Zodiac Ventures Ltd

Resolutions proposed

• Item 1 (Ordinary): Re-appoint Jimit Shah as MD for five years (2 Nov 2026–1 Nov 2031).
• Item 2 (Ordinary): Re-appoint Ramesh Shah as WTD for five years (2 Nov 2026–1 Nov 2031).
• Item 3 (Special): Appoint Mangilal Jogani as Non-Executive Independent Director for five years from 30/09/2026.
• E-voting facility approved; voting window Oct 18–Nov 17, 2026.

Key terms and process

• Scrutinizer: Divyesh N. Vanpariya, PCS.
• MD/WTD five-year terms; Independent Director five-year term.
• Cut-off date: 09 Oct 2026; e-voting: 18 Oct–17 Nov 2026.
• Remuneration terms per Explanatory Statement; amounts not disclosed here.

Impact and governance

• MD/WTD appointments extend leadership; remuneration terms per Explanatory Statement.
• Independent Director appointment strengthens governance; not liable to rotate.
• Results to be announced within 48 hours after voting; posted on company/NSDL sites.

MD re-appointment

• Re-appoint Jimit R. Shah as Managing Director for 5 years (02 Nov 2026–01 Nov 2031).
• Profile: 35 years in real estate.
• Relationship: Father of Jimit Shah is Ramesh Virji Shah, WTD.
• Approval path: Postal ballot for these appointments.
• E-voting: Oct 18–Nov 17, 2026; cutoff Oct 9, 2026.

WTD re-appointment

• Re-appoint Ramesh Virji Shah as Whole-time Director for 5 years (02 Nov 2026–01 Nov 2031).
• Profile: Designing and planning of architectural projects.
• Relationship: Son of Ramesh Virji Shah; husband of Sunita Shah.

Independent Director appointment

• Appointment (Regularisation) of Mangilal Tikuchand Jogani as Non-Executive Independent Director.
• Term: for 5 years from 30 Sep 2026, subject to shareholders' approval.
• Profile: Proprietor of DNV & Associates; practicing Company Secretary.
• Relationship: Not related to any Director.

Dematerialisation processing status

• Dematerialisation requests were processed and confirmed to depositories.
• Securities dematerialised have been listed on the exchanges where the earlier securities are listed.
• Certificates for dematerialisation mutilated and cancelled after verification; depository name substituted as registered owner within prescribed timelines.

Appointment of Independent Director

• Mr. Mangilal Tikuchand Jogani appointed as Additional Non-Executive Independent Director, effective 30 September 2026.
• Term: five years, subject to shareholders' approval.
• Brief profile: 30+ years in Mumbai real estate; experienced developer working with authorities and contractors.
• Not related to any Company Director.
• DIN: 01401993.

Committee Reconstitution

• Board approved reconstitution of Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, effective 30 September 2026.
• Reason: appointment and tenure completion necessitated committee changes.

AGM Details

• Date and time: 28 September 2026 at 2:00 PM IST.
• Mode: Video Conferencing/Audio Visual Means.
• Record date for voting: 21 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated audited financial statements.
• Resolution 2 (Ordinary): Reappointment of director by rotation.
• Resolution 3 (Special): Sell 100% stake in associate company.
• Resolution 4 (Ordinary): Board power to grant loans, guarantees, and acquire securities.
• Resolution 5 (Special): Borrowing power of the Board under Section 180.
• Resolution 6 (Special): Additional borrowing power under Section 180.
• Resolution 7 (Special): Related party transactions with Associate Companies.

Voting Results

• Resolution 1: Passed; 99.32% in favour, 0.68% against.
• Resolution 2: Passed; 99.32% in favour, 0.68% against.
• Resolution 3: Passed; 99.32% in favour, 0.68% against.
• Resolution 4: Passed; 99.31% in favour, 0.69% against.
• Resolution 5: Passed; 99.31% in favour, 0.69% against.
• Resolution 6: Passed; 99.31% in favour, 0.69% against.
• Resolution 7: Passed; 99.31% in favour, 0.69% against.

Related Party Transactions

• Approval of related party transactions with Associate Companies.

Directors & Auditors

• Director reappointment by rotation.
• Auditors: No change in statutory/secretarial/cost/internal auditors.

Other Material Approvals

• No additional material approvals disclosed.

Zodiac Ventures Limited — Trading Window Closure from 1 October 2026 until 48 hours after the declaration of unaudited financial results for the quarter ending 30 September 2026

AGM Details

• Held on 28 September 2026 at 2:00 PM IST via VC/OAVM.
• 87 members attended through VC/OAVM.
• E-voting window: 25 Sep 2026 9:00 AM to 27 Sep 2025 5:00 PM.
• Meeting ended at 2:27 PM; e-voting closed at 2:42 PM.

