIN: 07940253), who holds office as an Independent Director up to November 1, 2025, who being eligible for reappointment for a second term and in respect of whom the Company has received a consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of (5) Five consecutive years with effect from November 2, 2025 up to November 1, 2030 (both days inclusive)

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) or the Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution”.

2. TO APPROVE THE RE-APPOINTMENT OF SHRI GOPAL BHIMRAO HOSUR (DIN: 08884883) AS A NONEXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013(herein after referred to as “the Act”), and Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulation(s) of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), in accordance with the provisions of Articles of Association of the Company, Shri Gopal Bhimrao Hosur (DIN: 08884883), who holds office as an Independent Director up to November 1, 2025, who being eligible for re-appointment for a second term and in respect of whom the Company has received a consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of (5) Five consecutive years with effect from November 2, 2025 up to November 1, 2030 (both days inclusive).

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) or the Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution”.

By the Order of the Board, For Dwarikesh Sugar Industries Limited

Sd/-

B. J. Maheshwari Managing Director & CS cum CCO (DIN: 00002075)

Date : October 31, 2025

Place : Mumbai

Registered Office :

Dwarikesh Sugar Industries Limited Dwarikesh Nagar-246762, Dist: Bijnor, Uttar Pradesh CIN: L15421UP1993PLC018642 Web: www.dwarikesh.com E-mail: investors@dwarikesh.com Tel: 01343-267061 - 64 Fax: 01343-267065

NOTES:

1. A statement pertaining to the aforesaid resolutions setting out the material facts, as required under Section 102(1) of the Act and as per Regulation 36(3) of the SEBI Listing Regulations is annexed to this Notice.

2. In terms of the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by e-mail to all those members, whose e-mail addresses are registered with the Company or the RTA or with the depository(ies)/depository participants and whose names appear in the register of members/ list of beneficial owners as on the cut-off date i.e. Friday November 7, 2025. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

4. The Postal Ballot Notice is uploaded on the website of the Company at www.dwarikesh.com, the website of e-voting service provider i.e., CDSL at www.evotingindia.com and on the websites of National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com.

5. Members who have not yet registered/ updated their e-mail addresses are requested to register/ update the same with their Depository Participants (DP) in case the shares are held in demat mode and with Company’s RTA, in case the shares are held in physical mode. Members are requested to register/ update their e-mail addresses to enable the Company/ RTA to send communications through e-mail.

6. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to RTA in case the shares are held by them in physical form.

7. Members are requested to send all communications relating to shares to the Company’s Registrar and Transfer Agents (RTA) at the following address:

M/s. MUFG INTIME INDIA PRIVATE LIMITED

C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.

Tel: +91 8108116767 Fax: +91 022 - 4918 6060 Email: Investor.helpdesk@in.mpms.mufg.com

1. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically by the Members from the date of circulation of this Postal Ballot Notice up to the last date of e-voting. Members seeking to inspect such documents are requested to send an email from their registered e-mail address to investors@dwarikesh.com mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect.

2. The Board of Directors has appointed M/s VKM & Associates, Practicing Company Secretaries (FCS No. F-5023 & COP No.4279), Practicing Company Secretaries, as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

3. In accordance with the MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Company is sending the Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-voting only.

4. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with the relevant circulars, and the applicable MCA Circulars, the Company is pleased to offer remote e-voting facility to Members to cast their vote electronically. The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider”) for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.

5. The e-voting period commences from Thursday , November 13, 2025, 9.00 a.m. (IST) onwards to Friday, December 12, 2025, 5.00 p.m. (IST). The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Member, he/ she shall not be allowed to change it subsequently.

6. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Friday, December 12, 2025.

The procedure to login to e-voting website as detailed hereunder:

In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Rules, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the Company has provided the facility of remote e-voting to all Members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL to provide remote e-voting facility to its Members.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• i. The voting period begins on Thursday, November 13, 2025, 9.00 a.m. (IST) onwards to Friday, December 12, 2025, 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, November 7, 2025, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders

holding shares in demat mode.

