Director Report

To,

The Members,

Zodiac Clothing Company Limited.

The Board of Directors are pleased to present the Company's 39^th Annual Report and the Company's Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2023.

1. BUSINESS:

During the financial year ended 31^st March, 2023, the operational revenue of the Company on a Standalone basis was R16,900 Lakhs vs. R12,824 Lakhs in the previous year. Profit /(Loss) Before Tax and before exceptional items was R(2,385) Lakhs vs. R(884) Lakhs in the previous year, while the Net Profit/ (Loss) after Tax for the Financial Year ended 31^st March 2023 was R1,579 Lakhs vs. R(988) Lakhs in the previous year. The Total Comprehensive income for the year was R1,999 Lakhs vs. Comprehensive Loss of R(408) lakhs in the previous year.

On a Consolidated basis, the Operational revenue of the Company for the year increased to R17,481 Lakhs from R12,665 Lakhs in the previous year. The Consolidated Profit /(Loss) before Tax and before exceptional items was R(2,343) Lakhs vs. R(1,646) Lakhs in the previous year, the Net Profit

/(Loss) after tax being R1,598 Lakhs vs. R(1,637) Lakhs in the previous year. The Consolidated total Comprehensive income for the year was R2,084 Lakhs vs. Comprehensive Loss of R(979) Lakhs in the previous year.

The year under review presented continued challenges arising out of a volatile macroeconomic environment, supply chain disruptions and geopolitical unrest. However, the company remained focused on executing its strategic roadmap and building on the foundations we have laid to enable future growth. Globally, the clothing industry was impacted by continued supply chain disruptions arising from shipping delays and the US's ban on goods from China's Xinjiang region. Further, demand in Europe was significantly impacted by the ongoing war in Ukraine. While currency depreciation typically aids export competitiveness, the benefits of this were limited given the INR's strength relative to the currencies of competitor nations which saw higher depreciation against the USD.

In India, the company has witnessed an encouraging response to new products launched during the last year, particularly z3 Polo knit shirts, and is readying more exciting new product lines for the coming year. The company's Zod! line of party wear is also witnessing a resurgence given that the offering caters well to evolving fashion trends. Finally, the online business continued to grow rapidly during the year and remains a key area of focus for management to drive growth of the branded business going forward.

In the export segment, the "China Plus One" scenario

wherein global players are seeking to diversify

their supply chains to limit their reliance on China remains a large opportunity, although the impact on India has thus far been restricted to certain industries such as footwear. In apparel, the biggest beneficiary of this trend so far has been Vietnam, most notably for supplies to the US and the EU. Were India to negotiate a level playing field in terms of tariffs relative to Vietnam and other "Tiger Cub" countries, it could be truly transformative for the country's clothing exporters.

With the growing awareness of environmental and social issues, sustainability has become a key trend in the fashion industry. Indian fashion brands are increasingly adopting eco-friendly practices in their supply chain, production, and marketing. For instance, many brands are using organic and recycled materials, minimising waste and carbon footprint. As consumers are becoming more conscious of their impact on the planet, sustainable fashion is expected to grow in demand.

ZODIAC has long pioneered in sustainability & ecological consciousness is entrenched throughout the organisation. Our manufacturing plants are GOTS certified for organic cotton. The garment dyeing & washing facilities are engineered to reduce water consumption by 66%. From the balance 34% water, we recycle and reuse 92%! The differential is made up by harvesting rain water, the excess of which is used to recharge ground water, making us water positive. Our manufacturing plants comply with norms for zero discharge of hazardous chemicals into the environment. Custom designed and built heat extractors use the high temperature of washing and dyeing residue to feed pre-heated water to our boilers. This reduces our energy usage and carbon footprint, helping us score 100/100 for energy conservation on the HIGG Index, which rates environmental & social sustainability. Additionally, our head office is a LEED Gold certified building. ZODIAC, working towards a responsible and sustainable future.

As the company's sales normalise post the pandemic and grow therefrom, the bottom line should see significant gains with reduced costs. Further, we also expect our revenues to improve substantially after the commencement of manufacturing activities at our Bangladesh unit by the end of this calendar year.

