Your Directors present the 39^th (Thirty-Ninth) Annual Report of the Company together with the Audited Financial Statements for the Financial Year
ended March 31, 2025.

Financial Performance

(Rs. in Lakhs)

The financial performance of the Company is as follows:

Review of Financial Performance

The total standalone revenue from operations for Financial Year
2024-25 was ' 92,097.69 Lakhs as compared to ' 80,795.26 Lakhs
in previous Financial Year. During the Financial Year the Company
earned a Standalone profit before tax of ' 4,463.02 Lakhs against Profit
of ' 4,747.64 Lakhs in the Previous Year.

The Standalone Net Profit after tax for the Financial Year was ' 3,188.82
Lakhs against Profit of ' 3,471.34 Lakhs reported in the Previous Year.

The Consolidated revenue from operations for Financial Year 2024-25
was ' 92,097.69 Lakhs and Consolidated Net Profit after tax for the
Financial Year was ' 3,186.79 Lakhs.

There have been no material changes and commitments affecting the
financial position of the Company which have occurred between end of
the financial year and the date of this report. Ther remains no change
in the nature of the business of the company as well.

Dividend

The directors of the company at its Board meeting held on May 27^th
2025, has recommended a dividend of ' 0.20 (10%) per Equity share of
' 2.00 each for the financial year ended March 31,2025, subject to the
approval of members of the Company at the ensuing Annual General
Meeting (AGM).

The dividend, if approved by the members would entail a gross outflow
of ' 104 Lakhs for the Financial Year 2024-2025 and it will be taxable
in the hands of the shareholders of the company.

In consonance with the provisions of regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing

Regulations”) pertaining to formulation of a Dividend Distribution
Policy (DDR), the company falls out of the ambit of the regulations and
therefore, is not required to formulate a policy. Thus, the company after
maintaining a balance between profit retention and a fair, sustainable
and consistent distribution of profits among its members, declared the
dividend.

Transfer to General Reserve

The Board of Directors of the company has decided not to transfer any
amount to general reserves or to any such reserves during the year.

Subsidiary / Associate / Joint Venture Companies

The Company has does not have any subsidiary company. The
Company has only one associate Company.

Pursuant to the provisions of Section 1 29(3) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, a statement
containing salient features of financial statements of subsidiaries,
associates and joint venture companies in Form AOC-1 is attached to
the report as Annexure D.

Further, no subsidiary, associate, or joint venture company was formed
or ceased to exist during the financial year under review.

Issue of equity shares

During the year under review, the company has not issued any equity
shares and therefore there is no change in the issued or paid-up share
capital of the company. There is no issuance of equity shares with
differential voting rights.

Credit Rating

The Company has obtained ratings from India Ratings and Research
Private Limited. They did revise the outlook on Donear Industries
Limited from Negative to Positive while affirming the Long-Term Issuer
Rating at ‘IND BBB/Stable'.

The detailed credit rating instrument is outlined in Corporate
Governance Report which is a component of Annual Report.

Director’s Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

a) in preparation of the annual accounts for the financial year ended
31st March, 2025 the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;

b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and
of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care towards the maintenance
of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls, which are adequate
and are operating effectively;

f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate
and operating effectively.

Directors and Key Managerial Personnel

Retirement by rotation and subsequent re-appointment

Appointment(s)

During the year under review, the term of Mr. Kishorsinh Parmar who
was appointed as an Executive Professional Director of the company
with effect from August 10, 2022 was expiring on August 09, 2025.
Based on the recommendation of Nomination and Remuneration
Committee (NRC), the re-appointment of Mr. Kishorsinh Parmar as an
Executive Professional Director for another term of three years with
effect from August 10, 2025 was approved by the Board of Directors
at its Board meeting held on May 27^th 2025, subject to the approval of
shareholders in the Annual general Meeting.