• i. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
IndividualShareholdersholding securities in Dematmode with CDSL Depository	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSLwebsite www.cdslindia.comand click on login icon & New SystemMyeasi Tab. After successful login the Easi / Easiest user will be able to see thee- Voting option for eligible companies where the e-voting is inprogress as per the information provided by company. On clickingthe e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access thesystem of all e- Voting Service Providers, so that the user can visitthe e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login &New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page byproviding Demat Account Number and PAN No. from a e-Voting linkavailable on www.cdslindia.comhome page. The system willauthenticate the user by sending OTP on registered Mobile & Emailas recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-votingService Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	If you are already registered for NSDL IDeAS facility, please visit thee- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” whichis available under ‘IDeAS’ section. A new screen will open. You willhave to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be ableto see e-Voting page. Click on company name or e-Voting serviceprovider name and you will be re-directed to e-Voting serviceprovider website for casting your vote during the remote e-Votingperiod. If the user is not registered for IDeAS e-Services, option to registeris available athttps://eservices.nsdl.com. Select “Register Onlinefor IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting systemis launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat accountnumber hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website forcasting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL fore- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will beredirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click oncompany name or e- Voting service provider name and you will beredirected to e-Voting service provider website for casting your voteduring the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders Holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdeskby sending a request athelpdesk.evoting@cdslindia.comor contact attoll free no. 18002109911
Individual Shareholders Holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdeskby sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode

and non-individual shareholders in demat mode.

• ii. Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holdingshares in Demat.	For Physical shareholders and other than individual shareholders holdingshares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, pleaseenter the member id / folio number in the Dividend Bank details field.

• iii. After entering these details appropriately, click on “SUBMIT” tab.

• iv. Shareholders holding shares in physical form will then directly reach the Company selection screen.

However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• v. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• vi. Click on the EVSN for the relevant on which you choose to vote.

• vii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• viii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• ix. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• x. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xi. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xii. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xiii. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

xiv. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at vkmassociates@gmail.com and to the Company at the email address viz; investors@dwarikesh.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company at investors@dwarikesh.com or RTA at Investor.helpdesk@in.mpms.mufg.com

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

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By the Order of the Board, For Dwarikesh Sugar Industries Limited Sd/- B. J. Maheshwari Managing Director & CS cum CCO (DIN: 00002075)

Date : October 31, 2025 Place : Mumbai

Registered Office :

Dwarikesh Sugar Industries Limited Dwarikesh Nagar-246762, Dist: Bijnor, Uttar Pradesh CIN: L15421UP1993PLC018642 Web: www.dwarikesh.com

E-mail: investors@dwarikesh.com Tel: 01343-267061 - 64 Fax: 01343-267065

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No 1 : Re- Appointment of Shri Rajan K. Medhekar (DIN: 07940253) as Non-Executive Independent Director.

Shri Rajan K. Medhekar is a retired IPS Officer. He is an officer of the premier Indian Police Service (IPS, 1975 Batch) and has served with distinction for 37 years in several important and sensitive assignments both in his cadre with the Kerala State Police, Government of Kerala, and on deputation with the Government of India. He concluded his career in the IPS as the Director General of the elite National Security Guard (NSG), India’s premier Federal Contingency Special Force for Counterterrorism and Anti-Hijack operations.

He is currently the Director General of the International Institute of Security and Safety Management (IISSM), New Delhi, a not-for-profit, ISO 9001:2015 certified training institution with a 30-year track record as a centre of excellence.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), if the Executive Chairman of the Company is a promoter, at least one-half of the Board of the Company should consist of Independent Directors. Shri Rajan K. Medhekar (DIN:07940253) was appointed as an Independent Director of the Company for a term of five consecutive years, which will conclude on November 1, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 31st October 2025, approved his re-appointment for a second term of five consecutive years commencing from November 2, 2025, up to November 1, 2030, subject to approval of the shareholders by way of Special Resolution through Postal Ballot.

To ensure continuity of office, the Board of Directors has, subject to shareholders’ approval, appointed Shri Rajan K. Medhekar as an Additional Independent Director of the Company with effect from November 2, 2025, to hold office until the declaration of the results of this Postal Ballot. Upon approval of the shareholders, he shall be deemed re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from November 2, 2025, and ending on November 1, 2030.

Shri Rajan K. Medhekar is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 (“the Act”). He has confirmed that he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority. The Company has also received his consent to act as a Director of the Company along with a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board and in terms of Section 152 read with Schedule IV of the Act, the proposed appointment fulfils the conditions specified under the Act and the rules made thereunder as well as the applicable provisions of the SEBI Listing Regulations and he is independent of the management.

The Board has duly considered and taken on record the declarations submitted by him and is of the opinion that he is a person of integrity and possesses the requisite skills, expertise, and experience that would be of immense value to the Company.

Other than Shri Rajan K. Medhekar, none of the Directors, Key Managerial Personnel of the Company, or their relatives are, directly or indirectly, concerned or interested, financially or otherwise, in this resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board is of the opinion that Shri Rajan K. Medhekar possesses requisite skills, experience, and knowledge relevant to the Company’s business and it would be of immense benefit to the Company to have his association with the Company as an Independent Director of the Company and accordingly recommends passing of the special resolution set out in Item No. 1 of this notice for approval of the members.