During the year under consideration, the Company's Promoters have infused an amount of R11.99 crores by subscribing to equity shares issued on preferential basis to enable the Company to meet its working capital requirements, outstanding loan repayments and capital expenditures, as well as for general corporate purposes.

2. RESULTS OF OPERATIONS

Financial Results (R in Lakhs)

	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	16,900	12,824	17,481	12,665
Other Income	748	3,238	860	2,671
Total Income	17,648	16,062	18,341	15,336
Profit/(Loss) Before Exceptional Items and Tax	(2,385)	(884)	(2,343)	(1,646)
Exceptional Item	3,901	-	3,901	-
Profit/(Loss) Before Tax	1,516	(884)	1,558	(1,646)
Provision for Taxation:
Current tax	-	113	-	113
Deferred tax Charge/(Credit)	(64)	(23)	(41)	(135)
Tax in respect of earlier years	1	14	1	13
Profit/(loss) after taxation	1,579	(988)	1,598	(1,637)
Other Comprehensive Income	420	580	486	658
Total Comprehensive Income/(loss) for the year	1,999	(408)	2,084	(979)

3. SUBSIDIARY COMPANIES:

As on 31^st March, 2023, the Company had one (1) subsidiary and three (3) step-down subsidiaries. There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries/ step-down subsidiaries in Form AOC-1 is attached as Annexure 3 to this report.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated financial statements of the Company along with relevant documents and the financial statements of the subsidiaries/step-down subsidiaries, are available on the website of the Company at the link https://www. zodiaconline.com/others.

4. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the requirements of Accounting Standards AS-21, a Report on the performance and financial position of all the company's subsidiaries/step-down subsidiaries are included in the Consolidated Financial Statements and their contribution to the overall performance of the

Company, provided in Form AOC – 1, forms part of this Annual Report.

5. CREDIT RATING:

The credit rating has been reaffirmed by CARE Ratings Limited and the ratings are disclosed in the Corporate Governance Report which forms part of this Annual Report.

6. CAPEX:

The Company has incurred Capital expenditure of R262.72 Lakhs during the year, primarily in state of the art production equipment, new stores and information systems to sharpen our competitiveness.

7. LIQUIDITY:

The Debt Equity ratio as on 31^st March, 2023 was 0.25 on a Standalone basis and 0.23 on a Consolidated basis.

The cash and bank balances/cash equivalents along with liquid investments (free reserves – on consolidated basis) were R4,221.90 Lakhs as on March 2023, as against R1,058.63 Lakhs last year.

8. SHARE CAPITAL:

During the year under review, the paid up share capital of the Company increased from R24,75,95,310/- to R25,99,37,170/- pursuant to

allotment of 12,34,186 (Twelve Lakhs Thirty-Four Thousand One Hundred and Eighty-Six) Equity Shares of R10/- each at a premium of R87.23/- per Equity Share on Preferential Basis to the Promoters of the Company in February 2023.

9. DIVIDEND:

The Board of Directors of your Company have not recommended any dividend for the Financial year 2022-23 (previous year - NIL)

10. CORPORATE GOVERNANCE:

The Company has complied with all the mandatory requirements regarding Corporate Governance as required under Regulations 17 to 27 and Schedule V of the SEBI LODR with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of conditions of Corporate Governance forms a part of the Annual Report. As required under Regulation 17(8) of Listing Regulations, the Managing Director and CFO have certified to the Board about compliance by the Company with the requirements of the said sub regulation for the financial year ended 31^st March, 2023.

11. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and the amended SEBI LODR, the Company has a Policy on Related Party Transactions which is also available on Company's website at the link https://www.zodiaconline.com/codes-and-policies. The Policy ensures that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Policy inter alia deals with the review and approval of Material Related Party Transactions (MRPTs) keeping in view the potential or actual conflict of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and prior approval (including omnibus approvals) and wherever applicable board/members approvals are obtained. Note no. 44 of the Standalone financial statements contained disclosures on related party transactions.

Disclosure on MRPT is given in Form AOC 2 (Annexure 4) as per Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. In terms of the amended SEBI LODR, the prior approval of the members is required to be obtained every year in respect of each MRPTs. Accordingly, the approval of the members is being sought in item No. 3 of the Notice of the 39^th AGM.

