Financial Results- 31.03.2025

ZODIAC

28th May, 2025

Dear Sir/Ma’am,

Sub: Outcome of the Board Meetinq held on 28thMay, 2025

Pursuant to Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the Board of Directors of the Company at their meeting held on 28th May, 2025 have interalia considered, approved/taken on record the following:

1. The Audited Standalone and Consolidated Financial Results of the Company for the Quarter and Financial Year ended 31 tMarch, 2025.

2. Independent Auditors Report on the Standalone and Consolidated Financial Resuks of the Company for the Financial year ended 31 t March, 2025 with unmodified opinion.

C The Board of Directors of the Company have not recommended any Dividend for the financial year ended 31° March, 2025.

d. Issue of equity shares on Preferential Basis upto Rs. 15 Crores to the following Promoters of the Company, subject to the approval of the shareholders through postal ballot and such other regulatory/statutory approvals as may be necessary:

1. Mr. Mohamed Anees Noorani

2. Mr. Salman Yusuf Noorani

The Issue Price of the aforesaid Preferential Issue of equity shares shall be determined on the Relevant Date (i.e. 18thJune, 2025) based on the pricing formula as per Part IV of Chapter V of SEBI ICDR Regulations, 2018. (enclosed herewith as ‘Annexure-A’)

e. Appointment of Mls. Robert Pavrey & Associates LLP, Company Secretaries as the Secretarial Auditor of the Company for a period of five (5) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30 (1st term), based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company at the ensuing 41 tAnnual General Meeting (AGM). (enclosed herewith as ‘Annexure-B’)

Brief details in accordance with the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are annexed herewith as Annexure A & Annexure B.

Z O D I A C C L O T H I N G C O M P A N Y L T D.,

Nyloc House. 254. D -2. Dr. Annie &saot RoaA Lorli. 4hunbai — 400 030. India. Tel.: +91 22 6667 7000 Fax: +9l 22 6667 7279 C'W: L l7l004fHl 984PLC'03 3143

Trademark Linder Licence From 4Ietropolitnn Tradmg C'o.

ZODIAC

The Meeting of the Board of Directors of the Company commenced at 04:30 p.m. and concluded at 08:10 p.m.

We request you to kindly take the above on record. Thanking you,

Yours faithfully,

For Zodiac Clothing Company Limited

Iyer Kumar Krishnan

Kumar lyer

Digitally signed by Iyer Kumar Krishnan Date: 2025.05.28

20:52:48 +05'30'

Company Secretary Membership No.: A9600

Encl: As above

Z O D I A C C L O T H I N G C O M P A N Y L T D.,

Nyloc House. 254. D -2. Dr. Annie &saot RoaA Lorli. 4hunbai — 400 030. India. Tel.: +91 22 6667 7000 Fax: +9l 22 6667 7279 C'W: L l7l004fHl 984PLC'03 3143

Trademark Linder Licence From 4Ietropolitnn Tradmg C'o.

MSKA 6 Associates

Chalered Accountants

HO

602, Floor 6, RaheJa Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E), Mumbai 400063, lHDlA Tel: •91 22 6974 0200

Independent Auditor's Report on Standalone Audited Annual Flnanctal Results of the Zodiac Clothing Company Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended.

To the Board of Directors of Zodiac Clothing Company Limited

Opinion

We have audited the accompanying statement of Standalone Annual F1nancial Results of Zodiac Clothing Company Limited (hereinafter referred to as ‘the Company’) for the year ended March 31, 2025 (‘the Statement’), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Statement:

1. is presented in accordance with the requirements of Regulation 33 of the L1Sting Regulations in this

   regard;and

2. gives a true and fair view, in conform1ty with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 ("the Act”), read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the net loss and other comprehens1ve loss and other financ1af information of the Company for the year ended March 31, 2025.

