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Zodiac Ventures LtdUpdates, 09-06-2025: Company Update

09-06-2025 | 06:16 pm

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ZODIAC

VENTURES LTD

30" May 2025

REF: 3005251/AR/ZVL

To,

The Corporate Communication Department

Bombay Stock Exchange Ltd.

Dalal Street, Fort, Mumbai — 400001

SUB: Outcome of the Board Meeting held on 30" May 2025

REF: Scrip Code: 503641

Dear Madam/Sir,

This is to inform that a meeting of the Board of Directors of the Company was held

today, 30° May 2025, which commenced at 6:00 P.M. and concluded at 8:15 P.M., and

during which, inter alia, the following business was transacted:

1. The Board has considered and approved the Audited Standalone and

Consolidated Financial Results for the quarter and Financial Year ending on 31°

March 2025 together with the Auditors Reports thereon and the declaration of

unmodified opinion.

Please find enclosed herewith the Audited Financial Results (Standalone and

Consolidated) for the quarter and Financial Year ending on 31% March 2025 along with

the Auditor’s Reports thereon and the declaration of unmodified opinion.

Kindly take the above on record.

Thanking you.

Yours sincerely,

For Zodiac Ventures Limited

RUSTOM —justomazripesoo

AS P | D E BOO Date: 2025.05.30

20:18:14 +05'30"

Rustom Deboo

Company Secretary and Compliance Officer

Encl.: As above

205-C, 45 Juhu Residency, Off Gulmohar Road, Juhu, Vile Parle (West), Mumbai 400 049, India

Tel. +91 22 4223 3333 ¢ info@zodiacventures.in * www.zodiacventures.in * CIN: L45209MH1981PLC023923

Zodiac

Ventures

Limited

CIN:-

L45209MH1981PLC023923

Regd.Office:

205C

,

45

Juhu

Residency,

Off

Gulmohar

Road,

Juhu,

Vileparle

(West),

Mumbai

400049

Tel

No:

022-4223

3333

www.zodiacventures.in

emall

id:

info@zadiacventures.in

Standatone

Audited

Financial

Results

for

the

Quarter

&

Year

Ended

March

31,

2025

(Rs,

In

Lakhs)

Quarter

Ended

Year

Ended

Sr.

No.

Particulars

31-Mar-25

31-Dec-24

31-Mar-24

31-Mar-25

31-Mar-24

Audited

Unaudited

Audited

Audited

Audited

na

{a)

Net

Sales/Income

from

operations

30.00

71.11

.

160.26

59.14

(b)

Other

Income

1.13

2.12

6.02

3.97

24,12

‘Yotal

Income

(a+b)

31.13

72.23

6.02

164.23

83,26

2

Expenditure

(a)

Purchase

of

Stock

in

Trade

57.67,

50.50

-

108.17

-

(b}

Changes

in

Inventories

of

Work-In-Progress

-258.50

-803.21

-346.14

-1,550.21

-598.17

(c}

Employee

Benefit

Expense

14.25

26.37

20.76

83.37

66.71

(d)

Finance

Cost

53.25

82.11

28.91

234.21

63.74

le}

Depreciation

&

Amortization

Expense

1.50

1.53

0.77

5.75.

2.96

[f)

Other

Expenses

133.56

689.23

296.46,

1,169.00

467.72

(g)

Loss

on

Sale

of

Investment

in

Subsidiary

E

*

=

=

=

Total

Expenditure

(atb+cHiverftg)

73

46.53

0.76

50.28,

2.96

3

Profit

befare

Exceptional

items

&

Tax

(1-2)

29.40

25.70

5.26

113.94

80.30

4

Exceptional

Items

=

-

Bi

z

=

5

Profit/(Loss}

before

Tax

(3-4)

79.40

25.70

5.26

115.94

80.30

6

Tax

Expenses

ji)

Income

Tax

7.53

6.42

11.07

28.49

30.00

ii)

Deferred

Tax

-

-

0.12

0.16

-0,16

ili)

Tax

in

respect

of

Earlier

Years

=

=

11.67

-10.83

11.67

Profit/(Loss)

after

Tax

(5-6)