During the year 2024, Mr. Govind Shrikhande, an Independent Director
(DIN : 09692520) of the company was re-appointed in the year 2024
for one year with effective from November 11, 2024 , based on the
recommendation of Nomination and Remuneration Committee and
approval of Board of Directors in the Board meeting. The approval of
the shareholders was duly taken for the same vide postal ballot.

During the year 2024-2025, Mrs. Aparna Chaturvedi was appointed as
an Additional Director in the category of Non-Executive Independent
Director based on the recommendation of Nomination and
Remuneration Committee and approval of Board of Director in a duly
held meeting effective from 14 February, 2025.

During the year 2024, Ms. Sejal Shah was appointed as a Company
Secretary and Compliance Officer of the company based on the
recommendation of the Nomination and Remuneration Committee and
approval of board of Directors, with effect from October 28, 2024.

Resignations(s)

After the closure of the financial year 2024-2025, Mrs. Aparna
Chaturvedi, one of the Independent Director of the company has
tendered her resignation from the position vide letter dated May
29^th 2025 due to her personal commitments and other professional
responsibilities and the same has been accepted and noted by Board
of Directors of the Company with effect from close of Business hours on
29^th May 2025. Mrs. Aparna Chaturvedi has also confirmed that there is
no other material reasons for her resignation.

It is to be noted that CS Sachin Gupta resigned from the post of
Company Secretary and Compliance officer with effect from July 31,
2024 which was duly noted by the Board of Directors with effect from
the close of business hours on the same day.

Key Managerial Personnel

In consonance with the provisions of Section 2(51) and 203 of the
Companies Act, 2013, read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are
the Key Managerial Personnel of the Company :

Ý Mr. Rajendra Agarwal, Managing Director

Ý Mr. Ajay Agarwal, Whole-time Director

Ý Mr. Ashok Agarwal, Chief Financial Officer and

Ý Mrs. Sejal Shah, Company Secretary and Compliance Officer

After the closure of the financial year 2024-2025, Mrs. Sejal Shah,
Company Secretary and Compliance Officer of the Company has
tendered her resignation due to unavoidable personal commitments
and the same has been accepted and noted by the Board of Directors
of the Company with effect from the close of business hours on 14^th
August 2025. Mrs. Sejal Shah has also confirmed that there is no other
material reasons for her resignation.

Independent Director(s)

Mrs. Medha Pattanayak, Mr. Govind Shrikhande and Mr. Aniruddha
Deshmukh, Independent Directors, hold office for their respective term.
They are not liable to retire by rotation pursuant to section 152(6) of
the Act.

The Company has received declarations from all the Independent
Directors of the Company confirming that each of them meet the
criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1 )(b) of the
Listing Regulations. In opinion of the Board, they fulfil the conditions of
independence as specified in the Act and the Rules made thereunder
and are independent of the management and also possess the
requisite integrity, experience, expertise, proficiency and qualifications.
There has been no change in the circumstances affecting their status
as Independent Directors of the Company.

The Independent Directors of the Company have undertaken
requisite steps towards the renewal of their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualifications of Directors) Rules, 2014.

During the year under review, the Board has also identified the list of
core skills, expertise and competencies of the Board of Directors as
are required in the context of the business and sector applicable to the
Company and mapped with each of the Directors on the Board. The
same is disclosed in the Report of Corporate Governance forming part
of the Annual Report.

Annual Evaluation of Board Performance and Performance of its
Committees and of Directors:

Pursuant to the provisions of the Act and Listing Regulations, the Board
of Directors has carried out an annual evaluation of performance of its
own, the Committees thereof and the Directors.

The Nomination and Remuneration Committee, in order to facilitate the
performance evaluation process, laid down the evaluation criteria for
the performance of Executive / Non-Executive / Independent Directors,
Chairman of the Board, Committees and the Board as a whole and
approved specific evaluation forms.

