Donear Industries Limited has informed the Exchange about Annual Report 2025-26.

Donear/SECD/SE/2026-27 September 1, 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: Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Notice of 40th Annual General Meeting (“AGM”) and Annual Report 2025-26. Dear Sir/Madam, The 40th AGM of the Company will be held on Saturday, 26th September, 2026 at 11.00 p.m. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”). Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI Listing Regulations”), we are submitting herewith the Annual Report 2025-26 containing the Notice convening the 40th AGM for the financial year 2025-26 which is sent through electronic mode to the Members, who have registered their e- mail addresses with the Company/Depository Participants. The Annual Report 2025-26 containing the Notice is also uploaded on the Company’s website viz. www.donear.com This is for your information and records. Thanking You, For Donear Industries Limited Krishna Agrawal Company Secretary and Compliance Officer Encl: As above 40TH ANNUAL REPORT 2025-26 Corporate Information BOARD OF DIRECTORS CONTENTS Mr. Rajendra Agarwal Managing Director Corporate Information 1 Mr. Ajay Agarwal Notice 2-11 Whole-Time Director Director’s Report 12-24 Mr. Kishorsinh Parmar Executive Director Management Discussion and Analysis 25-27 Mrs. Medha Pattanayak Corporate Governance Report 28-42 Independent Director (Ceased w.e.f. close of business hours of 25th September, 2025) Independent Auditor’s Report to the Members of 46-53 the Company-Standalone Mr. Govind Shrikhande Independent Director Standalone Balance Sheet 54 (Ceased w.e.f. close of business hours of 10th November, 2025) Standalone Statement of Profit and Loss 55 Mrs. Harjeet Kaur Joshi Independent Director Standalone Cash Flow Statement 56 (Appointed w.e.f. 18th October, 2025) Standalone statement of changes in equity for the 57 year ended 31st March, 2026 Mr. Hemant Bharambe Independent Director Notes to the Standalone Financial Statement for 58-92 (Appointed w.e.f. 11th November, 2025) the year ended 31st March, 2026 Mr. Aniruddha Deshmukh Independent Auditor’s Report to the Members of 93-99 Independent Director the Company-Consolidated CHIEF FINANCIAL OFFICER Consolidated Balance Sheet 100 Mr. Ashok Agarwal Consolidated Statement of Profit and Loss 101 COMPANY SECRETARY Consolidated Cash Flow Statement 102 Mrs. Krishna Agrawal (Appointed w.e.f. 26th September, 2025) Consolidated statement of changes in equity for 103 the year ended 31st March, 2026 Mrs. Sejal Shah (Ceased w.e.f. close of business hours of 14th August, 2025) Notes to the Consolidated Financial Statement for 104-138 the year ended 31st March, 2026 STATUTORY AUDITORS M/s. M L Bhuwania & CO LLP, Chartered Accountants, Mumbai CIN : L99999MH1987PLC042076 SECRETARIAL AUDITORS REGISTERED OFFICE M/s. Yogesh Sharma & Co. Donear House, 8th Floor, Plot No. A-50, Road No. 1, Practicing Company Secretaries Mumbai MIDC, Andheri (East), Mumbai – 400 093 BANKERS E-mail: investor@donear.com Website: www.donear.com State Bank of India Indian Bank Bank of Baroda REGISTRAR & SHARE TRANSFER AGENT Yes Bank Limited HDFC Bank Limited MUFG Intime India Private Limited (Formely known as Link Intime India Private Limited) WORKS / OFFICE C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Balaji Fabrics Mumbai, Maharashtra, 400083 Jolwa Village, Palsana, Surat, Gujarat E-mail: rnt.helpdesk@in.mpms.mufg.com Balaji Industries Website: https://in.mpms.mufg.com Dockmandi, Amli Village, Silvassa, Dadra & Nagar Haveli Laxmi Fab Government Industrial Estate, Masat, Silvassa, Dadra & Nagar Haveli Laxmi Garment Fabrics Bhotika House, Peenya Industrial Area, Bangalore, Karnataka 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 Co [Showing first 8,000 characters — download PDF for full document]