Basis for Opinion

We con4ucted our audit in accordance Mth the Standards on Auditing (SAs') specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are retevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities 1n accordance with these requirements and the Code of Ethics.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Management's and Board of Directors' Responsibilities for the Statement

This Statement, which is the responsibility of the Company*s Management and approved by the Board of Directors, has been prepared on the basis of the Standalone Annual F1nanciat Statements. The Company's Board of Directors is responsible for the preparation and presentation of this Statement that gives a true and

head Office: 602, Floor 6, Raheja Titsnum, Western Express Highway, Geetanjati Railway Colony, Ram Nagar, GoregacB1 (E), Mumbai 400043, INDIA, Tel: +9J 22 6974 02f¥l

Ahmedabad I Bengalvru | Chennai | Goa I Gurupam | Hyderabad I koCH I Kolkata | Mlsubai | Pune

www msk

MSKA & Associates

Chartered Accountants

fair view of the net loss, and other comprehensive loss and other financial information in accordance Mth the recognition and measurement principles fald down in accordance w1th the Indian Accounting Standards prescribed under Section 133 of the Act read with COMpanies (Indian Accounting Standards) Rules, 2015, as amended, issued thereunder and other accounting principles generally accepted in India and is in compliance vrlth Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that g1ve a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors of the Company is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern bas1s of accounting unless the Board of Dtrecton either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors 1s also responsible for overseeing the financial reporting process of the Company.

Auditors' Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material m1sstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a h1gh level of assurance, but 1s not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures respomive to those risks, and obtain audit ey1dence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud 1s higher than for one resulting from error, as fraud may involve collusion, forgery, 1ntentlonal omissions, misrepresentations, or the override of internal control.

• Obtain an understanding ef internal control relevant te the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are aso responsible for expressing our op1nIon on whether the Company has adequate internal financial controls with reference to Standalone F1nancial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

  and related disclosures made by the Board of Directors.

  Head Office: 602, Flror 6, RaheJa Titanlum, Western Express Highway, GeetanJall Ra1tway Colony, Ram Nagar, Goregaon (E), I umbat 4f0063, IIJDIA, Tet: +91 22 6974 02N xhmedabad I Bengaluru I Chandigarh Chennai I Coimbatore I Gaa I Gurugram I Hyderabad I Koch I Kolkata I Mumbat I Pune

  MSKA & Associates

  Chartered Accountants

• Conclude on the approprtateness of the Board of Directors use of the going concern basks of account1ng and, based on the audit evidence obta1ned, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, If such disclosures are inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date ofow auditor*s report. However, future events or conditions may Cause the Company to cease to continue as a going concern.

• EYatuate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underfjring transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance of the Company of which we are the independent auditors regarding, among other matters, the ptanned scope and timing of the audit and significant audit findings, including any significant deficiencies tn internal control that we identify during our audit.

We also provide those charged w1th governance with a statement that we have complied with relevant ethical requirements regarding Independence, and to communicate with them aft relationships and other matters that may reasonably be thought to bear on our independence, and where appl1Cabte, related safeguards.

Other Matter:

The Statement includes the results for the quarter ended March 31, 2025 being the balancing figure between the audited figures tn respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting” which were subject to limited review by us.

Our opinion is not modified in respect of the above matter.

For it S K A & Associates Chartered Accountants

ICAI Firm Regstratlon Ho.105047W

Ankush Agrawal Partner

Membership No. 159694 UDIH: 25159694BMLWHA5659

Place: Aumbai Date: May 28, 20Z5

Head Office: 6P2, Floor 6, Raheja T1tanum, western Express Nighway, Geetanjafi Railway Colony, Ram Nagar, Goregaon (E), Mumbai 4QI063, INbIA, Tet: +9 22 6974 0200 6hrrledabad f 8engaturu I Ckandigarft I Chennai I Coimbatore / Goa { Gurugram f Hyderabad ) Xodtf I Xotl‹ata f JAJmba) / Ptlce

ZODIAC CLOTHING COMPANY UMITEO

Regd. OffC9: Nyloc HDU@ 254,D-3 Dr. Annie Besant P,Oad, Wodi, Mtxnbai d£¥XI30

Tet:022-666770IXI. far: 022-66677279, Webdte:wvns.zcdiaconfine.com,Ematt Id:cosecy/g odlacmtc.com CIN: £171fX]NtH19B4PLC033143

STATEMENY 0f‘- AUDITtD STMDALONE NI¥ANCIAL RSMJLTS FDfi THE QUARTER AND YEAR ENDED MARQI 31, Z0Z5

ZODIAC NOTHING COMPANY LIMITED

DOTESTO MDFFEO STMDAt CIE RNANCIAI.RESULTS FOR THE QUA8TgRAN0 ¥€AB ENDEDMARCF'| 3$, 2025

1. TI+e above audited standalone financial results are Prepared In compliance wjth Indian Accouming Standards ('Ind M’) ts notified wtW section 133 of the Companies Act, 2013 (”the Act”) t€omp¥nles (indian Accosting Standards) Rules, 201S|, as amended and other generally accejned accounbng practkes and prinddes and guiddines Issued by the Sacurfttes and Exchange4card of fndla (SEB) under SEBI (Usting olMgctions and Dlcdosure Requliamems) RaguletioH 2D1S as amended.

