Zodiac Ventures Limited held its 45th Annual General Meeting (AGM) on September 28, 2026, via video conferencing. The meeting focused on adopting FY26 financial statements and approving the disposal of the company's entire equity holding in an associate company.

Key resolutions passed

Members voted on several ordinary and special business items. The most significant special resolution involved the transfer of the company's 100% stake in Mumbai Mega Development Private Limited. Additionally, the board sought and received approval for expanded financial powers, including granting loans, providing guarantees, acquiring securities of other companies, and increasing borrowing limits.

The following table summarizes the key agenda items addressed during the proceedings:

Voting results analysis

The company submitted its voting results to the Bombay Stock Exchange on September 29, 2026. Out of 32,000 shareholders on the record date, votes were cast by promoters and public shareholders through remote e-voting and e-voting at the meeting.

All seven resolutions passed with overwhelming support. For the critical special resolution regarding the 100% stake sale in Mumbai Mega Development Private Limited, 99.32% of the votes polled were in favor. Only 0.68% voted against. The total number of shares held by voting members was 82,698,000, with 29,830,037 votes polled.

Promoters and promoter group members voted unanimously in favor of all resolutions, casting 22,539,640 votes. Public non-institutional shareholders, who held 58,408,360 shares, saw a slightly higher dissent rate. For the stake sale resolution, public non-institutional voters cast 7,088,302 votes in favor and 202,095 votes against, resulting in a 97.23% approval rate within this category.

What the Numbers Show

The voting data reveals a high concentration of promoter influence. Promoters hold 24,289,640 shares, representing approximately 29.4% of the total outstanding shares (82,698,000). However, due to low participation from institutional investors (who cast zero votes) and moderate retail participation (12.48% of their holding), promoter votes accounted for roughly 75.5% of the total votes polled (22,539,640 out of 29,830,037). This structural dynamic ensures that management proposals are passed with minimal friction, as seen in the near-unanimous support across all agenda items.

Meeting proceedings

The meeting commenced at 2:00 pm with a quorum of 87 members present through the virtual platform. Ramesh Shah, Chairman of the Board, presided over the session from the common venue in Mumbai. Jimit Shah, Managing Director, provided a summary of the company's operational performance and future plans for the year under review.

The statutory auditors, Pravin Chandok and Associates, were present to address any queries regarding the audit report. Divyesh N Vanpariya of DNV & Associates served as the independent scrutinizer for the e-voting process, which was conducted via the NSDL platform.

Governance and compliance

The company confirmed that e-voting facilities were available from September 25, 2026, to September 27, 2026, for shareholders registered as of September 3, 2026. Members who did not vote remotely were permitted to cast their votes during the live meeting. The meeting concluded at 2:27 pm, with voting remaining open for an additional 15 minutes until 2:42 pm.

Zodiac Ventures has scheduled its 45th Annual General Meeting (AGM) for September 28, 2026, to address the proposed sale of its entire stake in an associate company. The meeting will also seek shareholder approval for borrowing powers up to ₹200 crore.

The Board approved the schedule during a meeting on September 1, 2026, in Mumbai. The company will hold the meeting via video conference or other audio-visual means, complying with Ministry of Corporate Affairs (MCA) and SEBI circulars.

Financial Performance for FY26

The company reported significant growth in its financial results for the year ended March 31, 2026. Standalone net profit after tax rose 48% to ₹142.48 lakh from ₹96.13 lakh in the previous year. Consolidated net profit attributable to equity holders increased 131% to ₹154.42 lakh from ₹101.29 lakh.

Revenue from operations more than doubled, reaching ₹343.15 lakh on a standalone basis compared to ₹160.26 lakh in FY25. Other income surged to ₹138.15 lakh from ₹3.97 lakh, primarily driven by interest received on loans given.

Key Agenda Items

The AGM notice outlines several ordinary and special business items requiring shareholder approval:

• Sale of Associate Stake: The Board seeks approval to sell its 100% stake in Mumbai Mega Development Private Limited (MMDPL). The investment comprises 2,500 equity shares of face value ₹10 each, totaling ₹25,000. The buyer is Mr. Ajay Bansal, with consideration determined by an independent registered valuer.
• Borrowing Powers: Shareholders are asked to approve borrowing limits up to ₹200 crore under Section 180 of the Companies Act, 2013. This aims to support business operations and general corporate purposes.
• Loans and Guarantees: Approval is sought under Section 186 to grant loans, give guarantees, or acquire securities up to ₹100 crore.
• Related Party Transactions: Omnibus approval is requested for transactions with associate companies Zodiac Developers Private Limited (up to ₹10 crore) and Zodiac Capital Private Limited (up to ₹5 crore) for architectural services over 12 months.
• Director Reappointment: Mr. Ramesh Shah retires by rotation and offers himself for reappointment as a Director.

AGM and Voting Schedule

The Annual General Meeting is scheduled for Monday, September 28, 2026, at 2:00 pm. To facilitate the event, the Register of Members and Share Transfer Books will remain closed from Saturday, September 21, 2026, through Sunday, September 28, 2026, both days inclusive.

Shareholders can cast their votes electronically via the NSDL E-Voting Platform. The voting window and cut-off dates are detailed below:

Scrutinizer Appointment

The Board appointed Divyesh N Vanpariya, Proprietor of DNV & Associates, as the Company Secretary and Scrutinizer for the e-voting process. He will scrutinize both physical and remote e-voting for the Financial Year ended 2025-2026 to ensure fairness and transparency.

Ramesh Virji Shah, Whole-time Director, signed the disclosure filed with BSE Limited.