12. QUALITY:

The focus on productivity gains and consistent quality continues to be the cornerstone of the

Company's philosophy. Quality, continuous innovation and pursuit of high value addition and cost control continue to drive the Company.

Zodiac is implementing cutting edge technology through a paperless floor management software which tracks quality on a live basis and helps the manufacturing lines take pre-emptive steps and thereby control down time and rejections. This is a SAAS based model uploaded in the cloud with automatic escalation up the matrix of the management in a manner that ensures every stakeholder participates in the process of making a high quality product.

13. BRAND BUILDING:

The Company continues to invest in building the strength of its three brands (Zodiac, z3 and ZOD!), to drive sales traction now as well as in the future.

Upgradation of quality to win customer loyalty is a continuously ongoing exercise with the objective of achieving customer delight at the price value relationship, where the company provides truly international quality and design at prices which are affordable even without discounts.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

1. Conservation of Energy
1. The steps taken or impact on conservation of energy:

The Company having already achieved excellent benchmarks in conservation of energy, has invested in steam optimization projects for its process requirements, which has resulted in a drop in the consumption and the efficiency is going up.

Conservation of Energy continues to receive increased emphasis at all units of the Company. Energy audits and Inter-unit studies are carried out on a regular basis for analyzing and taking steps for reduction of energy consumption. we believe that conservation is a continuous effort and every day there is an opportunity to be better than the previous day -this is what helps us to live up to the stringent standards we set for ourselves.

All machinery and equipment are being continuously serviced, updated and overhauled to maintain them in good and energy efficient condition. This resulted in consumption of lesser energy consumption.

The company has achieved significant advancements in energy conservation by transitioning from the utilization of furnace oil and diesel to employing gas-fired steam & power generation. This makes the entire process of steam generation more efficient, resulting in reduced fuel wastage and a diminished need for transportation. In contrast to previous

practices involving the transportation of furnace oil via tankers from distant states, the adoption of gas delivery through on-site pipelines from the central grid has proven to be remarkably cost-effective and environmentally beneficial, effectively lowering the carbon footprint. Moreover, this shift has eradicated fuel losses attributed to transportation and spillage, ultimately amplifying the yield per unit of expenditure.

Our Higg score speaks for itself 100/100 on the following evaluation parameters water/waste water

/ 90 + on energy.

2. Pollution Control

The Company's zero liquid discharge plant for water treatment has resulted in the Company's dependency on outside water to almost nil.

With the increase in the catchment area for rain water harvesting, the surplus water generated is used to recharge the existing ground water sources and for maintaining the beautiful garden and flowering plants around the factory premises thereby creating a very pleasant atmosphere. The Company's continuous efforts have been recognized by the Pollution Control Board and the Company is being referred as a model factory by the Pollution Control Board.

It is the Company's continuous thrust in this area that has resulted in results which far exceed the industry norm. As a result of aggressively mapping the input parameters /processes & live balancing of the effluent treatment, the Company has been able to achieve a high level of efficiency.

With its energy-efficient design, the ZODIAC corporate office utilizes around 60 percent less energy than a typical office of the same size.

3. Technology,Absorption,Adaptationsand Innovation:

1. The efforts made towards technology absorption:

Continuing with its thrust on being energy efficient

-the company has been investing in the process of changing over the boilers from diesel /furnace oil to gas fired -resulting in savings of fuel and making the process more cost effective .We are also optimizing the dye process house by bringing in more fully computerised automatic equipment to do the processing which will result in a further savings in chemicals and water -the next step is investment technology to monitor steam consumption and efficiency thereby making that next jump in our conservation efforts.

2. the benefits derived like product improvement, cost reduction, product development or import substitution;

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. In addition to product development and raw material development which continue to be strengthened, Research and Development activities on fashion designing are carried out on an on-going basis. Adopting technologies with state-of-art systems and machineries like PLM software, automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have substantially improved. Applying these technologies has helped keep costs of production under control.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

1. Foreign Exchange Earnings and Outgo:

(R in Lakhs)

1. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is traditionally driven by a moral obligation and philanthropic spirit. The Company has a heritage of being engaged in such activities. The Company is committed to sustainability and all business decisions take in to account its social and environmental impact.

