Zodiac-JRD-MKJ Ltd Directors Report

The Directors are pleased to present 38th Annual report and the Audited Financial Statement for the year ended 31st March, 2025 together with the Auditors Report thereon.

1) Financial Summary:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Total Income	2334.06	1289.39
Financial Costs	35.30	0.35
Depreciation and	5.97	0.49
Amortization
Profit before tax and exceptional items	60.84	(203.86)
Exceptional income	0.00	0.00
Profit after exceptional items before tax	60.84	(203.86)
Taxes(benefit)	18.00	(66.92)
Profit after tax	42.84	(136.94)
Other Comprehensive	0.00	0.00
Income / (Loss)
Net Profit	42.84	(136.94)
Earnings per share (Basic)	0.83	(2.64)

2) Dividend:

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

3) Transfer To Reserves:

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement of profit and loss.

4) Credit Rating:

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

5) Changes in the nature of Business:

During the year under review the Company did not undergo any change in the nature of its business.

6) Companys Performance:

The revenue for Current Year was 2334.06 Lakhs, Higher by 1044.67 Lakhs over the previous years revenue of 1289.39 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year is

42.84 Lakhs over the previous years Profit After Loss of 136.94 Lakhs.

7) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Companies (Accounts) Rules, 2014 as detailed below: i. Total power and fuel consumption:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Electricity Purchases Units (Lakh KWH)	0.45	0.15
Total amount ( In 000)	0.51	0.29
Rate KWH ( )	15.03	15.03

ii. Total energy consumption per unit of production:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Cut & Polished Diamonds CTS	0.00	0.00
Gold Jewellery CTS	0.00	0.00
GMS	0.00	0.00

iii. Foreign Exchange Earnings and Outgoings:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Total Foreign Exchange Earned	0.00	0.00
Total Foreign Exchange Outgo	0.00	0.00

8) Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on

31st March, 2025 is available on the Companys website at https://zodiacjrdmkjltd.co.in/

9) Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out as Annexure I forming part of this Annual Report.

10) Subsidiary Company:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company. However, with effect from 01st July, 2025 the Company has become the Holding Company of VEM Plastic Molding Private Limited (CIN: U22207PN2024PTC234746) by virtue of holding 90% of its Shares Capital.

11) Related Party Transactions:

During the year 2024-25 the Contracts Arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of CompaniesAct, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

12) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors,

Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

13) Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Companys HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

14) Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31st March, 2025.

15) Corporate Social Responsibility:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

16) Directors: a. Directors And Key Managerial Personnel:

As on 31st March, 2025, the Company has Six Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Five Non-Executive Directors, out of which Three are Independent Directors.

. Inductions:

The Board, at its meeting held on 23rd July, 2025 appointed Mr. Marc Christopher Weinmann as an Additional Non- Executive Non- Independent Director with effect from 23rd July, 2025, subject to approval of Members at the ensuing General Meeting.

Reappointment Director liable to retire by rotation:

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Mudit Sharadkumar Jain (DIN: 00647298) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Additional information on appointment/ re-appointment of Directors as required under Regulation 26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the ensuing AGM.

Cessation:

During the year, Ms. Sunaina Gera tendered her resignation from the post of Non-Executive Independent Director with effect from 16th July, 2024 and Mrs. Preeti Sanghavi, Whole-time Director of the Company, sadly passed away on 22nd February, 2025. Owing to her untimely demise, she ceased to hold the office of

Director from the said date.

b. Declaration by Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

c. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

17) Familiarisation Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

18) Meetings of the Board:

The Board of Directors met Five (5) times on 30th May, 2024, 12th August, 2024, 13th November, 2024, 01st February, 2025 and 13th February, 2025 during the Financial Year 2024-25. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the

Corporate Governance Report forming part of this Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations.

19) Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that: (a) In the preparation of Annual Accounts for the year ended on 31st March, 2025, the applicable accounting standards have been followed and there are not material departures from the same.

(b) The Directors 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 on 31st March, 2025 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, (d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20) Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section

178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

21) Particulars of Loans, Guarantees or Investments:

There were no loans, guarantee made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

The Investment made during the year are in compliance with Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investment are given in Note 06 of the Financial Statements for the year ended 31st March, 2025.

22) Material Changes and Commitments affecting the Financial Position of the Company:

With effect from 01st July, 2025 the Company has become the Holding Company of VEM Plastic Molding Private Limited (CIN: U22207PN2024PTC234746) by virtue of holding 90% of its Shares Capital. except this there were no material changes and commitments affecting the financial position of the Company between the financial year of the Company to which the financial statements relate and the date of the report.