21.87

19.27

-17.36

96.13

38.78

8

Other

Comprehensive

Income

-

-

497.80

-

497.80

9

Total

Comprehensive

Income

21.87

19.27

480.44

96.13

536.58

10

Paid

up

Equity

Share

Capital

(Face

Value

Rs.

i/-)

375.90

375.90

375.90

375.90

375.90

14

Reserves

excludingRevaluation

Reserves

as

per

Balance

Sheet

of

previous

accounting

year

=

=

E:

=

=

12

|

Earnings

Per

Share

(EPS)

Balsc

0.06

0.05

1.28

0.26

1.43

Diluted

0.06

0.05

1,28

0.26

1.43

Notes to Standalone Financial Results

The

audited

standalone

financial

results

for

the

quarter

and

year

ended

March

31,

2025

of

Zodiac

Ventures

Ltd.

(‘the

Company")

have

been

prepared

in

1.

accordance

with

the

Indian

Accounting

Standards

(Ind

AS)

prescribed

under

section

133

of

the

Companies

Act,

2013,

read

with

relevant

Rules

issued

thereunder.

The

above

audited

financial

results

were

reviewed

by

the

Audit

Committee

and

approved

by

the

Board

of

Directors

of

the

Company

at

their

meetings

held

on

May

30,

2025.

The

statutory

auditors

have

expressed

an

unmodified

opinion

on

these

standalone

financial

results.

The

figures

for

the

quarter

ended

Mareli

31,2025

and

March

31,

2024

are

the

balancing

figures

between

the

audited

figures

of

the

full

financial

years

ended

3

March

31,

2025

and

March

31,

2024

respectively

and

the

published

year

to

date

figures

up

to

the

nine

months

ended

December

31,

2024

and

December

31,

2023

respectively.

4

The

Company

is

operating

in

a

single

segment

viz.

Real

Estate

and

Real

Estate

Development.

Hence

the

results

are

reported

on

a

single

segment

basis.

On

24th

February

2022,

the

Company

had

issued

total

of

29,95,000

Warrants

convertible

into

equity

shares

to

12

subscribers

(11

non-promoters

and

1

promoter),

with

the

outer

date

for

conversion

being

23rd

August

2023

(within

18

months,

as

per

SEBI

ICDR

Regulations).

As

per

CDR

Regulations,

at

least

25%

of

the

amount

on

the

warrants

was

received

from

each

of

the

12

allottees

prior

to

the

allotment

of

warrants.

On

23rd:

August

2023,

3,00,000

equity

shares

were

allotted

to

Mr.

Jimit

Shah,

pursuant

to

receipt

of

balance

considerations

against

the

3,00,000

Convertible

Warrants

(out

of

a

total

of

10,00,000

such

Warrants

held

by

him),

The

remaining

26,95,000

Warrants

(including

7,00,000

warrants

pertaining

to

Mr.

Jimit

Shah)

lapsed

and

the

initial

subscription

amount

paid

thereon

forfeited

accordingly,

in

line

with

the

ICDR

Regulations.

The

processes

of

extinguishment

of

the

warrants

that

have

lapsed

as

well

as

the

demat

allotment

of

the

3,00,000

equity

shares

are

currently

pending

with

the

RTA/depositories.

The

listing

approval

from

BSE

is

also

pending

due

to

completion

of

required

formalities.

On

23rd

August

2023,

3,00,000

equity

shares

were

allotted

to

Mr.

Jimit

Shah,

pursuant

to

receipt

of

balance

considerations

against

the

3,00,000

Convertible

Warrants

(out

of

a

total

of

10,00,000

such

Warrants

held

by

him).

‘The

remaining

26,95,000

Warrants

(including

7,00,000

warrants

pertaining

to

Mr.

Jimit

Shah)

lapsed

and

the

initial

subscription

amount

paid

thereon

forfeited

accordingly,

in

line

with

the

ICDR

Regulations

and

has

been

transferred

to

General

Reserves

Account.

6

The

figures

of

the

previous

period

have

been

re-grouped/re-arranged

wherever

considered

necessary.

For Zodiac Ventures Limited

Jimit Shah

Managing Director

Place: Mumbai

Date: 30th May 2025

Statement

of

Assets

and

Liabilities

Standalone

Audited

Statement

of

Assets

and

Liabilities

(Rs. In Lakhs)

5.