Ordinary Resolutions

• Ordinary Resolution 1: Adopt standalone and consolidated financial statements for FY 2025-26.

Director Changes

• Ordinary reappointment: Mr. Ramesh Shah to be reappointed as Director; retires by rotation.

Special Resolutions

• Special Resolution 3: Sell 100% stake in Mumbai Mega Development Private Limited.
• Special Resolution 4: Board power to grant loans, guarantees, and acquire securities.
• Special Resolution 5: Approve Board borrowing power.
• Special Resolution 6: Approve under Section 185 of the Companies Act 2013.
• Special Resolution 7: Related party transactions with Associate Companies.

Financial performance

• Standalone net sales/income from operations: 343.15 lakhs.
• Standalone total income: 481.30 lakhs.
• Standalone PAT: 142.48 lakhs.
• Consolidated PAT: 154.42 lakhs.
• EPS standalone 0.17; consolidated 0.19.

Capital & dividends

• Rights issue: 4,51,08,000 shares at Rs 6.30; paid-up capital Rs 8.2698 crore.
• Authorised share capital: Rs 20 crore.
• Dividend: no dividend recommended for FY25-26.

Debt & liquidity

• Total borrowings: Rs 1,887.02 lakh; secured PNB overdraft Rs 1,632.22.
• Unsecured borrowings: Rs 741.38 lakh from others; Rs 41.80 lakh from related parties.
• FY26 operating cash flow negative; standalone cash outflow ~ Rs 1,862.70 lakh.

Strategic developments & outlook

• Redevelopment projects: Anjaneshwar and Guruchhaya; delays due to policy/tenant issues; completion targeted 2027 and 2029.
• Indira Nagar project (Associate Zodiac Capital Pvt Ltd) submitted for SRA planning approvals.
• Plan to focus on redevelopment and slum rehabilitation in FY2026-27.

Governance & leadership

• Board as of Mar 31, 2026: Ramesh Shah (Chairman), Jimit Shah (MD), Sunita Shah, Sahil Visaria, Himanshi Shah.
• Company Secretary appointed w.e.f 14 Aug 2026; previous secretary resigned 22 May 2026.
• Statutory auditors: Pravin Chandak & Associates reappointed 2024-2029.
• Secretarial auditors: R. N. Shah & Associates appointed 2025-2030.

Related party transactions

• Associate transactions with Zodiac Developers Private Limited (ZDPL) and Zodiac Capital Private Limited (ZCPL) for architectural services.
• ZDPL: Rs 10 crore; ZCPL: Rs 5 crore; terms arm’s length.
• Promoter/KMP holdings in associates disclosed; omnibus approvals obtained.

Audit & internal controls

• Statutory audit: no qualifications; internal controls adequate; audit trail status noted.
• Secretarial audit: no qualifications; five-year appointment concluded.
• Internal audit: M.N. Solanki & Associates conducted reviews.

Tax & regulatory matters

• Multiple Income Tax demands outstanding across AY 2016-17 to 2025-26; significant items listed.
• IEPF: unclaimed dividends transferred; claim process described.

Risks & outlook

• Real estate market opportunities in redevelopment/rehabilitation; policy/regulatory risks acknowledged.
• Outlook supported by domestic demand, infrastructure, and digitalization.

AGM details

• Date and time: 28 September 2026, 2:00 PM IST.
• Mode: VC/OAVM; attendance via NSDL; venue deemed the registered office.
• Cut-off date for voting eligibility: 21 September 2026.
• Remote e-voting period: 25–27 September 2026.
• Notice and Annual Report available on company and BSE websites.

Key resolutions

• Adopt Standalone and Consolidated Audited Financial Statements for year ended 31 March 2026.
• Reappoint Mr. Ramesh Shah as Director by rotation.
• Sell 100% stake in Mumbai Mega Development Private Limited to Ajay Bansal.
• Loans/guarantees/securities to outside bodies up to Rs 100 crore under Section 186.
• Board borrowing power up to Rs 200 crore.
• Section 185 approval for loans/guarantees to interested entities up to Rs 100 crore.
• Omnibus RPT approval for associate architect services with ZDPL and ZCPL.

Material related party transactions

• RPTs with associate companies for architectural services: ZDPL Rs 10 cr; ZCPL Rs 5 cr.
• Other RPT approvals include omnibus approvals for associates' transactions.

Director changes

• Ramesh Shah reappointed as Director by rotation; remuneration Nil.