As per the provisions of Section 135 of the Companies Act 2013, the Company has a CSR Committee, details of which are given in the Corporate Governance Report forming part of this report. The details of the Company's CSR policy has been posted on the website of the Company at the link https://www. zodiaconline.com/codes-and-policies.

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014 including a brief outline of the Company's CSR Policy, total amount to be spent under CSR for the Financial Year, amount unspent and the reasons thereof are set out at Annexure 1 forming part of the report.

2. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year, following were the changes in

Directors/ Key Managerial Personnel:

• Mr. S.Y. Noorani (DIN: 00068423) was re- appointed as the Managing Director of the Company for further period of (three) years with effect from 1^st March, 2023.
• Dr. Naushad Forbes (DIN: 00630825) has been re-appointed as an Independent Director for a second term of 5 (five) years from 29^th March, 2023 to 28^th March, 2028.
• In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. S. Y. Noorani, Vice Chairman & Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

List of Key Managerial Personnel

Sr. No	Name of the person	Designation
1.	Mr. S. Y. Noorani	Vice Chairman & Managing Director
2.	Mr. B. Mahabala	V. P. Commercial & Chief Financial Officer
3.	Mr. Kumar Iyer	G. M. Legal & Company Secretary

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Company, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Chairman and other members of the Board discussed the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The performance evaluation of the Non-Independent Directors including the Chairman of the Company and performance of the Board as a whole was discussed at the separate meeting of the Independent Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent

of the management. The Board skill/ expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are posted on the website of the Company at the link https://www.zodiaconline.com/codes-and-policies.

1. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 7 (Seven) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Report.

2. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
2. The Directors have selected such accounting policies and applied them 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 31^st March, 2023 and of the profit and loss of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care 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;
4. The Directors have prepared the annual accounts on a ‘going concern' basis;
5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

NET WORTH – CONSOLIDATED

1. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year to which these financial statements relate and the date of this report.

2. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Board Diversity provides for an appropriate mix of diversity, skills, experience and expertise required on the Board and assesses the extent to which the required skills are represented on the Board including the criteria for determining qualifications, positive attributes and independence of a Director.

The Company has a Remuneration Policy to evaluate the performance of the members of the Board and the senior management, to ensure remuneration to Directors, KMP and Senior Management involving a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals and to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The policy ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management of the quality required to run the Company successfully and the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The Independent Directors have complied with the requirements of the Companies Act, 2013 and Regulation 16 (b) of SEBI LODR on their independence. The Company has obtained certification of independence from the Independent Directors in accordance with Section 149(6) of the Companies Act, 2013.

The remuneration details of the Executive and Non- Executive Directors is disclosed in the Corporate Governance report which forms part of the Directors

Report. The above policy has been posted on the website of the Company at the link https://www. zodiaconline.com/codes-and-policies.

3. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans and investments have been disclosed in the financial statements. The Company has not given any guarantees.

4. HUMAN RESOURCE MANAGEMENT:

The Company recognizes the need for continuous growth and development of its employees to meet the challenges posed by the industry, besides fulfilling their own career path objectives. Consequently, the role of Human Resources continues to remain vital and strategic to the Company. Employee recruitment, training and development are a key focus area, with policies, processes and extensive use of technology to attract, retain and build on skills of high calibre employees. Industrial relations have continued to be harmonious throughout the year.

5. COMPLIANCEWITHTHECODEOF CONDUCT:

The Code of Conduct adopted by the Company for its Board of Directors and Senior Management Personnel has been uploaded on the Company's website at the link https://www.zodiaconline.com/ codes-and-policies.

The Declaration of the Compliance with the Code of Conduct has been received from all Board members and Senior Managerial Personnel. A certificate to this effect from Mr. S. Y. Noorani, Vice Chairman & Managing Director forms part of this report.

6. PUBLIC DEPOSITS:

During the Financial Year 2022-23, the Company did not invite or accept any deposits from the public under the provisions of Section 73 of the Companies Act, 2013.

