Shareholders meeting

Z O D I A C 07th September, 2026 National Stock Exchange of India Ltd., BSE Limited, Exchange Plaza, Corporate Relationship Department, 5th Floor, Plot No. C/1, G Block, First Floor, New Trading Ring, Bandra Kurla Complex, Rotunda Building, P.J. Tower, Bandra East Dalal Street, Mumbai - 400051 Mumbai - 400001 Scrip Code : ZODIACLOTH Scrip Code: 521163 Dear Sir/Madam, Subject: Notice of 42nd Annual General Meeting (“AGM”) of Zodiac Clothing Company Limited (“the Company”) for the Financial Year 2025-26. Pursuant to the provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of 42nd Annual General Meeting (“42nd AGM”) of the Company to be held on Wednesday, 30th September, 2026 at 03:00 p.m. through Video Conference facility ('VC')/Other Audio Visual Means ('OAVM') without physical presence of the members at a common venue, in compliance with the provisions of the Companies Act, 2013 ('the Act'), read with the applicable circulars as issued by “Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”), in relation to the subject matter. The same is also available on the website of the Company, viz. www.zodiaconline.com, BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com. We request you to kindly take the above on record. Thanking you, Yours faithfully, For Zodiac Clothing Company Limited Kumar Iyer Company Secretary Encl: As above Z O D I A C C L O T H I N G C O M P A N Y L T D., Nyloc House, 254, D-2, Dr. Annie Besant Road, Worli, Mumbai – 400 030. India. Tel.: +91 22 6667 7000 Fax: +91 22 6667 7279 CIN: L17100MH1984PLC033143 Trademark Under Licence From Metropolitan Trading Co. Website: www.zodiaconline.com, Email: cosecy@zodiacmtc.com ZODIAC CLOTHING COMPANY LIMITED CIN: L17100MH1984PLC033143 Registered Office: Nyloc House, 254, D-2, Dr. Annie Besant Road, Worli, Mumbai - 400 030. Tel: +91 22 6667 7000 | Fax: +91 22 6667 7279 | Website: www.zodiaconline.com | Email id: cosecy@zodiacmtc.com NOTICE OF 42nd ANNUAL GENERAL MEETING NOTICE is hereby given that the 42nd Annual General Meeting of Zodiac 3) To appoint a Director in place of Mr. Salman Yusuf Noorani Clothing Company Limited will be held on Wednesday, 30th September, (DIN: 00068423), who retires by rotation and being eligible, offers 2026 at 03.00 p.m. (IST), through video conferencing (“VC”)/ Other himself for re-appointment. Audio-Visual Means (“OAVM”) facility to transact the following Business. By Order of the Board of Directors The proceedings of the 42nd Annual General Meeting (“AGM”) shall be For Zodiac Clothing Company Limited deemed to be conducted at the Registered Office of the Company at Nyloc House, 254, D-2, Dr. Annie Besant Road, Worli, Mumbai - 400 030. sd/- ORDINARY BUSINESS: Kumar Iyer Company Secretary 1) To receive, consider and adopt the audited financial statements Membership No. - A9600 (including audited consolidated financial statements) for the financial year ended 31st March, 2026 and the reports of the Board Date: 12th August, 2026 and the Auditors thereon. Place: Mumbai 2) To appoint a Director in place of Mr. Subramaniam Ramachandran Registered Office: Iyer (DIN: 00580437), who retires by rotation and being eligible, Nyloc House, 254, D- 2, Dr. Annie offers himself for re-appointment. Besant Road, Worli, Mumbai - 400 030 NOTES: 42nd AGM. The members who have cast their vote by remote e-voting prior to the AGM may also join the 42nd AGM through 1. Pursuant to the General Circular No. 03/2025 dated September VC/OAVM but shall not be entitled to cast their vote again. 22, 2025, read with MCA Circular Nos. 09/2024, 9/2023, 10/2022, 02/2022 and 20/2020 dated: 19th September 2024, 25th 6. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, September 2023, 28th December 2022, 5th May 2022 and 5th May issued by the Ministry of Corporate Affairs, the facility to 2020 respectively, issued by the Ministry of Corporate Affairs appoint proxy to attend and cast vote for the members is not (MCA) and all other relevant circulars issued from time to time available for this AGM. However, the Body Corporates are and circular issued by SEBI vide circular no. SEBI/HO/ CFD/ entitled to appoint authorised representatives as Members to CFDPoD-2/P/CIR/2024/133 dated October 3, 2024 (“SEBI attend the AGM through VC/OAVM and participate and cast Circular”) and other applicable circulars and notifications their votes through e- Voting. issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time 7. Corporate members intending to let their authorised to time, companies are allowed to hold AGM through Video representatives attend the Meeting through VC/OAVM are Conferencing (VC) or other audio visual means (OAVM), requested to send to the Company a certified copy of the Board without the physical presence of members at a common venue. Resolution authorising their representative to attend and vote In compliance with the said Circulars, AGM shall be conducted through VC/OAVM on their behalf at the Meeting pursuant to through VC/OAVM. Section 113 of the Act. The said Resolution/Authorization shall be sent to the Company at cosecy@zodiacmtc.com with a copy 2. The Company has enabled the Members to participate at the marked to einward.ris@kfintech.com. 42nd AGM through the VC/OAVM facility provided by KFin Technologies Limited (KFintech), Registrar and Share Transfer 8. In case of joint holders attending the meeting, only such joint Agents (RTA). The instructions for participation by Members holder who is higher in the order of names will be entitled to are given in the subsequent paragraphs. vote. 3. Members attending the 42nd AGM through VC/OAVM shall be 9. Since the AGM will be held through VC / OAVM, the route map counted for the purpose of reckoning the quorum under Section of the venue of the Meeting is not annexed hereto. 103 of the Companies Act, 2013. 10. As required under Secretarial Standard - 2 on General Meetings, 4. The Company has provided the facility to members to exercise details in respect of Director seeking re-appointment at the their right to vote by electronic means both through remote AGM, is separately annexed hereto as Annexure – A. Director e-voting and e-voting at the 42nd AGM. The process of remote seeking re-appointment has furnished requisite declarations e- voting is given in the subsequent paragraphs. Such remote under Section 164(2) and other applicable provisions of the e-voting facility is in addition to voting that will take place at Companies Act, 2013 including rules framed thereunder. the 42nd AGM being held through VC/OAVM. 11. The Register of Members and Share Transfer Books of the 5. Members joining the meeting through VC/OAVM, who have Company will remain closed on 25th September, 2026 for the not already cast their vote by means of remote e-voting, shall purpose of 42nd Annual General Meeting. be able to exercise their right to vote through e-voting at the ZODIAC 1 12. In compliance with the aforesaid MCA Circulars and SEBI the IEPF Authority can claim the same by making an online Circular, Notice of the AGM along with the Annual Report application to the IEPF Authority in the prescribed Form No. 2025-26 is being sent only through electronic mode to those IEPF-5 by following procedure as detailed on the website of Members whose email addresses are registered with the IEPF Authority www.iepf.gov.in. Company/Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the 18. In compliance with the provisions of Sections 124 and 125 of Company’s website www.zodiaconline.com, website of the the Companies Act, 2013 read with the Investor Education and Stock Exchanges where the shares of the Company are listed Protection Fund Authority (Accounting, Audit, Transfer and i.e. BSE [Showing first 8,000 characters — download PDF for full document]