Zodiac-JRD-MKJ Ltd

The Members

Zodiac-JRD-MKJ Limited

Your Directors are pleased to present the Thirty Seventh (37th) Annual Report on business and operations of Zodiac-JRD-MKJ Limited (‘the Company') together with the Audited Annual Financial Statements for the financial year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other rules and regulations as applicable to the Company.

1. Financial Results

The Company's financial performance for the year under review along with previously figures is given hereunder:

2. Financial Performance & the State of Company Affairs

During the year under review, the Company has recorded the revenues of 1,289.34 Lakhs which was a decrease to 19.29% as compared to previous year of 1,597.55 Lakhs. The loss before tax increased by 84.57% to 203.86 Lakhs as compared to previous year profit of 110.45 lakhs. Theloss after tax at 136.93 Lakhs an increase of 39.13% as compared to previous year profit of 98.42 Lakhs. The detailed information on the affairs of the Company has been covered under the Management Discussion & Analysis, forming part of this Annual Report.

No material changes and commitments have occurred after the close of the year under review till the date of this Report, which affect the financial position of the Company.

During the year under review, there have been no changes in the nature of business of the Company.

3. Dividend and Reserves

In view of losses, your Directors have do not recommend any dividend to its members for the financial year 2023-24.

The Company has not transferred any amount to the general reserve during the financial year 2023-24.

4. Deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Credit Rating

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

6. Shifting of Registered Office of the Company

During the year under review, your Company has shifted its Registered Office from 910, Parekh Market, 39-J.S.S Road, Opp. Kennedy Bridge,

Opera House, Mumbai 400004 to 506, 513, 5^th Floor, 17G, Vardhaman Chamber, Cawasji Patel

Road, Hornimal Circle, Fort, Mumbai – 400001 with effect from January 12, 2024 which was within the local limits of the city.

7. Internal Financial Control System and its adequacy

Your Company maintains adequate and effective internal control systems which commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the business. The internal control systems of the Company are routinely tested and verified by Internal Auditor, Ms. Nita Jayesh Desai and -up significant actions are reported to the Audit Committee.

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control requirement and monitors the implementation of audit recommendations.

8. Subsidiaries, Joint ventures and associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. Board of Directors and Key Managerial Personnel

During the year under review, pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had approved appointment of following directors in terms of open offer.

1) Mr. Jamsheed Minoo Panday (DIN: 00232768) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

2) Mr. Mahesh Ratilal Shah (DIN: 00217516) as Managing Director w.e.f. December 29, 2023.

3) Mr. Mudit Sharadkumar Jain (DIN: 00647298) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

4) Ms. Rupal Patel (DIN: 08611604) as Additional Non-Executive (Women)

Independent Director w.e.f. December 29, 2023.

5) Mr. Dharmesh Pravin Kharwar (DIN: 08412150) as Additional Non-Execute Independent Director w.e.f. December 29, 2023.

6) Ms. Sunaina Primlani Gera (DIN: 07763740) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

7) Mr. Jitendra Kanhaiyalal Purohit (DIN: 08661712) as Additional Non-Executive Non-Independent Director w.e.f. February 20, 2024; and

8) Mrs. Preeti Pranav Sanghavi (DIN: 02076373) as Whole-Time Director w.e.f. February 20, 2024.

Apart from the aforementioned appointments, following directors ceased to be the Directors of the Company. The Board placed on record their appreciation for the valuable contribution and guidance as Directors of the Company.

1) Mr. Jayantilal A. Jhaveri (DIN: 00020250) as Chairman / Non-Executive Non-Independent Director w.e.f. December 29, 2023.

2) Mr. Devang R Jhaveri (DIN: 00020235) as Whole-time Director w.e.f. December 29, 2023.

3) Mr. Rajnikant A Jhaveri (DIN: 00020351) as Non-Executive Non-Independent Director w.e.f. December 29, 2023.

4) Mrs. Neeta J Jhaveri (DIN: 01131017) as Non-Executive Non-Independent Director w.e.f. December 29, 2023.

5) Mr. Jindat K Mehta (DIN: 00020303) as Non-Executive Independent Director w.e.f. December 29, 2023.

6) Mr. Hasmukh B. Thakker (DIN: 03351903) as Non-Executive Independent Director w.e.f. December 29, 2023.

7) Mr. Uday Shah (DIN: 07679833) as Non-Executive Independent Director w.e.f. December 29, 2023.

8) Mr. Mohit Thakur (DIN: 08487825) as Non-Executive Independent Director w.e.f. December 29, 2023.

9) Mrs. Sheela Kadechkar (DIN: 06862410) as Non-Executive Independent Director w.e.f. December 29, 2023.

