Donear Industries Ltd

AGM Details

• AGM held on 26 September 2026 via VC/OAVM at the registered office.
• Record date for membership: 18 September 2026.
• Remote e-voting and AGM voting conducted; Scrutinizer report issued.

Resolutions & Outcomes

• Item 1 passed: adopt Audited Standalone and Consolidated Financial Statements.
• Item 2 passed: final dividend of Rs 0.20 per equity share.
• Item 3 passed: re-appointment of Rajendra Agarwal as MD.
• Item 4 passed: ratification of remuneration for Cost Auditors for FY 2026-27.
• Item 5 passed: approval of material related party transaction with GBTL Limited.

Director Changes

• Rajendra Agarwal re-appointed as Managing Director.

Auditors & Related Party Transactions

• Remuneration payable to Cost Auditors for FY 2026-27 ratified.
• Material related party transaction with GBTL Limited approved; value undisclosed.

AGM details

• AGM held Sep 26, 2026 at 11:00 IST via VC/OAVM.
• Meeting commenced at 11:00 and concluded at 11:56 IST.
• Remote e-voting from Sep 23 09:00 to Sep 25 17:00; Scrutinizer appointed.
• Attendance: all directors and statutory/secretarial auditors present.

Resolutions

• Adoption of audited standalone and consolidated financial statements for FY ended Mar 31, 2026.
• Declaration of dividend on equity shares at Rs 0.20 per share.
• To reappoint Rajendra Agarwal, retiring by rotation.
• To ratify remuneration payable to Cost Auditors for FY 2026-27.
• To approve Material Related Party Transaction with GBTL Limited.

Voting results

• All resolutions passed with requisite majority.

Dividend

• Dividend declared at Rs 0.20 per equity share.

Directors

• Rajendra Agarwal re-appointed as director (retiring by rotation).

Auditors

• Remuneration of Cost Auditors ratified for FY 2026-27.

Material Related Party Transactions

• Material RPT with GBTL Limited approved.

Donear Industries Limited — Trading Window closed from Thursday, October 01, 2026 until 48 hours after the dissemination of the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026.

AR delivery via web-link

• Intimation under SEBI LODR for web-link delivery of AR 2025-26 to non-registered-email members.
• Letter sent to members without registered emails with the AR web-link.
• Annual Report 2025-26 is accessible on the company website.
• No monetary figures or governance changes disclosed.
• No governance changes noted in the filing.

Record date and dividend details

• Record Date fixed as 18 September 2026 for entitlement to final dividend.
• Dividend: Rs 0.20 per equity share of face value Rs 2.
• Payment on or after 26 September 2026, subject to AGM approval.
• Demat holders entitled as of close of business on 18 September 2026.
• Physical-share holders entitled after valid transmission requests as of 18 September 2026.
• Tax deduction at source will apply.

Standalone highlights

• Revenue from operations: 91,247.46 Lacs; YoY 91,369.78 Lacs
• Total revenue: 92,852.28 Lacs; YoY 92,097.69 Lacs
• EBIT: 8,976.62 Lacs; YoY 7,686.26 Lacs
• PAT (Standalone): 4,346.44 Lacs; YoY 3,188.82 Lacs
• EPS (Standalone): Basic & Diluted 8.36 Rs

Consolidated results

• Consolidated revenue: 92,852.28 Lacs
• Consolidated PAT: 4,343.20 Lacs; EPS 8.35 Rs

Dividend & capital allocation

• Final dividend proposed: Rs 0.20 per equity share for FY2025-26
• Record date: 18 Sep 2026
• Dividend payout: within 30 days of declaration
• CSR spend: Rs 100.00 Lacs; 2% of average net profit
• General reserve: no transfer this year

Capital structure & liquidity

• Borrowings: Rs 42,530.64 Lacs; Net debt Rs 42,119.00 Lacs
• Cash & cash equivalents: Rs 411.63 Lacs
• Equity: Rs 27,693.47 Lacs; Gearing 60.33%
• Credit rating upgraded to IND BBB+/Stable

Governance & board

• 40th AGM on 26 Sep 2026 via VC/OAVM
• Independent directors added: Joshi (Oct 2025) and Bharambe (Nov 2025)
• Cessations: Medha Pattanayak; Govind Shrikhande; Aparna Chaturvedi in 2025
• CS Sejal Shah left Aug 14 2025
• Independent Directors meeting held Feb 9, 2026

Related party transactions

• GBTL Limited RPT up to Rs 250 crore for FY2026-27
• RPT equals 27.5% of annual consolidated turnover
• RPTs at arm's length; in ordinary course
• AGM approval required for material RPTs

Associate & subsidiaries

• Neo Stretch Private Limited: associate since 2024; 22% holding
• NSPL not yet operational
• No subsidiary; other associates disclosed per Form AOC-1

Audit & controls

• Statutory auditors: M L Bhuwania & Co LLP; Secretarial: Yogesh Sharma & Co
• Temporary 22-day non-compliance in Sep–Oct 2025; restored
• Secretarial compliance report: unqualified

CSR & governance policy

• CSR policy updates aligned with new CSR rules
• CSR spend Rs 100.00 Lacs; average net profit Rs 4,906.24 Lacs
• CSR carry forward: Rs 1.88 Lacs

AGM Details

• Fortieth AGM scheduled September 26, 2026 at 11:00 AM IST via VC/OAVM.
• Record date for dividend set at 18 September 2026.
• AGM conducted through VC/OAVM; registered office deemed venue.
• Remote e-voting window from September 23 to September 25, 2026.
• Notice and Annual Report available on company and exchange websites.

Ordinary Business

• Adopt audited financial statements and consolidated statements for FY 2025-26.
• Declare final dividend of Rs 0.20 per equity share.
• Re-appoint Rajendra Agarwal as Managing Director on rotation.

Special / Other Ordinary

• Ratify remuneration of Cost Auditors for FY 2026-27 at Rs 125,000.
• Approve related party transactions with GBTL Limited up to Rs 250 crore.

Acquisition details

• Target: Donear Industries Limited.
• Acquirer: Sonia Agarwal Bajaj; PACs: none.
• Promoter group: acquirer not part of promoter group.
• Exchanges: listed on BSE and NSE.
• Acquired shares: 36,43,750 voting rights; 7.01%.
• Mode: Inter-se transfer.
• Date of acquisition: 25 August 2026.
• Post-acquisition hold: 36,43,750 shares; 7.01%.
• Pre-acquisition equity capital: 5,20,00,000 shares.
• Post-acquisition equity capital: 5,20,00,000 shares.
• Encumbrance: N.A.
• Total diluted capital after acquisition: N.A.