Zodiac Clothing Company Ltd

AGM details

• AGM held on 30 September 2026 at 3:00 p.m. IST via VC/OAVM.
• Quorum: 54 members attended via VC/OAVM.
• Remote e-voting open 27–29 September 2026, 9:00–17:00.
• Scrutinizer appointed: K. Venkataraman, Practising Company Secretary.
• Meeting concluded at 3:51 p.m. after Instapoll.

Key resolutions

• To adopt audited financial statements for the year ended 31 March 2026.
• To reappoint Subramaniam Ramachandran Iyer as Director (rotating).
• To reappoint Salman Yusuf Noorani as Director (rotating).

Voting results

• Results of all resolutions to be declared on Scrutinizer's Report.
• As of this filing, voting results not yet declared.

Director changes

• Directors up for reappointment: Subramaniam Ramachandran Iyer; Salman Yusuf Noorani.

Zodiac Clothing Company Ltd — Trading Window closed from 01 October 2026 until 48 hours after declaration of unaudited financial results for the quarter and half year ended 30 September 2026

Annual Report access and AGM notice

• Dispatched letter to members without registered emails guiding access to Annual Report.
• Annual Report FY2025-26 and 42nd AGM Notice available online with web-links.
• AGM scheduled for 30 September 2026 at 03:00 PM via VC/OVAM.
• e-voting window: 27-29 September 2026; cut-off 25 September 2026.
• Register/update email and KYC with the Company to receive notices.

Book closure and AGM record date

• Book closure and record date for 42nd AGM set at 25 September 2026 for e-voting eligibility.

Financial results

• Standalone revenue from operations: 16,012.22 Lakh; Consolidated: 16,151.36 Lakh.
• Total income: Standalone 17,150.99 Lakh; Consolidated 17,436.09 Lakh.
• Standalone PAT: loss 3,115.81 Lakh; Consolidated PAT: loss 3,504.01 Lakh.
• Total comprehensive loss: Standalone 3,701.85 Lakh; Consolidated 3,855.89 Lakh.
• Earnings per share: Standalone -11.85; Consolidated -13.33 Rs.

Operations and geography

• Geography: India 7,167.81 Lakh; Rest of World 8,983.55 Lakh; Consolidated revenue 16,151.36 Lakh.
• Store footprint at year-end: 71 stores across 37 cities.
• Capex incurred: 397.11 Lakh, mainly for new stores and information systems.
• D2C and digital upgrades emphasized; AI/analytic driven demand forecasting and inventory.
• Export incentives: 500.70 Lakh; other export revenue/regulatory aspects noted.

Capital structure and dividends

• Paid-up equity capital increased to 27,45,81,310 shares via preferential allotment of 14,64,414 shares.
• Issue price Rs 102.43 per share; face value Rs 10; securities premium Rs 92.43 per share.
• Promoter group received 14,64,414 new shares; aggregate premium Rs 14.99 Crore.
• Dividend for 2025-26: Board did not declare any dividend.

Governance and risk

• Board changes: Salman Yusuf Noorani appointed Chairman Feb 2026; Djena Sunavala joined as Independent Director Sep 2025.
• Elizabeth J. Hulse ceased Aug 2025; Mohamed Anees Noorani passed away Jul 2025; 4 Board meetings held.
• Auditors: MSKA & Associates LLP (Statutory); Robert Pavrey & Associates LLP (Secretarial). No qualifications.
• CSR: Rs 52 Lakh spent; Head and Neck Cancer Institute of India funded; CSR committee chaired by Vaman Apte.

Liquidity & debt metrics

• Standalone debt/equity: 0.68; Consolidated: 0.59; undrawn facilities Rs 1,047.63 Lakh (within 1 year).
• Consolidated cash & liquid investments: Rs 1,786.87 Lakh; cash & cash equivalents: Rs 582.94 Lakh (consolidated).
• Credit facilities may be drawn any time; liquidity monitoring via rolling forecasts.

Audits, controls and ESG

• Independent audit conclusions: no material misstatements; internal controls adequate; going concern basis adopted.
• CSR and energy: strong focus on energy efficiency; Higg index water 100/100; gas-fired steam transition.
• Management certification under LODR and code of conduct maintained; secretarial audit with no adverse remarks.

Subsidiaries and group structure

• Subsidiaries include Zodiac Clothing Co. S.A. (Switzerland); UAE, USA, Bangladesh, UK; all non-material.
• Consolidation includes intercompany eliminations; minimum materiality threshold applied per policy.

Outlook and risks

• Management commentary highlights macro volatility, West Asia risk, and currency/commodity price pressures.
• India remains a fast-growing market with domestic demand, digital commerce expansion, and reform momentum.
• Strategic emphasis on agile sourcing, supply chain resilience, and brand-led premium positioning.

AGM details

• AGM: 30 September 2026 at 03:00 PM via VC/OAVM.
• Register of Members and share transfer books closed on 25 September 2026.
• Voting rights cut-off date: 25 September 2026.

Key resolutions

• Adopt audited financial statements for FY 2025-26.
• Re-appoint Subramaniam Ramachandran Iyer as Director (retiring by rotation).
• Re-appoint Salman Yusuf Noorani as Director (retiring by rotation).

Voting results

• Voting results to be announced on or before 2 October 2026.

Directors up for appointment

• Directors seeking re-appointment: Iyer and Noorani.
• Iyer holds 3,375 shares; Noorani holds 60,52,445 shares.
• Noorani related to other directors (family).

Fund utilisation deviation status

• Mode of fund raising: Preferential issue
• Funds raised: Rs. 14,99,99,926.02
• Date of fund raising: 16 January 2026
• Report for quarter ended: 30 June 2026
• Monitoring agency: Not Applicable
• Deviation in use of funds: None
• Audit committee comments: No deviation against stated objects
• Auditors' comments: NIL
• Original objects: capex growth and general corporate purposes
• Original allocations: 11.25 Cr for capex; 3.75 Cr for corporate purposes
• Modified object: None; Modified allocation: Not Applicable
• Funds utilised: NIL
• Amount of deviation/variation: None
• Status: No deviation; funds not utilised against objects