BSEAGM/EGM5h ago · 30 Sept 2026, 06:09 pm
Consolidated Voting results and Scrutinizer Report of the 42nd AGM of the Company.
Zodiac Clothing Company Ltd · 521163
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Zodiac Clothing Company Ltd has announced the voting results and scrutinizer's report of its 42nd AGM, where resolutions related to audited financial statements and director appointments were passed with majority votes.
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Governance Concern1/10
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Market Sentiment6/10
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Zodiac Clothing Company Ltd - 521163 - Shareholder Meeting / Postal Ballot-Scrutinizer''''s Report
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ZODIAC
30September, 2026
National Stock Exchange of India Ltd., BSE Limited,
Exchange Plaza, Corporate Relationship Department,
5th Floor, Plot No. C/1, G Block, First Floor, NewTrading Ring,
Sandra Kurla Complex, Rotunda Building, P.J. Tower,
Sandra East Dalal Street,
Mumbai -400051 Mumbai -400001
Scrip Code : ZODIACLOTH Scrip Code: 521163
Dear Sirs/Madam,
Sub: Details of the Voting Results & Scrutinizer's Report of the 42nd Annual
General_Meeting held on 30September, 2026.
Pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 attached please find the consolidated voting
results of the Remote E-voting & E-Voting done at the 424 Annual General
Meeting of the Company held on Wednesday, 30h September, 2026 along with
Scrutinizer's Report dated 30" September, 2026.
This is for your information and records.
Thanking you,
", s
CompanySecretary &
Membership No.: A960
Encl: As above
ZO D I A C C LOTHING C O MPAN Y LTD.,
NylocHouse,254,D-2.Dr.AnnieBesantRoad,Worli,Mumbai-400030.India.
Tel.:+912266677000Fax:+912266677279CIN:Ll7100MHl984PLC033143
TrademarkUnderLicenceFromMetropolitanTradingCo.
Website:wwwzodiaconline.com.Email:cosecy@zodiacmtc.com.
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter/promoter group are interested inthe
agenda/resolution?
To receive, considerand adopt the auditedfinancial statements (including audited
Description ofresolution considered consolidated financial statements) forthe financial yearended 31st March, 2026 and the
reports of the Board and the Auditors thereon.
9 Votes
ainst
onvotes
Promoter
Promoter
Group
Public
Institutions
Public-Non
Institutions
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter/promoter group are interested inthe
agenda/resolution?
To appoint a Director in place of Mr. Subramaniam Ramachandran Iyer (DIN:
Description ofresolution considered 00580437), who retires by rotation and being eligible, offers himselffor re-
%ofVotes
polled on
Promoter
Promoter
Group
Public
Institutions
Public- Non
1------------1
Institutions
Resolutionrequired: (Ordinary/ Special) Ordinary
Whetherpromoter/promotergroupareinterestedinthe
agenda/resolution?
To appoint a Director in place of Mr. Salman Yusuf Noorani (DIN: 00068423), who retires
Descriptionof resolutionconsidered
by rotation and being eligible, offers himselffor re-appointment.
% ofVotes
%ofvotesin %ofVotes
No. of No. ofvotes polledon No. ofvotes No. ofvotes
Category Modeofvoting favouronvotes againstonvotes
shares held polled outstanding -infavour -against
polled polled
shares
. ..
(1) (2) (4) (5) (6)=[(A)/(2)100 (7)=[(5)/(2))100
E-Voting 13138655
Promoter
and Poll 20025146 652900
Promoter
Group
Public
Institutions
Public- Non 1----------~
Institutions
Whetherresolutionis PassorNot.
CS Venkataraman. K.
Practicing Company Secretary
CombinedScrutinizer'sReportonRemoteE-voting&E-Votingconductedduring
42ndAnnualGeneralMeetingofZodiacClothingCompanylimited heldon Wednesday,
September30, 2026
TheChairman,
ZodiacClothingCompanyLimited
Nyloc House, 254, D-2,
Dr.AnnieBesant Road,
Worli, Mumbai -400 030.
Sub.: E-yotingResults oftheResolutlon(s} passedatthe42ndAnnual General Meeting {AGM} ofthe
Equity Shareholders of Zodiac Clothing Company Limited held on Wednesday, September 30,
2026 by meansofVideo Conferencing (VC} / OtherAudioVisual Means (QAyM]at03:00p.m.