The Company has entered into a Business Transfer Agreement ("BTA") with VEM Tooling (India) Private Limited and VEM Plastic Molding Private Limited on 01st July, 2025 through which the Business Undertaking of VEM Tooling (India) Private Limited is acquired by the VEM Plastic Molding Private Limited on a going concern basis on a ‘Slump Sale basis.

23) Auditors:

A. Statutory Auditor:

M/s. H.G. Sarvaiya & Co., Chartered

Accountants, (having FRN 115705W) were appointed as a Statutory Auditor of the

Company to hold office until the Conclusion of the Annual General Meeting to be held in the Financial Year 2029.

The report given by the auditors on the financial statements of the company is part of Annual Report. There was no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company their report is self-explanatory and does not call for further information by the Board.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed P M Agarwal & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31 st March, 2025 in the prescribed Form MR-3 is attached to this Report as "Annexure II". The Secretarial Audit Report does not contain any qualifications, reservations.

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

For identification of Secretarial Auditor, the

Management of the Company had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria.

The Management presented the outcome of the assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s. HD and Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the ensuing 38th Annual General Meeting of scheduled to be held on 25th September, 2025, till the conclusion of 43rd Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY 2025-26 through the FY 2029-30.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s. HD and Associates as the Secretarial Auditors of the

Company for a period of five years commencing from the conclusion of the ensuing 38th Annual General Meeting scheduled to be held on 25th September, 2025, till the conclusion of 43rd Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY 2025-26 through FY 2029-30.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

24) Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

25) Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay Stock Exchange.

26) Internal Control Systems and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

27) Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit

Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity.

28) Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	4
2.	Stakeholders Relationship Committee	1
3.	Nomination & Remuneration Committee	1
4.	Rights Issue Committee	1

29) COMPOSITION OF COMMITTEE OF BOARD in OF DIRECTORS: Audit Committee

30) Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure III and form an integral part of this report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the

Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at secretarial@zodiacjrdmkjltd.co.in

31) Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website https://zodiacjrdmkjltd. co.in/

32) Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing

Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

33) Share Capital:

During the year under review the Authorised Share Capital is INR. 11,00,00,000 (Indian Rupees Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of INR. 10/. (Indian Rupees Ten Only). Further on the Board Meeting held dated 23rd July, 2025 the Board Approved the Increase in Authorised Share Capital of the Company to INR. 18,00,00,000/- (Indian Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of INR. 10/- (Indian Rupees Ten Each) subject to approval of members at the ensuing General Meeting.

During the year under review, the Issued, Subscribed and Paid-up capital of the Company is INR. 5,17,71,820/- (Indian Rupees Five Crore Seventeen Lakhs Seventy-One Thousand Eight Hundred and Twenty Only) divided into 51,77,182 (Fifty-One Lakhs Seventy-Seven Thousand One Hundred and Eighty-Two) Equity Shares of INR. 10/- (Indian Rupees Ten) each. Further on 13th June, 2025 Company allotted 57,98,443 (Fifty-Seven Lakhs Ninety-Eight Thousand Four Hundred and Forty-Three) Equity Shares of INR. 10/- (Indian Rupees Ten Each) on Right issue basis to its existing shareholders. As a result of this the present Issued, Subscribed and Paid-up capital of the Company is INR. 10,97,56,250/- (Indian Rupees Ten Crore Ninety-Seven Lakhs Fifty-Six Thousand Two Hundred and Fifty Only) divided into 1,09,75,625 (One Crore Nine Lakhs Seventy-Five Thousand Six Hundred and Twenty-Five) Equity Shares of INR. 10/- (Indian Rupees Ten Each).

34) Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

35) Compliance with Secretarial Standards:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2024-2025.

36) Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women atWorkplace(Prevention,Prohibition& Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2024-25:

Particulars	No of Complaints
Number of complaints received	0
Number of complaints disposed of	0
Number of complaints pending as on end of the financial year	0

37) Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

38) Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

39) Insurance:

The Companys plant & machinery, buildings, stocks & assets are adequately insured.

40) Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company operations in future:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

41) Acknowledgement:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution,

Creditors etc. for their continuing support and cooperation.

	For And on Behalf of The Board of Directors
	Zodiac-JRD-MKJ Limited
Sd/-	Sd/-
Mahesh Ratilal Shah	Dharmesh Pravin Kharwar
Managing Director	Director
DIN: 00217516	DIN: 08412150
Place: Mumbai
Date: 23rd July, 2025