2. The audited standalone financld results far the quarter and yes ended Merch 31, 2025, were redewed end recommended by the Audh Cornmlttee and ePnroved by 1e Baard of DlreCt€vs at thelr respective meetings field on May 28, 2025. The Statutory audltors of the Company have ksued an unmodified oalnlon on the stkf audited standalora financbl results.

vu C=•pa•y i••xdvsiveIy engaged In the business of clothing and clothing accessories and the operating rect Its from the sald bedness b revtewad by Chief eperadng decision mal‹er to make dedsiw about allocation af resources and assessment of performance. Accordingly. consideringtf+e Company has One I>Jsfness segment, dbclosure h respect of md AS IN -Opening 5egmeMS is not given,

d) PHrsutnt to the amettdments In the rinanca 8i(I, 2024 in respect of taxation of capital gains, the C‹xnpany ha$ remea9ured its defeated tax assets / liabilltles on kems sJbject to capital gain taxation and ercordlngy a one time cumulative impact of 6a 591.00 Lakhs kas been rec€gitised dunng the year ended Marct 31.2025.

c} TU figures for tha last cuaAer are the bdl¥nr:lfigflgures between cuddled figures in respect of the full financial year and the unaudited pubtished year to date fgures upto th¥d quarter of the flnalcia(

year whkh ware subjacrad to Llmitad Review.

Figures of previous periods/year have been regrouped, wherever necessary.

g) 7he above eudlted standalone financial results of the Company are avadable on the Company's aml stock exchanges websltes Ihttps://www.zodfaconlInezoñtl, BSE (wxtw.kseindla,com) and NsE (https://www.nsaindia.com}, where the shares of the Company be gsted.

Place: Mumbei

zozs

v * .0

vke chairmen a ua

ZODIAC CLOTHING COMPANY LIMITED

STATFUGMT OFAODITEO STANOALOkE ASSETS AND UABiLITIES AS AT MA9CH 31, 202S

T‹Hal-GqeRy 22,31S.63

Finanda liablfities

- Lease FiabWUes

! -Gthgr financial Iiab}lttlec

Other n rrent Rabllities

73,01

C567

12.62

3,466.43

‘ Tot 3,g5

Current BabllMes

Financial liabilities

• BofYoWlrlg5

• Leace lizbilkies

  (b) total outstanding dues of creditors other than miclq enterprises and small gntergrlses

• Other financial liabillties

Other current 1:sbilitits

To r.mm»r. Lostn

4.621.37

3,9t6.9I

236.96

S388 79o.91

32A9S.21

4Q¥4.14

j,Gp2.SJ

3,45?.5S

216.23

74.94

716.82

s,‹xis,ss

35.444.44

ZODIAC CLOTHING COMPANY LIMITED

STATEMENT OF AUDITED STANDALONE CASH FLOWS FOR THE YEAR ENDED MARM 31, 2025

In Lakhs)

MSXA & Associates

Chartered Accountants

HO

60Z, Fk›or 6, Raheja TJtanum, Western Express Highway, Geetanjalt Railway Colony, Ram Nagar, Goregaon (E), Mumbai 400063, tNOlA Tel: +91 22 69710200

Independent Auditor's Report on Consolidated Audited Annual Financial Results of the Zodiac Clothing Company Limited pursuant to the Itegulation 33 of the 5EBl (Listing Obligations and Disclosure Requirement) Reguiations 2015, as amended.