(IST) in compliance with the General Circulars No. 20/2020 dated May 5, 202Q read with
Circulars dated April 8, 2020,April 13, 2020,_January 13, 2021, May 5, 2022, Circular No.,
10/2022 dated December 28, 2022, Circular No 09/2023 dated September 25, 2023 09/2024
dated September 19,2024 and 03/2025 dated September 22, 2925_issued bythe Ministry of
Corporate Affairs (MCA} and in accordancewith the various Circulars issuedby the Securities
and ExchangeBoard ofIndia(SEBI)(collectivelyreferredtoas"ApplicableCirculars')
I, Venkataraman K, Practicing Company Secretaries, have been appointed by the Board of Directors of
Zodiac Clothing Company Limited (hereinafter referred to as the "Company") at its Meeting held on
August 12, 2026, as the Scrutinizerforthe RemoteE-voting process as well as to scrutinize the electronic
voting(E-Voting) conductedduringthe42ndAGM pursuanttoSection 108oftheCompanies Act, 2013 read
with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with
Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended by the Applicable Circulars, providing relaxation for the
mannerinwhichtheAGMshall beheld andconductedthroughVCorOAVM.
TheApplicableCirculars providefor relaxation in the manner in which the AGM will be held includingthe
mannerof sending the Notices and Annual Reports to the shareholders and the manner of voting at the
meeting. I say, I am familiar and well versed with the concept of electronic voting system as prescribed
underthesaid Rulesandtherelaxationsas providedintheApplicableCirculars. · '
As mentioned in the Notice DatedAugust 12, 2026, (hereinafter referred as 'Notice'), the proceedings of
the42nd AGM will bedeemedto have been conductedat the RegisteredOfficeoftheCompanywhichshall
bethedeemedVenueoftheAGM.
ReportonScrutiny:
• The Company had appointed KFin Technologies Limited ('KFIN')as the Service Provider, for the
purpose of providing the facility of Remote E-Voting to the Members of the Company and for E
votingduringtheAGMandalsoforconductingthe42ndAGMthroughVC/OVAM.
• KFIN arealsothe"RegistrarandShareTransferAgents ('RTA')
1[Page
C-312, Vikasini CHS, Sector -8-B, C.B.D. B i - 400 614.
Mobile : +91-98200 35693 Email : venkatk60@yahoo. atk1960@gmail.com
• KFIN had provided a system forrecording the votesofthe Memberselectronicallythrough Remote E
voting as well as E-voting conducted during the AGM on all the items of the business (Ordinary
Business) sought to be transacted in the 42nd AGM·of the Company, which was held on Wednesday,
September30, 2026.
• KFIN had set up electronic voting facility on their website, https://evoting.kfintech.com.
The Companyhad uploaded all the items of the business to be transacted at the 42° AGMon its
website www.zodiaconline.com and on KFIN website https://evoting.kfintech.com and also on the
websites of BSE Limited and National Stock Exchange of India Limited (Stock Exchanges where the
Equity Shares of the Company are listed), to facilitate their members to cast their vote through
Remote E-Voting.
• The Management of the Company is responsible for ensuring compliance with the requirements of
the Act and the Rulesthere underand SEBI Listing Regulations.
• My responsibility as the Scrutinizer of the voting process (through E-voting), was restricted to
scrutinize the E-voting process (Remote E-voting and E-voting during the 42" AGM), in a fair and
transparent mannerand to prepare a Combined Scrutinizer's Report of the votes cast in favourand
against the resolutions stated in the Notice, based on the reports generated from the E-voting
system provided by KFIN.
• As prescribed in Clause IV ofthe Circulardated May 5, 2020 issued by MCA, which is forming part of
the ApplicableCirculars, the Company had released an advertisement priorto sending Noticesto the
Shareholders which was published in English in 'Business Standard' on September 03, 2026,
newspaper having wide circulation in the district where the Registered Office of the Company is
situated and in Marathi in 'Nav Shakti' on September 03, 2026. The Notice contained the required
information as provided underclause IV (a)to (g)ofthe said circular.
• The internal cut-offdate forthe dispatch ofthe Notice ofthe AGM was September4, 2026 and as on
that date, there were 10,374 Members of the Company. As mentioned in the Applicable Circulars,
KFIN had sentthe Noticesofthe AGMalongwith Annual Reportforthe FinancialYear2025-26 and E
voting details by emailto 9,864 Members, whose email IDs were made available byt
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