Zodiac-JRD-MKJ Ltd Management Discussions

Industry Structure and Development:

Zodiac-JRD-MKJ Ltd was incorporated on 06 th January, 1987 in the state of Maharashtra. Main Object Clause of the company is To carry on the business of a leasing, hire purchase and finance Company and to purchase, take on lease, or otherwise acquire, in order to provide on lease or on hire purchase basis, every kind of industrial, household or office plant, equipment, machinery, instruments, appliances, apparatus, or accessories, or goods, articles or commodities, buildings, premises or other real estate or immoveable property, required for or in connection with industrial, manufacturing, processing, trading, commercial, agricultural, residential transport or servicing or other business, activities description. operations of every kind and description.

Discussion on Financial Performance:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26
	(Amt in Lakhs)	(Amt in Lakhs)	(Amt in Lakhs)
Total Income	2835.33	2334.06	4858.91
Total Expenses	2451.76	2273.22	4340.12
Profit before tax and exceptional items	383.57	60.84	518.80
Exceptional income	--	--	--
Profit after exceptional items before tax	383.57	60.84	518.80
Taxes(benefit)	96.56	18.00	132.50
Profit after tax	287.01	42.84	386.30
Other Comprehensive Income / (Loss)	--	--	2.23
Net Profit	287.01	42.84	388.52
Earnings per share (Basic)	3.01	0.83	3.97

The revenue for Current Year was 2835.33 Lakhs, higher by 501.27 Lakhs over the previous year s revenue of 2334.06 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was 287.01 Lakhs and 42.84 Lakhs, respectively.

Segment Wise or Product Wise Performance:

Zodiac-JRD-MKJ Limited was incorporated on January 6, 1987 which operates in only one business segment viz. sale and trading of Gold & Diamond jewellery, cut & polished Diamonds, Precious Stones & Semi Precious Stones. During last year, the company is exploring opportunities in manufacturing of Automotive Components. As an established brand, we emphasize exceeding customer expectations and delivering unparalleled satisfaction. With our legacy of trust and a commitment to excellence, Zodiac remains the epitome of Indias trusted jewellery destination, offering timeless beauty that captures the hearts of our valued customers. the automotive component industry last year, by acquiring We have diversified VEM Tooling India Private Limited. We are now further enhancing our Automotive Components vertical by intending to acquire Aerocom Automotives Private Limited. This Entity is engaged in the business of manufacturing automotive components for renowned automobile manufacturers Mahindra & Mahindra Limited and have an in-house manufacturing capabilities. In order to tap the growing market of the automobile industry and to benefit from the increasing demand of electric vehicles, we intend to grow and diversify our business operations by acquiring this Entity.

Business Outlook:

Your Company is looking to further strengthen its business to enable it to constantly innovate and adopt to changing consumer trend. In spite of many variations & uncertainty in economy, we hope your company will look forward for a good time ahead in near future.

Threats, Opportunities, Risks and concerns:

The threat arising from activities of competitors especially online market platform. The sector is home to more than 300,000 gems and jewellery players.

The Company is trying to achieve better performance in coming years, but factors like availability of raw material and its prices, changes in Government regulation, economic development within and outside India could affect the performance of the Company.

The Company is taking proactive steps in implementing management principles well adapted to the demands of the changing environment. The company has the policy of assessing the risk and manages the business. The company is operating on a well-defined plan and strategy and hence is well equipped to face any change in regulatory risk. The Company has sufficientworking capital to maintain its liquidity position. Management monitors rolling forecasts of Company s liquidity position and cash and cash equivalent on the basis of expected cash flows.

The Indian Gems and Jewellery Market stood at USD 78.50 billion in FY2021 and is expected to grow with a CAGR of 8.34% in the forecast years, FY2023-FY2027, to achieve a market value of USD 119.80 billion by FY2027. As the Company is engaged in the business of trading of cut and polished diamonds, wherein we offer a wide variety of products to suit preferences of the end customer. We cater to our customers unique preferences, through our understanding of the local and regional market. Owing to the volatility of the diamond industry, we have diversified our operations by venturing into the automotive industry last year, by acquiring VEM Plastics Molding Private Limited. We are now further enhancing our Automotive Components vertical by intending to acquire Aerocom Automotives Private Limited. The Entity is engaged in the business of manufacturing automotive components for renowned automobile manufacturers Mahindra & Mahindra Limited and have an in-house manufacturing capabilities. In order to tap the growing market of the automobile industry and to benefit from the increasing demand of electric vehicles, we intend to grow and diversify our business operations by acquiring Aerocom Automotives Private Limited. We believe that the acquisition would bring stability to the business operations of our Company, and increase our revenue and profitability.