Item 2: Re- Appointment of Shri Gopal B. Hosur (DIN: 08884883) as Non-Executive Independent Director

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), if the Executive Chairman of the Company is a promoter, at least one-half of the Board of the Company should consist of Independent Directors. Shri. Gopal B Hosur (DIN: 08884883) was appointed as an Independent Director of the Company for a term of five consecutive years, which will conclude on November 1, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 31st October 2025, approved his re-appointment for a second term of five consecutive years commencing from November 2, 2025 upto November 1, 2030, subject to approval of the shareholders by way of Special Resolution through Postal Ballot.

To ensure continuity of office, the Board of Directors has, subject to shareholders’ approval, appointed Shri Gopal B. Hosur as an Additional Independent Director of the Company with effect from November 2, 2025, to hold office until the declaration of the results of this Postal Ballot. Upon approval of the shareholders, he shall be deemed re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from November 2, 2025, and ending on November 1, 2030.

Shri Gopal B. Hosur is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 (“the Act”). He has confirmed that he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority. The Company has also received his consent to act as a Director of the Company along with a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Shri Gopal B. Hosur is a retired IPS Officer with more than 36 years of experience in public service. During his distinguished career, he has made significant contributions to good governance in the core areas of law and order, crime control, and administration of the criminal justice system, with a focus on redressing the grievances of law-abiding citizens and ensuring a safe and secure environment. After superannuation, he had a five-year stint with JSW Steel, a leading corporate house contributing to the growth of the nation’s economy, thereby gaining valuable corporate and administrative experience.

In the opinion of the Board and in terms of Section 152 read with Schedule IV of the Act, the proposed appointment fulfils the conditions specified under the Act and the rules made thereunder as well as the applicable provisions of the SEBI Listing Regulations and he is independent of the management.

The Board has duly considered and taken on record the declarations submitted by him and is of the opinion that he is a person of integrity and possesses the requisite skills, expertise, and experience that would be of immense value to the Company.

Other than Shri Gopal B. Hosur, none of the Directors, Key Managerial Personnel of the Company, or their relatives are, directly or indirectly, concerned or interested, financially or otherwise, in this resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board is of the opinion that Shri Gopal B Hosur possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be of immense benefit to the Company to have his association with the Company as an Independent Director of the Company and accordingly recommends passing of the special resolution set out in Item No. 2 of this notice for approval of the members.

By the Order of the Board,

For Dwarikesh Sugar Industries Limited

Sd/-

B. J. Maheshwari Managing Director & CS cum CCO (DIN: 00002075)

Date: October 31, 2025 Place: Mumbai

Registered Office:

Dwarikesh Sugar Industries Limited Dwarikesh Nagar-246762, Dist: Bijnor, Uttar Pradesh CIN: L15421UP1993PLC018642 Web: www.dwarikesh.com E-mail: investors@dwarikesh.com Tel: 01343-267061 - 64 Fax: 01343-267065

ANNEXURE - 1

Brief profile of Shri Gopal B. Hosur & Shri Rajan K. Medhekar in terms of the SEBI Listing Regulations and the Secretarial Standard on the General Meetings (“SS-2”) has been provided in this Explanatory Statement as under:

Name of the Director	Shri Gopal B. Hosur	Shri Rajan K. Medhekar
DIN	08884883	07940253
Date of Birth	4thMarch, 1954	12thApril, 1952
Nationality	Indian	Indian
Date of First Appointment	2nd November 2020	2nd November, 2020
Qualifications	Retired IPS	Retired IPS
Experience & Expertise	A retired IPS Officer. He has been in public service for the last 36 years and havemade contributions to good governance inthe core area of Law and Order, Crime andin administration of Criminal Justice System.	A retired IPS Officer. He is currently the Director General of the International Institute of Security and Safety Management (IISSM), institution with a30- year track record as a centre of excellence.
Number of Meetings of the Board attended during the year (FY 2024-25)	Four	Four
Shareholding of Directors in Company	Nil	Nil
Directorship held in other public companies excluding foreign and private Companies	Sobha Limited	Geojit Financial Services Limited
Chairmanship/memberships of Committees*	Chairmanship: (2) Membership: (2)	Chairmanship: (1) Membership: (3)
Details of last drawn salary	Nil	Nil
Details of remuneration sought to be paid	No remuneration is proposed to bepayable to the Director as on date, exceptsitting fees.	No remuneration is proposed to be payable to the Director as on date, except sitting fees.
No. of shares held in the Company	Nil	Nil
Relationship between Directors inter-se	NA	NA