Zodiac Ventures Ltd has approved the re-appointment of Jimit Ramesh Shah as Managing Director and Ramesh Virji Shah as Whole-time Director for a five-year term.

The board also recommended the appointment of Mangilal Tikuchand Jogani as a Non-Executive Independent Director. These appointments are subject to shareholder approval via postal ballot, with e-voting scheduled from October 18 to November 17, 2026.

Board decisions on leadership continuity

The board meeting held on October 15, 2026, considered and approved several key governance matters. The re-appointments of Jimit Ramesh Shah (DIN: 01580796) and Ramesh Virji Shah (DIN: 01580767) were approved for a period of five years, effective November 2, 2026, to November 1, 2031. This decision follows the expiry of their previous terms on November 1, 2026.

Additionally, the board approved the appointment of Mangilal Tikuchand Jogani (DIN: 01401993) as an Additional Director in the category of Independent Director, effective September 30, 2026. His regularisation as an Independent Director for a five-year term ending September 29, 2031, requires shareholder approval through a special resolution.

Postal ballot and e-voting schedule

Shareholders will vote on these resolutions via remote e-voting only. The cut-off date for determining eligible voters is October 9, 2026. The e-voting period commences at 9:00 am on October 18, 2026, and concludes at 5:00 pm on November 17, 2026.

Divyesh N Vanpariya, proprietor of DNV & Associates, has been appointed as the Scrutinizer to oversee the postal ballot process. Results will be declared within two working days after the conclusion of voting.

Key personnel details

The following table summarizes the profiles and terms of the directors involved in the proposed resolutions:

Governance structure insights

The disclosures highlight a family-centric management structure, with Ramesh Virji Shah holding 15.23% shareholding and serving as Chairman and Whole-time Director, while his son, Jimit Ramesh Shah, holds 3.70% and serves as Managing Director. The introduction of Mangilal Tikuchand Jogani, who has no familial ties to the existing board, adds an independent voice with over three decades of experience in the Mumbai real estate sector. Notably, none of the directors listed seek or have drawn remuneration from the company in their current capacities.

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.