10) Mr. Jayesh Jhaveri (DIN: 00020277) as Managing Director w.e.f. January 17, 2024.

Further, the Members at the Extra-ordinary General Meeting held on March 26, 2024 has approved the appointment of Mr. Jamsheed Minoo Panday; Mr. Mudit Sharadkumar Jain and Ms. Sunaina Primlani Gera as a Non-Executive Non-Independent Director of the Company and Ms. Rupal Patel; Mr. Dharmesh Pravin Kharwar and Mr. Jitendra Kanhaiyalal Purohit as an Non-Executive Independent Director, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from December 29, 2023; December 29, 2023 and February 20, 2024 respectively. Ms. Sunaina Primlani Gera (DIN: 07763740) has resigned from the post of Director of the Company w.e.f.16th july,2024 due her personal reason. The

Board placed on record her appreciation for the valuable contribution and guidance as Directors of the Company In accordance with the provisions of Section

152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Mudit

Sharadkumar Jain (DIN: 00647298) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

As per the provisions of the Act, Independent

Directors have been appointed for a period of five years and shall not be liable to retire by rotation.

All other Directors, except Managing Director and Whole-Time Director, are liable to retire by rotation at the Annual General Meeting of the Company.

The brief details of the Directors proposed to be re-appointed as required under Secretarial Standard

2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing

Regulations is provided in the Notice convening Annual General Meeting of the Company.

During the year under review, and in compliance of Section 203 of the Act, Mr. Monil Mahesh Shah was appointed as a Chief Financial Officer and

Whole Time Key Managerial Personnel of the Company w.e.f. December 29, 2023. Mr. Mitesh Temgire has resigned as Chief Financial Officer of the Company at the close of business hours on December 29, 2023.

Also, Ms. Pooja Shah was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. October 27, 2023. Mr. Tejas Shah has resigned as Company Secretary & Compliance Officer of the Company w.e.f. July 31,

2023.

As on the date of this Report, Mr. Mahesh Shah, Managing Director, Mr. Monil Shah, Chief

Financial Officer and Ms. Pooja Shah, Company

Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration from Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Act and SEBI Listing

Regulations and they have registered their names in the Independent Directors' Databank. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with

Schedule IV of the Act.

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) or are debarred or disqualified Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

All members of the Board and senior management have affirmed compliance with the Code of

Conduct for Board and senior management for the financial year 2023-24.

10. Number of Board Meetings

During the year under review, nine (9) meetings of the Board of Directors were held viz. on April

25, 2023; May 19, 2023; August 04, 2023; August 28, 2023; October 27, 2023; November 06, 2023; December 29, 2023; February 13, 2024 and February 20, 2024. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance

Report forming part of this Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations.

11. Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee. During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Report.

The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

12. Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Boardboardof Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

13. Board Evaluation

The Company has devised a Policy for performance evaluation of the Board, its Committees and other individual Directors

(including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee

Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chairman.

The Chairman of the respective Board

Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

14. Familiarization Programme for Independent Directors

The Company has developed and adopted structured induction programs for orientation and training of directors at the time of joining and during their term to ensure familiarization of directors with, the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. A note on the familiarization programme adopted by the Company for orientation and training of the Directors is provided in the report on Corporate Governance, which forms part of this Annual Report.

15. Policies on the appointment of Directors and their Remuneration

The Board recognizes the importance of having a diversified viz constructive discussion, better decision making and long-term value creation for all the stakeholders. In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the Company has formulated and adopted a Nomination

& Remuneration Policy on appointment and remuneration of directors, senior management and Key Managerial Personnel including criteria for determining qualifications, independence of a director and other matters.

The Nomination and Remuneration Policy is available on the website of the Company at https://zodiacjrdmkjltd.co.in/investor-relations/ We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that: (a) in the preparation of the annual accounts for the financial year ended March 31,

2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and loss of the Company for the year under review; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) the annual financial statements have been prepared on a going concern basis; (e) proper internal financial controls laid down by the Directors were followed by the

Company and that such internal financial controls are adequate and operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

17. Auditors & Auditors' Report Statutory Auditors and Audit Report

Bansi Khandelwal & Co., Chartered Accountants (Firm Registration No. 145850W), were appointed as Statutory Auditors of the Company at the 35^th AGM held on September 29, 2022, to hold office till the conclusion of the 40^th AGM.

Further, on January 31, 2024, Bansi Khandelwal & Co., Chartered Accountants had tendered their resignation due to change in the management and staff constraints. However, in compliance with Para 6(A) (iii) of SEBI circular No. CIR/CFD/ CMD1/ 114/2019 dated October 18, 2019, Bansi Khandelwal & Co., had carried out the limited review for the quarter ended December, 2023 as well as audit report for the quarter and year ended

March 31, 2024.