7. COMPANY'S WEBSITE:

The Financial Statements, Annual Report, including Corporate Governance Report, Shareholding Pattern, etc., are displayed inter-se with the other information on the Company's website, viz. www. zodiaconline.com.

8. DONATIONS:

During the financial year, the Company has, besides CSR, contributed `10,00,000/- (Rupees Ten Lakhs only) to various deserving causes.

9. INSURANCE:

All the properties/assets, including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured. The international debtors who avail of credit are also insured, despite their flawless record, as a measure of abundant caution.

10. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act and the Rules framed thereunder, M/s MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) has been appointed as statutory Auditors of the Company for a term of five (5) years to hold office from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM.

The Auditor's Report to the members for the financial year ended 31^st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

11. MAINTENANCE OF COST RECORDS BY THE COMPANY AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. and accordingly, such accounts and records are made and maintained by the Company.

However, in terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not covered under the purview of Cost Audit from the F. Y. 2014-15 onwards.

12. SECRETARIAL AUDIT:

As per Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s. Robert Pavrey & Associates, Company Secretaries (CP No- 2928) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is included as Annexure 2 and forms an integral part of this report.

The Secretarial Audit Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

13. AUDIT COMMITTEE:

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms a part of this report.

14. DETAILS OF SHAREHOLDERS' FUNDS EMPLOYED FOR THE YEAR 2022-23 CONSOLIDATED:
15. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report the compliance and effectiveness of the same. The Risk Management Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. M J Mange & Associates. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism.

The Audit Committee members, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

17. POLICY ON PREVENTION OF SEXUAL HARASSMENT :

The Company has in place an Anti-Sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the Rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress Complaints received regarding sexual harassment. All employees, permanent, contractual, temporary and trainees are covered under the policy. During the year under review, there were no complaints received under the said Act.

18. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)

1. of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https:// www.zodiaconline.com/annual-reports.
1. SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meeting.

2. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The details pertaining to the establishment of Vigil Mechanism/ Whistle Blower Policy is included in the Corporate Governance Report, which forms part of this report.

3. INVESTOR EDUCATION AND PROTECTION FUND:

As per the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules') all unpaid or unclaimed dividends and the respective shares thereof for the Financial Year upto 2014-15 have been transferred to the IEPF established by the Central Government within the stipulated time.

4. FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

5. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2022-23:

Non-executive directors*	Ratio to median remuneration
Mr. A. Y. Noorani	-
Mr. V. M. Apte	-
Mr. Y. P. Trivedi	-
Mr. S. R. Iyer	-
Dr. Naushad Forbes	-
Mr. Bernhard Steinruecke	-
Ms. Elizabeth Jane Hulse	-

*Note:

The Chairman is not paid any remuneration nor sitting fees for attending Board and Committee

Meetings. The Non-Executive Directors of the Company are paid only Sitting Fees for attending the Board and Committee Meetings of the Company, details of which are given in the Corporate Governance Report and are not entitled to any other remuneration.

Executive Director	Ratio to median remuneration
Mr. S. Y. Noorani	-

Note:

The ratio to median remuneration is nil for the F.Y. 2022-23 as Mr. S. Y. Noorani has voluntarily chosen to not receive remuneration.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the Financial Year:

Directors, Chief Financial Officer and Company Secretary*	% Increase in remuneration in the financial year
Mr. V. M. Apte	-
Mr. Y. P. Trivedi	-
Mr. S. R. Iyer	-
Dr. Naushad Forbes	-
Mr. Bernhard Steinruecke	-
Ms. Elizabeth Jane Hulse	-
Mr. A.Y. Noorani	-
Mr. S.Y. Noorani	-
Mr. B. Mahabala (CFO)	-
Mr. Kumar Iyer (CS)	-

Note:

*The Chairman & Vice Chairman were not paid any remuneration nor sitting fees during FY 2022-23 for attending Board and Committee Meetings. The Non- Executive Directors of the Company were paid only Sitting Fees for attending the Board and Committee Meetings of the Company, details of which are given in the Corporate Governance Report and are not entitled to any other remuneration.

3. The percentage increase in the median remuneration of employees in the financial year: 1.37% (as the median employee is a piece rated worker)
4. The number of permanent employees on the rolls of

Company: 1161 (as on 31^st March, 2023)

5. The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There has been no increase in the salaries of the managerial personnel during the FY 2022-23.