Since we are primarily engaged in trading of cut and polished diamonds, we have limited experience of operating in the automotive industry. While Aerocom has an experience in undertaking business operations in the automotive industry, we as a group have limited experience of managing automotive operations. We may face difficulty in understanding the demand and supply patterns, market trends, and marketing segments for such products, which may pose a risk in smooth operation. In the event that we fail to understand the market operations and the risks related to the same, our business, financial performance and cash flow may be affected.

Internal Control Systems and their Adequacy:

The company has an extensive system of internal controls which ensures optimal utilization and protection of resources, accurate reporting of financial transactions and compliance with applicable laws internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management and well documented policies and guidelines to ensure reliability of financial and all other records to preparefinancial . statements and other data

Analysis of Financial Conditions and Results of Operations:

The Financial Statements have been prepared in accordance with the requirements of the Act, Indian Generally Accepted Accounting Principles (Indian GAAP) and the Accounting Standards as prescribed by the Institute of Chartered Accountants of India.

The Management believes that it has been objective and prudent in making estimates and judgments relating to the Financial Statements and confirms that these Financial Statements are a true and fair representation of the Companys Operations for the period under review.

Development On Human Resource:

The Company believes that the Human Resources Management of the Company must be developed in terms of the current and emergent strategic orientation of the Company. The mission of Human Resources Management is to support the goal and challenges of the Company and is dedicated to partnering with Company business units to maximize the potential of our greatest assets – our employees. We embrace change and the opportunity it brings. The Company and its employees are focused on delivering quality customer service and are committed to recruiting, developing, rewarding and retaining our workforce.

The total numbers of personnel employed as on 31 st March 2026 were 10 (staff plus workers).

Industrial Relations:

Industrial Relations throughout the year continued to remain very cordial and satisfactory.

Cautionary Statement:

Statements in the Management Discussion and Analysis describing Companys objective, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Forward looking statements embedded in the Management Discussion and Analysis above is based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or event.

Material Developments in Human Resources / Industrial Relations Front Including Number of People Employed:

Your company believes in a work environment that is congenial to on job learning and encourages team work. It has, therefore, continued to focus on developing the competence of its staff and employees.

Cordial and harmonious relation with employees continued to prevail throughout the year under review.

Forward Looking Statements:

This Report contains forward –Looking Statements. Any, statement that address expectations or projections about the future, including but not limited to statements about the Companys strategy and growth, product development, market position, expenditures and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future growth.

Financial Ratios:

Ratio	Basis of Ratio	Ratio Current Year	Ratio Previous Year	Variance %	Reason for major variance
Current Ratio	Current Asset/ Current Liabilities	45.17 decrease	14.90	203.16%	Increase in variance is due to significant in Current Liabilities and increase in Current Assets
Debt Equity Ratio	Total Debt/ Shareholder\u2019s Equity	0.0023	0.0039	-40.27%	Decrease due to repayment of portion of car loan during the year
Debt Service C o v e r a g e Ratio	Earnings available for debt service / Debt Service	1207.64%	258.26%	367.61%	Increase in ratio due to increase in Net Profit after tax in current year
Return on Equity Ratio	Net Profit after Tax/ Average Shareholder\u2019s Equity	3.55%	0.63%	131.34%	Increase in ratio due to increase in Net Profit after tax in current year
I n v e n t o r y turnover Ratio	Cost of Goods Sold/ Average Inventories	0.52	0.46	12.14%	-
Net Profit Ratio	Net Profit/ Net Sales	0.12	0.02	523.13%	-
D e b t o r Turnover	Revenue from operations/Average Trade Receivables	1.06	1.38	-23.11%	-
I n t e r e s t c o v e r a g e Ratio	Earning for debt service/Debt Service	1207.64%	258.26%	367.61%	Increase in ratio due to increase in Net Profit after tax in current year

	For And on Behalf of The Board of Directors
	Zodiac-JRD-MKJ Limited
	Sd/-	Sd/-
	Mahesh Ratilal Shah	Dharmesh Pravin Kharwar
Place: Mumbai	Managing Director	Director
Date: 12 th August 2026	DIN: 00217516	DIN: 08412150