Zodiac-JRD-MKJ Ltd

Book closure and voting details

• Book closure: 17 Sep 2026 to 24 Sep 2026 (inclusive) for the 39th AGM.
• AGM date: 24 Sep 2026.
• Record date for voting rights: 17 Sep 2026.
• E-voting window: 21 Sep 2026 09:00 to 23 Sep 2026 17:00.
• Security type: equity shares.
• Voting facility available both electronically and physically.

AGM Details

• Date and time: 24 September 2026 at 11:00 AM IST via VC/OAVM.
• Mode: VC/OAVM; Record closure: 17–24 September 2026 (inclusive).

Ordinary Resolutions

• Adopt Audited Financial Statements for the year ended 31 March 2026.
• Re-appoint Marc Christopher Weinmann as Non-Executive Non-Independent Director.
• Re-appoint Girish L Shethia as Statutory Auditor for five years; remuneration to be fixed by the Board.

Special Resolutions

• Increase Authorised Capital to INR 27,00,00,000 and substitute MOA Clause V.
• Approve ESOP Plan 2026 and grant up to 7,68,294 options.
• Grant ESOPs to employees of subsidiary/holding companies under the Plan.

Financial highlights

• Standalone revenue 2835.33 Lakh, up 501.27 Lakh YoY.
• Standalone PAT 287.01 Lakh; Basic EPS 3.01.
• Consolidated revenue 4858.91 Lakh; Consolidated PAT 386.30 Lakh.
• Consolidated EPS 4.08; net profit 388.52 Lakh.
• Dividend not declared for the year.
• Rights issue: 57,98,443 new shares; post-rights issued capital Rs 1097.56 Lakh.
• Authorized capital raised to Rs 27 Crore; MOA amended.
• Dematerialisation at 99.67% as of 31 Mar 2026.
• VEM Plastics Molding Pvt Ltd held at 90% stake; material subsidiary.
• Consolidated working capital Rs 6,864.86 Lakh.

Subsidiaries & acquisitions

• Became holding company of VEM Plastic Molding Pvt Ltd at 90% stake.
• BTA with VEM Tooling (India) on 01 July 2025; slump sale to VEM Plastic.
• Investment in subsidiary Rs 1210.00 L; loan to subsidiary Rs 862.54 L.
• Closing balances reflect investment and loan to subsidiary.

Capital structure & corporate actions

• Authorised capital increased to Rs 27 Cr; MOA Clause V updated.
• Rights issue: 57,98,443 shares; post-rights capital Rs 1097.56 Lakh.
• Issued capital now Rs 10.9756 Cr; rights funds deployed for growth.
• No dividend declared for the year.

Governance & board changes

• Ajay Beniprasad Jajodia appointed Non-Executive Independent Director from 07 Oct 2025.
• Marc Christopher Weinmann re-appointed as Non-Executive Non-Independent Director.
• Jamsheed Minoo Panday resigned 04 Aug 2025; Jitendra Kanhaiyalal Purohit resigned 29 Sep 2025.
• Pooja Shah resigned 30 May 2026; Nisha Arora appointed 30 May 2026.
• Board met 8 times; Audit Committee 5 meetings; NRC 2; SRC 1.

Audit & risk management

• Statutory Auditor Girish L Shethia reappointed for 5 years till 2031.
• Secretarial Auditor HD & Associates; no deviations reported.
• Standalone audit flags: bank balances unconfirmed; GST ITC reconciliation pending; retirement benefits not recognised.
• Annual Secretarial Compliance Report obtained; directors confirmed compliance.

Related parties & investments

• Material RPT: sale to VEM Tooling 1432.73 L; purchase from VEM Tooling 324.43 L.
• Investments in subsidiary Rs 1210 L; loan to subsidiary Rs 862.54 L; closing balances.
• Remuneration to key management and directors disclosed; no material conflicts reported.

Outlook & risks

• Strategy focuses on automotive components; exploring Aerocom acquisition.
• Risks include online market competition, raw material price volatility, and regulatory changes.
• Liquidity supported by strong working capital; management monitors rolling liquidity forecasts.

Governance & compliance notes

• Business Responsibility Report is not applicable.
• Company complies with SEBI LODR corporate governance requirements.
• Dematerialisation, listing, and RTA processes disclosed; demat shareholding ~99.7%.

Auditor re-appointment

• Girish L. Shethia is a CA with 35+ years' audit and regulatory experience.
• Term of five years, pending shareholder approval at ensuing AGM.
• Initial appointment effective 20 November 2025 for FY 2025-26.
• Re-appointment approved by Board on 12 August 2026, subject to member approval.
• Annexure-1 contains the auditor's profile.

Financial results

• Un-Audited standalone and consolidated results for quarter ended 30 June 2026 approved; Limited Review Report enclosed.

AGM and annual report

• Notice for 39th AGM on 24 September 2026 via VC/OAVM; Annual Report and Directors' Report for FY2025-26 enclosed.

Capital actions

• Authorized share capital to increase from INR 18 crore to INR 27 crore, subject to shareholder approval.
• Rights issue item pending; awaiting in-principle approval from BSE.

Auditor appointment

• Re-appoint stat auditor Girish L. Shethia for 5 years, subject to member approval.
• Appointment subject to members' approval at the ensuing AGM.

Share registry and AGM timing

• Register of Members and share transfer books closed 17-24 Sept 2026 for the 39th AGM.

Board outcome

• Board approves un-audited standalone and consolidated Q1 results for the quarter ended June 30, 2026.
• Limited Review Report enclosed under SEBI LODR Regulation 33.
• Board meeting held from 3:00 PM to 5:45 PM.

Dematerialisation processing and listing

• Securities received for dematerialisation during quarter ended 30 June 2026 were confirmed (accepted/rejected) to the depositories.
• The securities have been listed on the exchanges where the earlier issued securities are listed.
• Certificates received for dematerialisation were mutilated and cancelled after verification; depository name substituted as owner within prescribed timelines.

Target & Acquirer

• Target: Zodiac-JRD-MKJ Limited; Acquirer: Bluerock Infrastructure Solutions LLP (promoter group).

Pre-Transaction Holding

• Pre-holding: 7,08,848 shares, 6.45% voting rights.

Transaction Details

• Sale: 50,000 shares (0.45%), Open Market on 30/06/2026.

Post-Transaction Holding

• Post-holding: 6,58,848 shares, 6.00%.

Capital Context

• Pre and post equity capital: 1,09,75,625 shares; no change.
• Total diluted capital after: 1,09,75,625 shares.