These forms were circulated to each of the Director, as applicable,
and Directors were requested to provide their valuable feedbacks and
suggestions on the overall functioning of the Board and its Committees.
Accordingly, Directors submitted their feedbacks on various parameters
such as composition, manner of circulating agenda for meetings,
participations, frequency of meetings, timeliness and accuracy of
information, infrastructure for effective deliberations, flow of information
between Board and Management, contribution towards corporate
performance, internal control, management information system, etc.

The performance of individual directors was evaluated on the basis
of parameters such as engagement, leadership, analysis, knowledge
and skills, quality of decision making, interactions, ethics and integrity,
willingness to devote time and efforts, corporate governance,
relationships with stakeholders, relationships with Management,
contribution, attendance, independent judgment, etc.

The Independent Directors at their separate meeting held on February
14, 2025, reviewed the performance evaluation of Non-Independent
Directors, the Board as a whole, the Chairperson of the Board after
taking into account the views of Executive Directors and Non-Executive
Directors of the Company and also assessed the quality, quantity and
timelines of flow of information between the Company Management
and the Board.

Policy on Director’s Remuneration

The company has curated remuneration policy for the Directors, Key
Managerial Personnel, Senior Management Personnel and other
employees. The policy is designed on the recommendation of the
Nomination and Remuneration Committee and approval of the Board
of Directors from time to time. The policy can be availed at Company's
website at www.donear.com/investor and is also disclosed in the
Corporate Governance Report which forms the part of the Annual
Report.

Number of Meetings of the Board

There were 5 (five) meetings held of Board of Directors of the
Company in financial year 2024-2025. The details of such meetings
and attendance of directors are outlined in the Corporate Governance
Report which is the component of Annual Report.

Committees of the Board

There is constitution of the following committees by the Board of
Directors, viz:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of such Committees including their composition, number of
meetings held, attendance and terms of reference as required under
provisions of the Act and Listing Regulations are disclosed in the
Corporate Governance Report, which forms part of this Annual Report.

There remain no instances where the Board had not accepted any of
the recommendations of the Audit Committee.

Auditors and Auditor’s Report

Statutory Auditors

The Members of the Company on Thirty Fourth Annual General
Meeting of the Company held on September 25, 2020, approved
the re-appointment of M/s. Kanu Doshi Associates LLP, Chartered
Accountants (Firm Registration No. 104746W/W100096), as Statutory
Auditors of the Company for the second term to hold office from
the conclusion of the Thirty Fourth Annual General Meeting till the
conclusion of Thirty Ninth AGM to be held in the year 2025.

The Audit Report certifying the financial statements of the Company for
the Financial year ended March 31,2025 is outlined in the Corporate
governance Report forming a part of this Annual Report. The Report
is without any qualification, reservation, adverse remark or disclaimer.

A total fee of ' 10.52 Lakhs for statutory audit (including out of pocket
expenses) and ' 1.14 Lakhs for other services was paid to M/s. Kanu
Doshi Associates LLP, Statutory Auditor of the Company.

Secretarial Auditors

Pursuant to Section 204 of The Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of Listing Regulations, the company is
required to conduct the secretarial audit of the Company for which M/s.
Yogesh Sharma & Co., Practicing Company Secretaries (Membership
No. F11305 / Certificate of Practice No. 12366) was appointed as
Secretarial Auditor.

The Secretarial Audit Report for the Financial Year 2024-25 is marked
and attached herewith as Annexure A. Their Audit Report confirms
that the Company has complied with applicable provisions of the
Act and the rules made thereunder, Listing Regulations, other SEBI
Regulations and laws applicable to the Company and that there
remains no non-compliance.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from
time to time, the Company is required to maintain cost records and
accordingly, such accounts are prepared and records have been
maintained relating to Textile Division every year.