No.

Particulars

31.03.2025

31.03.2024

(Audited)

(Audited)

A |ASSETS

1 |Non-Current Assets

(a)

Property,

Plant

and

Equipment

and

Intangible

Assets

(i)Property,

Plant

and

Equipment

13.08

11.11

(ii)

Intangible

Assets

-

-

(b)

Financial

Assets

S

(i)

Investments

2,120.34

2,110.37

(ii)

Other

Financial

Assets

87.17

50.95

(iii)

Deferred

tax

assets

(net)

0.08

0.24

(c)

Non-Current

Tax

Assets

(Net)

28.33

2.98

(d)

Other

Non

Current

Assets

800.66

-

Total

Non

Current

Assets

3,049.66

2,175.66

2 |Current Assets

(a)

Inventories

2,388.57

838.37

(b)

Financial

Assets

-

-

(i)Investments

=

-

(ii)Trade

Receivables

37.80

3.00

(iii)Cash

and

Cash

Equivalents

2.15

259.48

(iv)Other

Bank

Balances

4.79

0.70

(v)Others

Financial

assets

419.22

418.97

(c)

Other

Current

Assets

=

-

Total

Current

Assets

2,852.55

1,520.52

Total

Assets

5,902.21

3,696.18

B |EQUITY AND LIABILITIES

1 __|Equity

(a)

Equity

Share

Capital

375.90

375.90

(b)

Other

Equity

1,070.86

1,068.74

(c)

Money

received

against

Share

Warrants

-

-

Total

Equity

1,446.76

1,444.64

LIABILITIES

2

‘|Non-Current

Liabilities

-

-

Total

Non-current

Liabilities

-

-

3 |Current Liabilities

(a) Financial Liabilities

(i)

Borrowings

2,747.32

2,196.33

(ii)

Trade

Payables

=

-

Micro

and

Small

Enterprise

:

:

Other

than

Micro

and

Small

Enterprise

631.50

14.61

(iii)

Other

Financial

Liabilities

985.82

22.99

(b)

Other

Current

Liabilities

62.32

17.61

(c)

Provisions

28.49

-

Total

Current

Liabilities

4,455.44

2,251.54

|

|Total

Equity

&

Liabilities

5,902.21

3,696.18

For Zodiac Ventures Limited

Jimit Shah

Managing Director

Place: Mumbai

Date: 30th May 2025

CASH

FLOW

STATEMENT

Standalone

Audited

Cash

Flow

Statement

(Rs. In Lakhs)

Closing balance of Cash and Cash Equivalents

Particulars

31.03.2025

31.03.2024

(Audited)

(Audited)

Cash

flow

from

Operating

Activities:

Net

Profit/(Loss)

After

Tax

as

per

Statement

of

Profit

and

Loss

113.94

80.30

Add

:

Finance

Costs

234.21

63.74

Add

:

Depreciation

and

Amortisation

Expense

5.75

2.96

Add

:

Loss

on

Sale

of

Shares

=

-

Less

:

Interest

Received

-3.86

-24.07

Operating

Cash

Profit

before

Working

Capital

Changes

350.04

122.93

Adjusted

for:

Increase/(Decrease)

in

Trade

and

Provisions

645.38

13.65

Increase/(Decrease)

in

other

current

liabilities

&

Deferred

Tax

1,007.37

-

(Increase)/Decrease

in

Trade

Receivables

and

Others

-38.89

61.25

Increase/(Decrease)

in

Assets

-61.65

-

{Increase)/Decrease

in

Inventories

-1,550.21

~598.17

Cash

Generated

from

Operations

352.04

-400.33

Direct

Taxes

Paid

-17.66

-29,99

Net

Cash

inflow/(Outflow)

in

the

course

of

Operating

Activities

334.38

-430.32

Cash

flow

from

Investing

Activities:

Purchase

of

Property,

Plant

and

Equipment

7.71

9.81

Interest

Received

3.86

24,07

Add:

Sale

of

Investement(Shares

of

Zodiac

Developer

Pvt.

Ltd)

=

.