To the Board of Directors of Zodiac Clothing Company Limited

Opinion

We have audited the accompanying Statement of Consolidated Annual Financial Results of Zodiac Clothing Company Limited hereinafter referred to as the ‘Holding Company’) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group"), for the year ended March 31, 2025 (‘the Statement’) attached herewith, being submitted by the holding Company pursuant to the requirement of Regulation 33 of the SEBI tList.ing Obigations and Disclosure Requirements) Reputations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations gtven to us, and based on the consideration of report of otf›er auditor on separate audited financial statements / financial information of the subsidiaries, the aforesaid Statement:

1. Includes the annuat financial results of Ho(ding Company and the following ent1ties:

   Sr.	Name of the entity		Relationship with the Holding Company
   1.	Zodiac Clothing Co. S.A., Switzerland		Wholly owned subsidiary
   2.	Zodiac Clothing Co. (U.A.E.) LLC, UAE		SuDsidtary of Zodiac Clothing Company S.A.
   3.	zodiac Clothing Bangladesh Limited, Bangladesh		Subsidiary of Zod1ac Clothing Company (U.A.E.) LLC
   4.	Zodiac Clothing Company INC., USA		Subsidiary of Zodiac Clothing Company (U.A.E.) LLC
   5. 6.	Zeta Technologies, Inc., USA		Subsidiary of zodiac Clothing Co. SA. Subs1diary of Zodiac Clothing Co. S.A.
   	Zodiac Clothing Company Private Limited, UK

2. Is presented in accordance with the requirements of Regulation 33 of the Listing Regulations tn th1s

   regard; and

3. gives a true and fair view in conformity with the recognition and measurement pr1nciptes laid down In the apptcabe accounting standards prescribed under Section 133 of the Companies Act, 2013 ("the Act”), read with Companies (Indian Accounting Standards) Rutes, 2015, as amended, and other accounting prindples generally accepted in India, of the net toss and other comprehensive loss and other financial information of the Group for the year ended March 31, 2025.

Head Ofrice: 602, Ftoar 6, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E), ñtumbai 400063, INDIA, Tel: +91 22 6974 0200

Ahrr›edabad I Bengaluru ) Chelviat | G0a | Gurugram I Hyderabad I ¥ochi | Kolkata | Mumbai ] Pune

pg¿w mka ir,

MSKA & Associates

Chartered Accountant

Basfs for Opinion

We conducted our aud›t in accordance with the Standards on Auditing (‘5As’) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's ResponsibiliNes for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group In accordance wtth the Code of Ethics issued by the Institute of Chartered Accountants of India together wlth the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the Rutes thereunder, and we have fulfilled our other ethcat responsibilities in accordance Mth these requirements and the Code of Eth1C5.

We believe that the audit evidence obtained by us and other auditor in terms of their report referred to in "Other ibatters" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Management's and Board of Directors* Responsibilities for the Consolidated Financial Results

This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared on the basis of the Consolidated Annual Financtat Statements. The Holding Company's Board of Directors is responsible for the preparation and presentation of this Statement that gives a true and falr view of the net loss, and other comprehensive loss and other financial informat1on of the Group in accordance with the recognition and measurement principles laid down In accordance with the applicable Accounting Standards prescribed under Section 133 of the Act read wlth Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India and is in compf1ance with Regulation 33 of the Listing RegUlst1ons. The respective Board of Directors of the companies 1ncluded in the Group are responsible for maintenance of adequate accounting records 1n accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentat1on of the Statement that give a true and fair view and are free from mater1al misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to go1ng concern and using the going concern basis of account1ng unless the respective Board of 01rectors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Head Office: 602, Flr›or 6, Raheja Titanium, WesLem Express Highway, Geetanjali Railway Cobny, Ram Magar, Goregaon (E), /tumbai 400063, INDIA, Tel: +91 Z2 6974 0200

Ahmedabad { %ngaluru ( Chandigarh I Chennai | Coimbatore' l Goa I Gurugram | Hyderabad { Itochi I Kolkata I Mumbal | Put+e www mska in

MSKA & Assoc1ates

Chartered Accountants

Auditors' Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurar›ce1 a htgh leve of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exlsts. M1sstatements can arise from fraud or error and are considered material if, indtvidually or in the aggregate, they could reasonably be expected to influence the economic zlecisions of users taken on the basis of this Statement.

As part of an audit in accordance Mth SAs, we exercise professional judgment and maintain profess1onal skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those r1sks, and obtaln audit evidence that is sufficient and appropriate to provtde a basis for our opinion. The r1sk of not detecting a material misstatement resulting from fraud is h1gher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the overr1de of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are ako responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to Consolidated Financial Statements In place and the operating effectiveness of such control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors use of the going concern bas1s of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast s1gnificant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audttor's report to the related disclosures In the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentat1on, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair

• Obtaln sufficient appropriate audit evldence regarding the financial results/financial 1nformat1on of the entities within the Group to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such ent1t1es included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solety responsible for our aud1t opinion.