Accordingly, the Members of the Company at the

Extra Ordinary General Meeting held on March 26, 2024 had appointed, on recommendation of

Audit Committee and Board of Directors, H.G.

Sarvaiya & Co., Chartered Accountants (Firm Registration No. 115705W) as Statutory Auditors of the Company w.e.f February 13, 2024 for the period of 5 years until the conclusion of the Annual General Meeting of the Company for the financial year 2028-29 to fill up the causal vacancy caused by the resignation of Bansi Khandelwal & Co.,

Chartered Accountants.

H.G. Sarvaiya & Co., Chartered Accountants, (i) have expressed their willingness to be appointed for a period of five submitted their confirmation to the effect that they satisfy the criteria provided in Section 141 of the

Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

There is qualification made by Bansi Khandelwal & Co., Statutory Auditors in their Audit the Statutory Report for the year ended March 31, 2024 and reply of Management is as under:

Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the financial year 2023-24.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the

Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed P M Agarwal & Co.,

Company Secretary in Practice to undertake the

Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 in the prescribed Form MR-3 is attached to this Report -endas "Annexure I".

The Secretarial Audit Report does not contain any qualifications, reservations or adverse disclaimer.

Pursuant to Regulation 24A of the SEBI Listing

Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2024, has been submitted to the Stock Exchanges. Further, in this regard, please note that the Company does not have any material unlisted Indian subsidiaries during financial year 2023-24

Internal Auditors

Ms. Nita Jayesh Desai, Chartered Accountant had conducted an Internal Audit of the Company for the financial year 2023-24. Significant observations and corrective actions thereon are presented to the Audit Committee of the Board.

Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud as specified under the second Provision of Section 143(12) of the Act.

18. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Act regarding

Corporate Social Responsibility are not applicable to the Company.

19. Risk Management & Internal Financial Controls

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management, which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization.

The objective of the risk management framework is to enable and support achievement of business objectives through risk intelligent assessment while also placing significant identifying and mitigating risks within the business.

Further, details on the Company's risk management framework is provided in the Management Discussion and Analysis report.

20. Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure II" to this Report.

During the year under consideration, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 hence particulars as required under section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are not given.

21. Related Party Transactions

All the related party transactions entered during the financial year were at arm's length and in the ordinary course of the Company's business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. In compliance with the requirement of SEBI Listing Regulations, names of related parties and details of transactions with them have been included in notes to the financial statements provided in this Annual Report. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board are available ontheCompany‘s websiteat from the Secretarial Auditor confirming https:// zodiacjrdmkjltd.co.in/investor-relations/ There are no materially significant party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed

Form AOC-2 in terms of Section 134 of the Act is not required.

Statutory Disclosures

The details of the related party transactions as per IND AS 24 on Related Party Disclosures are set out in Note 33 to the standalone financial statements of the Company.

The Company in terms of Regulation 33 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions, in the format specified by the stock exchanges. The said disclosures are available on the website of the Company at https:// zodiacjrdmkjltd.co.in/

The Annual Return of the Company as on March 31, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://zodiacjrdmkjltd.co.in/

23. Management Discussions & Analysis

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management

Discussion and Analysis Report is presented in separate sections, forming part of this Annual Report.

24. Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the SEBI Listing Regulations together with a Certificate compliance with the conditions of Corporate

Governance are provided separately as annexed herewith as "Annexure III" to this Report.

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI

Listing Regulations for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

The Policy is appropriately communicated within the Company across all levels and has been displayed on the Company's website at web link https://zodiacjrdmkjltd.co.in/investor-relations/ for stakeholders.

Protected disclosures are made by a whistle blower in writing to the Ombudsman i.e. Chairman of the Audit Committee under the said mechanism no person has been denied direct access to the Chairperson of the Audit Committee. The

Audit Committee and Stakeholders Relationship Committee periodically reviews the functioning of this Mechanism.

26. Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee

(‘ICC') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134

(3) (m) of the Act read with Companies (Accounts)

Rules, 2014 as detailed below

1) Total power and fuel consumption.

2) Total energy consumption per unit of production.-

3) Foreign Exchange Earnings and Outgoings.

28. Particulars of Loans, Guarantees or Investments

The Investment made during the year are in compliance with Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investment are given in Note 06 of the Financial Statements for the year ended March 31, 2024.

The Company has not given any Loans and Guarantees under Section 186 of the Act by the

Company.

29. Material changes affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

30. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company operations in future

During the year under review, there were no the significant regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

31. Insurance

The Company's plant & machinery, buildings, stocks & assets are adequately insured.

32. Other Disclosures

? The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

? No application has been made under the

Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

? The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

33. Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.