Increase/(Decrease)

in

Investments

-800.66

-

Purchase

of

Investments

9.97

-

Net

Cash

Inflow

/

(Outflow)

in

the

course

of

Investing

Activities

-814.48

14,25

Cash

flow

from

Financing

Activities:

Proceeds/(Repayment)

of

Short-Term

Borrowings

(Net)

550.99

684.51

Finance

Costs

-234,21

-63.74

Dividends

paid

(including

Dividend

Distribution

Tax)

-94.01

-

Proceeds

From

Issue

of

Shares

Warrant

-

56.39

Net

Cash

Inflow/(Outflow)

in

the

course

of

Financing

Activities

222.77

677.15

Net

Increase/(Decrease)

in

Cash

and

Cash

Equivalents

(A+B+C)

-257.33

261.08

Opening

balance

of

Cash

and

Cash

equivalents

259.48

-1.60

2.15

259.48

For Zodiac Ventures Limited

Jimit Shah

Managing Director

Place: Mumbai

Date: 30th May 2025

Chartered Accountants

Independent Auditor’s Report on Quarterly and Annual Financial Results of the Company

Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations,2015.

INDEPENDENT

AUDITOR'S

REPORT

TO

THE

BOARD

OF

DIRECTORS

OF

ZODIAC

VENTURES

LIMITED

Report on the Audit of the Standalone Financial Results

Opinion

We

have

audited

the

accompanying

quarterly

and

annual

Statement

of

Standalone

Financial

Results

of

‘ZODIAC

VENTURES

LIMITED’.

("the

Company")

for

the

quarter

and

the

year

ended

March

31,

2025,

together

with

the

notes

thereon

("the

Statement"),

attached

herewith,

being

submitted

by

the

Company

pursuant

to

the

requirement

of

Regulation

33

of

the

Securities

and

Exchange

Board

of

India

(SEBI)

(Listing

Obligations

and

Disclosure

Requirements)

Regulations,

2015,

as

amended

("Listing

Regulations"),

duly

initialed

by

us

for

identification.

In

our

opinion

and

to

the

best

of

our

information

and

according

to

the

explanations

given

to

us,

these

financial

results:

i)

are

presented

in

accordance

with

the

requirements

of

Regulation

33

of

the

Listing

Regulations in this regard; and

il) give a true and fair view in conformity with the recognition and measurement principles laid

down in the applicable Indian Accounting Standards (Ind AS), prescribed under Section

133 of the Companies Act, 2013 (the Act), read with relevant rules issued thereunder

and other accounting principles generally accepted in India of the net profit and other

comprehensive income and other financial information for the quarter and year ended

March 31, 2025.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under

section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those

Standards are further described in the Auditor's Responsibilities for the Audit of the 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 relevant to our

audit of the financial results under the provisions of the Companies Act, 2013 and the Rules

thereunder and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

403,

4th

Floor

&

702/703,

7th

Floor.

New

Swapnalok

CHS

Ltd.,

Natakwala

Lane,

Borivali

(West),

Mumbai

-

400

092.

Tel

:

2089

0661

Email : info@pravinca.com

Website : www.pravinca.com

Board

of

Director's

Responsibilities

for

the

Standalone

Financial

Results

These

quarterly

and

annual

financial

results

have

been

prepared

on

the

basis

of

the

annual

financial

statements.

The

Company's

Board

of

Directors

are

responsible

for

the

preparation

of

these

financial

results

that

give

a

true

and

fair

view

of

the

net

profit

and

other

comprehensive

income

and

other

financial

information

in

accordance

with

the

recognition

and

measurement

principles

laid

down

in

Indian

Accounting

Standard

34,

"Interim

Financial

Reporting’

prescribed

under

Section

133

of

the

Act

read

with

relevant

rules

issued

thereunder

and

other

accounting

principles

generally

accepted

in

India

and

in

compliance

with

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

design,

implementation

and

maintenance

of

adequate

internal

financial

controls

that

were

operating

effectively

for

ensuring

the

accuracy

and

completeness

of

the

accounting

records,

relevant

to

the

preparation

and

presentation

of

the

financial

results

that

give

a

true

and

fair

view

and

are

free

from

material

misstatement,

whether

due

to

fraud

or

error.