Nead Officer 60Z, Flu 6, Raheja Ttanfum, Western Express Highway, GeetanJalt Ra1lway Colony, Ram Nagar, Goregaon {E), Mumbai 4f 1063, INDIA, Tel: •91 22 697a 0700

A*a edabad I Bengafuru l Chandigarh I Chennai | Coimbatore I Goa I Gurugram | Hyderabad | Kochj | Kolkata | AumbaT I Pune v 0 ,mskn in

MSKA & Associates

Chartered Accountants

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are the independent auditors regarding, among other matters, the planned scope and t1ming of the audit and significant audit findings, Including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding Independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where appticab(e, related safeguards.

We also performed procedures in accordance with the circular issued by SEBI under Regulation 33(8) of the Listing Regulations, to the extent appt1cable.

Other Matters:

The Statement includes the audited financial results of four subsidiaries incorporated outside India, whose fTnanciat statements reflect total assets of Rs 4,568.78 lakhs as at March 31, 2025, total revenues of Rs

548.12 lakhs, total net loss after tax of Rs 140.82 takhs, total comprehensive toss of Rs t40.81 akhs and net cash outflow of Rs. 85.64 takhs for the year ended as on that date, as considered in the Statement, wh1ch have been audited by the other auditor whose report on financial results of these entitles have been furnished to us by the management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in the Auditor's Responsibilities paragraph above.

our opinion is not modtfled in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

1. The Statement includes the unaudited financial information of two subsidiaries incorporated outside India whose financial information reflect Group's share of tota assets of Rs. 27.54 lakhs as at arch 31, 2025, Group*s share of total revenue of Rs. Nil lakhs, Group's share of total net loss after tax of Rs. 18.98 lakhs, and Group's share of total comprehensive toss of Rs. t8.98 lakhs and Group's net cash Inflow of Rs. 9.t6 lakhs for the year ended as on that date respectively, as considered in the Statement. These unaudited financ1a[ Information have been furnished to us by the Management of the Hotdtng Company and our opinion on the Statement, In so far as it relates to the amounts and disclosures 1ncluded in respect of these subsidiaries is based solely on such unaudited financial information. In our optn1on and according to the information and explanations given to us by the Management, this financial information are not material to the Group.

   Our opinion Is not modified wtth respect to the above financial information certified by the Management.

   Nead Office: 602. Floor 6, Raheja Titanium, Western Express Mghway, Geetanjali Railway Colony, Ram I4agar, GDragaon (E], ñtvmbai 400063, INDIA, Tel: •91 22 6974 0200

   A ñjedabad I Bengaljxu I Chtttdlgdrh I Chernai C'nimbat0re I Goa ] GUMgTgrH 1 t$yderabdd 1 KoChi I KOlkata I Atumbal I Pune

   MSKA & Assoc1ates

   Chartered Accountant

2. The Statement includes the results for the quarter ended March 31, 2025 being the balancing figure between the audited figures tn respect of the fut financial year ended March 31, 2025 and the published unaudited year to date figures up to the third quarter of the current financial year prepared in accordance

w)th the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Ftnantia Reporting” which were subject to limited review by us.

Our opinion is not modified in respect of the above matter.

for S It A k Associates

Chartered Accountants

ICAI Firm Registration No.105047d

Ankush Agrawal

Partner

Membership No. 159694 UDIN: 25f59694BMLWHB4646

Ptace: thai

Date: day 28, 2025

head Offtce: 602, Floar 6, Rcheja Titanium, Western Express Hi9h y, GectanJali hallway Colony, Ram fta2ar, Goregaon (E), Mumbai 4{¥B63, tH0lA, Tet: •91 12 6974 02fXi Ahmedabad { Bengalxiru l Chan‹ñgarh l Chenns Coimbatore 1 Noa I Gurugram I Hyderabad { Xochf l Kolkata I Mumbai I Pune .

