Shareholders meeting

Donear/SECD/SE/2026-27 September 01, 2026 To, To, The Manager, The Manager, Corporate Relations Department, Listing Department, BSE Limited National Stock Exchange of India Limited, Phiroze Jeejeebhoy Tower, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Fort, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 512519 Symbol: DONEAR Sub: Notice of Fortieth Annual General Meeting (“AGM”) – Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, Pursuant to the provisions of Regulation 30 read with Schedule III Part A Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice along with explanatory statement of 40th AGM of the Company scheduled to be held on Saturday , 26th September, 2026 at 11.00 a.m. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) in compliance with General Circular No.03/2025 dated September 22, 2025 read with the earlier circulars issued by Ministry of Corporate Affairs (“MCA”) and SEBI Circular No. SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2024/133 dated October 3, 2024 read with the earlier circulars issued by the Securities and Exchange Board of India (“SEBI”). The Notice of 40th AGM is made available on the Company’s website viz. www.donear.com Kindly take the above information on your records. Thanking You, For Donear Industries Limited Krishna Agrawal Company Secretary and Compliance Officer Encl: as above 40TH ANNUAL REPORT 2025-26 NOTICE Committee constituted/ empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) NOTICE is hereby given that the the 40th (Fortieth) Annual General to continue with the existing contract(s)/ arrangement(s)/ transaction(s) Meeting of the members of Donear Industries Limited (“the and/or enter into and/or carry out new contract(s)/arrangement(s) / Company”) will be held on Saturday, September 26, 2026 at 11:00 A.M. transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as ORDINARY BUSINESS: detailed in the Explanatory Statement, with GBTL Limited (“GBTL”), a Item no. 1 – Adoption of financial statements related party of Donear Industries Limited (“Company”) on such terms and conditions as may be agreed upon between the Company and To receive, consider and adopt the audited financial statements GBTL, for an aggregate value not exceeding Rs. 250 crore (Rupees including the consolidated financial statements of the Company for the Two Hundred and Fifty Crores only) for the Financial year 2026-2027, financial year ended March 31, 2026 and the reports of the Board of subject to such contract(s)/ arrangement(s)/transaction(s) being Directors (“the Board”) and auditors thereon. carried out at arm’s length and in the ordinary course of business of the Company; Item no. 2 – Declaration of dividend RESOLVED FURTHER THAT the Board of Directors of the Company To declare a final dividend of Rs.0.20/- per equity share for the financial (including any Committee thereof) be and is hereby authorized to do all year ended March 31, 2026. such acts, deeds, matters and things as may be considered necessary, Item no. 3 – To appoint a Director in place of Mr. Rajendra Agarwal expedient in order to give effect to this Resolution; (DIN : 00227233), who retires by rotation and being eligible, offers RESOLVED FURTHER THAT all actions taken by the Board, or by himself for re-appointment. any person so authorised by the Board, in connection with any matter To re-appoint Mr. Rajendra Agarwal, the Managing Director of the referred to or contemplated in the foregoing resolution, be and are company who retires by rotation and offers himself for re-appointment. hereby approved, ratified and confirmed in all respects.” SPECIAL BUSINESS: Notes: Item No. 4 - To ratify the remuneration payable to Cost Auditors of 1. The Explanatory Statement setting out material facts, pursuant to the Company for the Financial Year 2026-2027 Section 102 of the Companies Act, 2013 (“the Act”) and as required under Secretarial Standard - 2 on General Meetings issued by the To consider and if thought fit, to pass the following resolution as an Institute of Company Secretaries of India and Regulation 36 of Ordinary Resolution: the Securities and Exchange Board of India (Listing Obligations “RESOLVED THAT pursuant to section 148 of Companies Act, 2013 and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) in respect of Special Business under Item No. 5 of and read with Companies (Audit and Auditors) Rules, 2014 and the accompanying Notice is annexed hereto. other applicable provisions and rules made thereunder (including any statutory amendments or modifications or re-enactments thereof 2. The Notice of the AGM along with the Annual Report for the for time being in force) and pursuant to the recommendation of Audit Financial year (“FY”) 2025-26 is being sent only through electronic Committee, the remuneration payable to M/s. Y. R. Doshi & Co., Cost mode to those Members whose e-mail addresses are registered Accountants, Mumbai (Membership No. 3286), appointed by the Board with the Company or Depository Participants / Registrar & Transfer of Directors of the Company as Cost Auditors to conduct the audit of the Agent (RTA), unless any Member has requested for a physical cost records of the Company for the Financial year ending March 31, copy of the same. The Notice and Annual Report FY 2025-26 2027, amounting to Rs. 125,000/- be ratified; is available on the following websites a) Company’s website at RESOLVED FURTHER THAT the approval of the Company be https://donear.com/investor b) BSE Limited at www.bseindia.com c) National Stock Exchange of India Limited at www.nseindia.com accorded to the Board of Directors of the Company (including any and d) NSDL at https:/www.evoting.nsdl.com. Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including 3. The Ministry of Corporate Affairs (“MCA”) permitted holding of seeking all necessary approvals to give effect to this Resolution and the AGM through VC/OAVM, without physical presence of the to settle any questions, difficulties or doubts that may arise in this Members at a common venue. In compliance with the MCA regards.” Circulars, AGM of the Company is being held through VC/ OAVM. Item No. 5 - To approve the Material Related Party Transaction The Registered Office of the Company shall be deemed to be with the GBTL Limited the venue for the AGM. [General Circular Nos. 14/2020 dated 8th April, 2020 and 17/2020 dated 13th April, 2020, in relation to To consider and if thought fit, to pass the following resolution as an “Clarification on passing of ordinary and special resolutions by Ordinary Resolution: companies under the Companies Act, 2013, General Circular Nos. 20/2020 dated 5th May, 2020 and subsequent circulars issued in “RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other this regard, the latest being General Circular No. 03/2025 dated applicable regulations of the Securities and Exchange Board of India September 22, 2025 in relation to “Clarification on holding of AGM (Listing Obligations and Disclosure Requirements) Regulations, 2015 through VC/ OAVM, collectively referred to as “MCA Circulars’). In (“the Listing Regulations”), the applicable provisions of the Companies compliance with the provisions of the Companies Act, 2013 (‘the Act, 2013 (“the Act”) read with the related rules framed thereunder Act), the Listing Regulations and MCA Circulars. (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/ statutory provisions, 4. To support the ‘Green Initiative’, Members who have not yet if any, and the Company’s Policy on Related Party Transa [Showing first 8,000 characters — download PDF for full document]