Zodiac Clothing Promoters Acquire 14.64 Lakh Equity Shares Through Preferential Allotment

Zodiac Clothing Company Limited has disclosed a substantial acquisition of 14,64,414 equity shares by its promoter and promoter group members through preferential allotment. The acquisition, completed on January 16, 2026, was disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Acquisition Details

The share acquisition involved seven members of the Noorani family, comprising one promoter and six promoter group members. The transaction was executed through preferential allotment, with the company's equity share capital expanding significantly following the allotment.

Parameter:	Details
Total Shares Acquired:	14,64,414 equity shares
Acquisition Date:	January 16, 2026
Mode of Acquisition:	Preferential Allotment
Number of Acquirers:	7 individuals

Participating Members

The acquisition involved the following individuals from the promoter and promoter group:

Mr. Salman Yusuf Noorani (Promoter)
Mrs. Zehra Salman Noorani (Promoter Group)
Mr. Adnan Salman Noorani (Promoter Group)
Mrs. Muna Noorani (Promoter Group)
Mr. Mohamed Awais Jehangir Noorani (Promoter Group)
Mr. Mohamed Musaed Abu Nasr Noorani (Promoter Group)
Ms. Saniyya Noorani (Promoter Group)

Share Capital Impact

The preferential allotment resulted in a substantial increase in the company's total equity share capital. The detailed breakdown shows the expansion from the pre-acquisition to post-acquisition share capital.

Share Capital Status:	Number of Shares
Before Acquisition:	2,59,93,717 equity shares
After Acquisition:	2,74,58,131 equity shares
Total Diluted Capital:	2,74,58,131 equity shares

Individual Holdings Summary

The disclosure documents reveal varying acquisition amounts among the participating members. Mr. Salman Yusuf Noorani, as the promoter, acquired 2,44,069 shares, representing 0.89% of the total share capital. Other family members acquired different quantities, with Ms. Saniyya Noorani acquiring the largest portion of 3,86,605 shares, representing 1.41% of the share capital.

Regulatory Compliance

The company filed the disclosure with both BSE Limited and National Stock Exchange of India Limited, where Zodiac Clothing Company's shares are listed. The disclosure was signed by Company Secretary Kumar Iyer and submitted on January 20, 2026, maintaining compliance with SEBI regulations for substantial acquisitions by promoter groups.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.86%	-4.73%	-8.90%	-28.12%	-36.33%	-35.12%

Zodiac Clothing Company Limited has successfully concluded its postal ballot voting process, with shareholders approving all four special resolutions with overwhelming majority support. The company announced the voting results on January 5, 2026, following the completion of the e-voting period that ended on January 3, 2026.

Voting Participation and Process

The postal ballot process was conducted in accordance with Regulation 44 of SEBI (LODR) Regulations, 2015, with B. Narasimhan of BN & Associates serving as the appointed scrutinizer. The e-voting facility was provided by KFin Technologies Limited, enabling shareholders to cast their votes electronically.

Parameter:	Details
Record Date:	November 28, 2025
Total Shareholders:	10,814
Total Shares Outstanding:	2,59,93,717
Shareholders Participated:	66
Shares Voted:	1,25,59,563
Voting Percentage:	48.32%

Resolution-wise Voting Results

All four special resolutions received strong shareholder support, with approval rates exceeding 99.99% across all items:

Resolution 1: Preferential Allotment of Equity Shares

Category:	Shares Held	Votes Polled	In Favour	Against	Approval %
Promoter Group:	1,85,60,732	1,23,18,582	1,23,18,582	0	100.00%
Public Non-Institutions:	74,32,985	2,40,981	2,40,634	347	99.86%
Total:	2,59,93,717	1,25,59,563	1,25,59,216	347	99.997%

Resolution 2: Re-appointment of Managing Director

Category:	Shares Held	Votes Polled	In Favour	Against	Approval %
Promoter Group:	1,85,60,732	1,23,18,582	1,23,18,582	0	100.00%
Public Non-Institutions:	74,32,985	2,40,981	2,40,029	952	99.60%
Total:	2,59,93,717	1,25,59,563	1,25,58,611	952	99.992%

Key Appointments and Corporate Changes

The approved resolutions encompass significant corporate governance and strategic decisions:

• Fundraising Initiative: Approval for raising funds through preferential allotment of equity shares to individual investors from the promoter and promoter group

• Leadership Continuity: Re-appointment of Mr. S. Y. Noorani (DIN: 00068423) as Managing Director with approved remuneration structure

• Board Expansion: Appointment of Mr. Mohamed Musaed Abu Nasr Noorani (DIN: 06955214) as Non-Executive, Non-Independent Director

• Governance Updates: Alterations to the company's Articles of Association

Resolution 3 & 4 Results

The remaining two resolutions also received strong shareholder endorsement:

Resolution:	Description	Approval Rate
Resolution 3:	Director Appointment	99.993%
Resolution 4:	Articles Alteration	99.997%

Regulatory Compliance and Timeline

The postal ballot notice was issued on December 4, 2025, with the e-voting period commencing from December 5, 2025, at 9:00 AM IST and concluding on January 3, 2026, at 5:00 PM IST. The resolutions are deemed passed effective from the last date of voting, January 3, 2026.

The scrutinizer's report confirmed full compliance with the Companies Act, 2013, and related rules, with all procedural requirements being met during the voting process. The results have been made available on the company's website and will be communicated to the stock exchanges where Zodiac Clothing's shares are listed.