20DIAC NOTHING CDMPANY LgyjfTEO

0-arae h Inverr'oña of ilclthed$oods, soft-i•-progress a•detocI•n6¥de

Tax In res gf earlKr pwrs

- oest Irc‹n•nani* through Other Cwnprehenslw tr<>

r f+ YI8

d2.3t

f1A94)

7.9g

lR69

64.59

2

z6&59

38.32

3pg95

^21Olluted

ZODIAC CLDTHING COMPANY LIMITED

STATEMENT OF AUDITED CONSOLIDATED A$SETS MD MA8IM7IES AS 4-r g 3025

1 NDlucurrent assets

Property, plant and equipment Right•of-vse assets

Caplcnl wock • [g • py@gpg$$

lwesfcnent properties

• fnvestmonh

deferred tae assets (net) Non -asrrent tax esseu(net} Other ron - current eels Totsl Nori•CUrrent As$ets

8,72#.4O

4,441,44

M230

t@4.23

3,60B.28

2676J2

x„«,s

6,530.SG

4,19149

S96.26

113.81

4,385.79

353.76

6,553.96 S,974.01

• Trade recelva§jes

• Cash and rash equivalents

• 8BP£ Bgl8PCeS Othgf'Eflan Osh art czsi“eqI/fyaley¿i

• Laans

Other current assets •

3 Ass0t¥' de3Alf}$d OS held for sale

712.B3

UI

1:LS2

363.5S

2,93212

752d6

1.87

s.8s

338.13

2,9e0A7

2,599.47

17,9M,81

TfiBfi.37

22,005.74

Financial Ija6llitles

- tease Usb»ie

“Other finar

Other not-current llgblñtles

Financfaf fiabifdies

- Trade payables

k) total ouLstariJijtg dues of micru entar}xtcec and smcy enjefprises, grub

enterprises

ProVtsk:rns

Current tax liability (net) Other current Ilabllmes

7etal Uablllties

17.52

12.62

4,G21.37

93t.62

1.30

7934S

10,d80.37

14,449.49

12.32

474.93

4,0t1t0

4,044.44

1,092.91

76.20

4'ZS

74767

9,606.Z4

38,247AS

ZODIAC

Oeclaration

I, S. Y. Noorani, Vx›e Cha”vman & Managing Director on behalf of the Board of Directors of Zodiac Clothing Company Limited (“Companys having CIN: L17100MH1984PLC033143 hereby declare that Mls MSKA & Associates, Chartered Accountants, the Statutory Auditors of the Company have given an Audit Report with unmodified/unqualified opinion on Audited Standalone and Consolidated Financial Results of the Company for the quarter and financial Year ended 31^ March, 2025.

This declarption iG isswd in cgmR*‹ance qf Regulstiqn 3g(3)(d) qf the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 as aiiiended by the SEBI Circular No. CIR/CFD/CMD/58/2016 dated on 27” May, 2018,

For Zodias Clothin

empany Limited

S. Y. Noorani

Vce Chairman & Managing Director DIN: 00088423

Date: 28’^ May, 2025 Place: Mumbai

Z O D I A C C L O T H I N G C O M P A N Y L T D.,

Nyk›c House, 254, D-2, Dr. Anttio Besc•t Red, Watt, Mimibei — 400 050. Iiulia• TO.‘ II 22 6667 7000 Flec +91 22 6667 7279 CIN: LI7l00MH19$APlffl33I43

Tz&omaft U'rdoi Lice m From Meoopolñan Trading Co.

ZODIAC

“Annexure-A”Issuance of Equity Shares to Promoter Group

Z O D I A C C L O T H I N G C O M P A N Y L T D.,

Nyloc House. 254. D -2. Dr. Annie &saot RoaA Lorli. 4hunbai — 400 030. India. Tel.: +91 22 6667 7000 Fax: +9l 22 6667 7279 C'W: L l7l004fHl 984PLC'03 3143

Trademark Linder Licence From 4Ietropolitnn Tradmg C'o.

ZODIAC

“Annexure-B”Appointment of Secretarial Auditor

Z O D I A C C L O T H I N G C O M P A N Y L T D.,

Nyloc House. 254. D -2. Dr. Annie &saot RoaA Lorli. 4hunbai — 400 030. India. Tel.: +91 22 6667 7000 Fax: +9l 22 6667 7279 C'W: L l7l004fHl 984PLC'03 3143

Trademark Linder Licence From 4Ietropolitnn Tradmg C'o.