The Board of Directors, on the recommendation of the Audit Committee
has re-appointed M/s. Y. R. Doshi & Co., (Firm Registration No.
000003), Cost Accountants, Mumbai, as Cost Auditors for undertaking
Cost Audit for the Financial Year ending March 31, 2026. The
Company has received their written consent and confirmation that the
appointment will be in accordance with the applicable provisions of the
Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the
Board of Directors on the recommendation of the Audit Committee and
in terms of the Act and Rules therein. A resolution seeking member's
approval for ratification of remuneration payable to Cost Auditor forms
part of the Notice convening Annual General Meeting.

Reporting of frauds by Auditors

During the year, the Statutory Auditors, the Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the
company by its Officers or Employees, to the Audit committee under
section 143(12) of the Companies Act, 2013.

Significant and Material Orders

No significant and material orders was passed by any regulators,
courts or tribunals impacting the going concern status of the Company
and its operations in future.

Corporate Social Responsibility (CSR)

Pursuant to the requirements of Section 135 of the Companies Act,
2013, the company has constituted a Corporate Social Responsibility
(“CSR”) Committee as the CSR expenditure exceeds 50 Lakhs in the
current financial year. The composition and terms of reference of the
CSR Committee are detailed in the Corporate Governance Report
forming part of this Annual Report.

The brief outline of the CSR Policy of the Company and the initiatives
undertaken by the company to contribute towards CSR during the
financial year 2024-2025 are set out in a report in the format prescribed
in Companies (Corporate Social Responsibility Policy) Rules, 2014,
which is marked and herewith attached as Annexure B to this Report.

Deposits from Public

The Company has not accepted any deposits from the public as
defined under Chapter V of the Act and as such, no amount on account
of principal or interest on deposits from public was outstanding as on
March 31, 2025.

Corporate Governance Report

Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, the Company is required to prepare a Corporate
Governance Report detailing the mechanisms of governance in the
organisation. The same forms a part of Annual Report.

In accordance with Regulation 17 to 27 of Listing Regulations, a
certificate from Statutory Auditor of the Company regarding the
compliance with the regulations and applicable provisions of Listing
Regulations, is annexed to the Corporate Governance Report forming
a part of this Annual Report.

Particulars of Employees

Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
requires a company to disclose the details regarding the remuneration
of the employees. The information pertaining to remuneration and other
details thereof are marked and attached as Annexure C, which is part
of this Report.

Secretarial Standards

During the year under review, the Company has complied with the
requirements of applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (‘ICSI’) in terms of Section 118(10) of
the Act.

Disclosure Requirements

Details of familiarization programs for Independent Directors are
available on the website of the Company at www.donear.com/investor.

Policy for determining Materiality of Events of the Company is available
on the website of the Company at www.donear.com/investor.

Policy for archival of documents of the Company is available on the
website of the Company at www.donear.com/investor.

The code of conduct for Directors and senior management of the
Company is available on the website of the Company at www.donear.
com/investor.

There has been no change in the nature of business of the Company.
Vigil Mechanism / Whistle Blower Policy

Principle of fairness, transparency, accountability and responsibility
aligned with best management practices and ethical values outlines
the essence of company's philosophy.

Keeping in view of the same, the company has framed a Vigil
Mechanism/Whistle blower policy for its Stakeholders to report genuine
concerns that could have serious and material impact on the operations
and performance of business of the Company.

The policy curated aims to provide adequate safeguards against
victimization of directors, employees and other stakeholders who use
this policy / mechanism and contains the provision of direct access to
the Chairperson of the Audit Committee in appropriate or exceptional
cases.

This policy is available on the website of the Company at www.donear.
com/investor.

Disclosure under the Sexual Harassment of Women at workplace
(prevention, prohibition and redressal) Act, 2013

In compliance with Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”), the
Company has constituted Sexual Harassment Internal Complaints
Committee, chaired by Head of Human Resource Department who is
given the responsibility of creating awareness among the female staff
on sexual harassment of women at workplace.

