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

1) Financial Summary:

(Rs. In Lakhs

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) Company’s Performance:

The revenue for Current Year was ? 2334.06
Lakhs, Higher by ? 1044.67 Lakhs over the
previous year's 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 year's 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)

ii. Total energy consumption per unit of
production:

(Rs. In Lakhs i

iii. Foreign Exchange Earnings and Outgoings:

(Rs. In Lakhs

8) Extract of Annual Return:

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

31^st March, 2025 is available on the Company's
website at https://zodiacirdmkiltd.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 Management's 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
01^st 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 Company's 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 31^st
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 31^st 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 23^rd
July, 2025 appointed Mr. Marc Christopher
Weinmann as an Additional Non- Executive
Non- Independent Director with effect
from 23^rd 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 16^th July, 2024 and Mrs.
Preeti Sanghavi, Whole-time Director of
the Company, sadly passed away on 22^nd
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 30^th
May, 2024, 12^th August, 2024, 13^th November,
2024, 01^st February, 2025 and 13^th 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 31^st 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
31^st 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 31^st 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 01^st 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 38^th Annual General Meeting
scheduled to be held on 25^th September, 2025,
till the conclusion of 43^rd 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 38^th Annual
General Meeting scheduled to be held on 25^th
September, 2025, till the conclusion of 43^rd 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:

29) COMPOSITION OF COMMITTEE OF BOARD
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@zodiacirdmkiltd.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 Company's website https://zodiacirdmkiltd.
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 23^rd 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 13^th 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
at Workplace (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:

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 Company's 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 Company's 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 co¬
operation.

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