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per

the remuneration policy of the Company.

8. Information of top 10 employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2023 is given below:

Sr. No	Name	Date of Birth	Designation	Remuneration* (`)	Nature of Employment	Qualification and Experience	Date of joining	Last Employment	Percentage of Equity Shares held	Relative of any Director/ Manager of the Company
1	Mr. Salman Yusuf Noorani	15-03-1963	Vice Chairman and Managing Director	Nil	Contractual	B.com/41 years	01-03-1994	-	31.90	Brother of Mr. A.Y. Noorani, Chairman & Non Executive Director
2	Mr. Awais Noorani	08-10-1975	VP – International Sales & Sourcing	46,89,006	Permanent	B.Com, MBA from IMD Switzerland/29 years	01-12-2002	-	0.00	Son of Mr. A.Y. Noorani, Chairman and nephew of Mr. S. Y. Noorani, Vice Chairman and Managing Director
3	Ms. Behroze Daruwala	04-09-1950	VP – Fabrics & Merchandising	46,71,244	Permanent	B.A./ 51 years	30-05-1972	-	0.11	-
4	Mr. B Mahabala	07-11-1951	V.P.Commercial & C.F.O	46,19,164	Permanent	M.com, MBA & Diploma in Cost & Management Accountancy/50 years	15-06-1984	Vulcan Engineers Limited	0.06	-
5	Mr. Imraan Surve	11-10-1968	VP-Marketing Zod, LFS & z3	45,52,332	Permanent	B.A. (Hons.) Economics/ 31 years	18-12-2001	Contract Advertising Pvt. Ltd.	0.02	-
6	Mr. Rajendra Shenoy B	15-06-1965	GM Manufacturing	35,00,177	Permanent	B.Com, M. Com & L.L.B./30 years	16-10-2002	Arvind Mills Limited	0.00	-
7	Mr. Anand Pisharody	19-10-1957	VP - Manufacturing	33,21,851	Permanent	B.A./ 44 years	02-05-1986	Indian Molasses Company Limited	0.00	-
8	Mr. Vikram Puri	29-06-1976	Senior Product Manager	31,16,882	Permanent	B.Sc Physics/27 years	07-05-2002	Cotton Club Inc.	0.00	-
9	Mr. Vishal Chadha	17-11-1964	GM – Sales MBO	30,10,811	Permanent	B.A./ 34 years	22-07-2004	Johnson & Johnson Private Limited	0.01	-
10	Mr. Kumar Iyer	11-06-1964	GM Legal & Company Secretary	29,30,211	Permanent	M. Com, ACS/ 39 years	15-05-2014	Advani Hotels & Resorts (India) Limited	0.00	-
11	Mr. Nafees Azam	07-04-1960	GM – Sales (Retail)	27,54,845	Permanent	B.Com./ 38 years	21-05-2004	Geep Industrial Syndicate Limited	-	-

Disclosure Requirements:

As per SEBI LODR, the Corporate Governance Report with the Auditors' Certificate thereon and Management Discussion and Analysis are attached and the same forms a part of this report.

1. OTHER DISCLOSURES:

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company additionally discloses that, during the year under review:

• there was no change in the nature of business of

the Company;

• it has not issued any shares with differential voting

rights;

• it has not issued any sweat equity shares;
• no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of your Company in future;
• it has not transferred any amount to the Reserves;
• it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;
• it does not engage in commodity hedging activities;
• it has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and
• it has not made any one-time settlement for the

loans taken from the Banks or Financial Institutions.

1. ACKNOWLEDGEMENT:

The Directors are grateful for the co-operation, support and assistance received from the customers, shareholders, the Government, other statutory bodies, Banks, Solicitors, Distributors, Suppliers and other business associates during the year.

The Directors also express their sincere appreciation of the employees at all levels for having risen to meet the several challenges encountered and look forward to their valuable support and commitment in the times ahead.

For and on behalf of the Board of Directors

A. Y. NOORANI

Chairman

DIN: 00041686

Place: Mumbai

Date : 30^th May, 2023