All Women employees whether contractual, permanent or temporary,
were made aware of appropriate ways and methods of approaching
and responding to sexual harassment concerns and incidents. Further,
they were made aware of the present laws protecting them against
any sexual abuse and were motivated to share any incident/instances
which seem suspicious and harmful to them relating to their safety.

Complying with the laws, the company has registered their Internal
committee on She-Box Portal of the government. The annual report
of financial year 2024-25 detailing the composition of committee and
the complaints received is duly uploaded on the portal. During the year
under review, there were no cases reported to the Board. The company
has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of
2013] and the details required under section 134 are as follows -

a) Number of complaints of sexual harassment received in the year - 0

b) Number of complaints disposed off during the year - 0

c) Number of cases pending for more than ninety day - 0

The details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year

Pursuant to financial year 2024-2025, there were no applications made
by the company with respect to invoking proceedings under Insolvency
and Bankruptcy Code (IBC), 2016. It is to be noted that no proceedings

are invoked against the Company under the Code and hence there
remains no pending proceeding under the Code during the year.

A statement on compliance with the provisions relating to the
Maternity Benefits Act, 1961.

The Company has complied with the provisions of the Maternity
Benefits Act, 1961.

Disclosure on One Time Settlement

During the year under review, the Company has not made any one-time
settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at
the time of on time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof
is not applicable.

Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not made any
investment. Further, the Company has not given any loans or corporate
guarantee or provided any security during the year.

Risk Management Committee

In accordance with the provisions of Companies Act, 2013 and SEBI
(LODR) Regulations, the company is not required to constitute a
Risk Management Committee as the company falls out of top 1000
listed entities based on market capitalisation. However for better
transparency, the company has constituted a Risk Management
Committee to identify, manage and control the risks exposed to the
company. The details of risk management policy, control measures are
discussed in the Management and Discussion Analysis.

Particulars of Contracts or Arrangements with Related Parties

In accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of the contracts
or arrangements with related parties referred to in Section 188(1) of
the Act, in Form AOC-2, is attached as Annexure E to this Board's
Report. All contracts and arrangements with related parties were at
arm's length and in the ordinary course of business of the Company.

The contracts/ arrangements /transactions with the related parties are
necessary in the ordinary course and have a significant role in the
Company's operations.

Moreover, the Company has formulated a Policy on Related Party
Transactions which is available on the website of the Company at
www.donear.com/investor.

Disclosure of transactions with related parties as required under Listing
Regulations and the applicable Accounting Standards is given in the
relevant note forming part of the Financial Statements.

Particulars Regarding Conservation of Energy, Technology
absorption and Foreign Exchange Earnings and outgo

The particulars as required under Section 134(3)(m) of the Act read with
Rule 8 of Companies (Accounts) Rules, 2014, relating to conservation
of energy, technology absorption, foreign exchange earnings and
outgo, are marked and attached as Annexure F to this report.

Investors Education and Protection Fund (“IEPF”)

During the financial year under review, the Company transferred shares
to the Unclaimed Suspense Account as specified under Schedule V
of the SEBI Listing Regulations. The details of the number of shares
transferred to the Unclaimed Suspense Account are provided in the
Corporate Governance Report, which forms part of this Annual Report

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual Return of the
Company for the Financial Year ended March 31, 2025 is uploaded
on the website of the Company and can be accessed at www.donear.
com/investor.

Appreciation

The Board of Directors place on record sincere gratitude and
appreciation for all the employees of the Company. Our consistent
growth was made possible by their hard work, solidarity, cooperation,
and dedication during the year.

The Board conveys its appreciation for its customers, shareholders,
suppliers as well as vendors, bankers, business associates, regulatory
and government authorities for their continued support.

For and on behalf of the Board of Directors
Rajendra Agrawal Ajay Agrawal

Managing Director Whole- Time Director

DIN:00227233 DIN:00227279

Place: Mumbai

Date : August 14, 2025