In

preparing

the

standalone

financial

results,

the

Board

of

Directors

are

responsible

for

assessing

the

Company's

ability

to

continue

as

a

going

concern,

disclosing,

as

applicable,

matters

related

to

going

concern

and

using

the

going

concern

basis

of

accounting

unless

the

Board

of

Directors

either

intends

to

liquidate

the

Company

or

to

cease

operations,

or

has

no

realistic

alternative

but

to

do

so.

The Board of Directors are also responsible for overseeing the Company's financial reporting

process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as

a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's

report that includes our opinion. Reasonable assurance is a high level of assurance, but is 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 standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

e Identify and assess the risks of material misstatement of the financial results, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override 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 also responsible for expressing our opinion on whether the Company eae internal

& ‘gern

ny

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.

* Conclude on the appropriateness of the Board of Directors! use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company's ability 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 financial results

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 Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial results, including the

disclosures, and whether the financial results represent the underlying transactions and events

ina manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing 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 applicable, related safeguards.

Other Matter

Attention is drawn to the fact that the figures for the quarters ended March 31, 2025 as reported

in these financial results are the balancing figures between audited figures in respect of the full

financial years ended March 31, 2025 and the published year to date figures up to the end of the third

quarter of the relevant financial years. The figures up to the end of the third quarter have only

been reviewed and not subjected to audit.

For Pravin Chandak & Associates

Chartered Accountants

Firm’s registration number: 116627W

Pravin Chandak

Partner

Membership number: 049391

Place: Mumbai

Date: 30/05/2025

UDIN: 25049391 BMJALI2314

ZODIAC

VENTURES

LIMITED

CIN:

L45209MH1981PLC023923

Regd.Office:

205C

,

45

Juhu

Residency,

off

Gulmohar

Road,

Juhu,

Vileparle

(West),

Mumbai

400049

Tel

No:

022-4223

3333

www.zodiacventures.in

email

id:

Info@zodiacventures.in

Consolidated Audited Financial Results for the Quarter & Year Ended March 31, 2025

(Rs. In Lakhs)

Quarter Ended Year Ended

Sr.

No.

Particulars

31-Mar-25

31-Dec-24

31-Mar-24

31-Mar-25

31-Mar-24

Audited Unaudited Audited Audited Audited

1___|{a}

Net

Sales/Income

from

operations

30.00

71.11

7.50

160.26

59.14

(b)

Other

Income

1.13

1,12

15.53

3.97

24,12

{c)

Prior

Period

Expenses

Written

Back

(Refer

Note

No.-5)

+

-

=

=

Total Income (a+b+c) 31.13 72.23 23.03 164.23 83.26

2 | Expenditure

(a) Purchase of Stock in Trade 57.67 50.50 : 108.17 -

{b} Changes in Inventories of Work-In-Pragress -258.50 -803.21 -790,12 1,550.21 -59B,17

(c)

Employee

Benefit

Expense

(Refer

Note

No.-6)

14.25

26.37

65,87

83.37

66.71

(d)

Finance

Cost

53,25

82.11

336.22

234.21

53.74

(e) Depreciation & Amortization Expense 1.50 1,53 5.74 5.75 2.96

(f} Other Expenses 133,54 689,23 341,08 1,269.00 467,72

Total

Expenditure

fatb+c+d+e+f}

171

46.53

8.79

50.28

2.96

3 __| Profit before Exceptional Items & Tax (1-2) 29.42 25.70 14.24 113.94 80.30

4 __ {Exceptional ltems = = = = :

5 __|Profit/{Loss} before Tax (3-4) 29.42 25.70 14.24 113.94 80.30

6 = |Tax Expenses *

i)

Income

Tax

7.93

6,42

12.45

28.49

30.00

il) Deferred Tax - - 1.14 0.16 -0.16

iti) Provision for Prior Period . - 15.86 = 11.67

iv) Tax in respect of Earlier Years - - - 710.83 E

7 |Profit/(Loss) for the period (5-6) 21.89 19.27 -15.21 96.13 38.78

8 _|Profit/{Loss} from Associate Company 5.16 2.37 = 5.16 12.82

9

Profit/{Loss)

for

the

period

after

Profitiloss)

in

Associate

Company

27,05

21.64

-

101.29

51.60

10 | Other Comprehensive Income . - 497.80 : 497.80

11__|Total Comprehensive Income/[Loss) for the period (7+8) 27.05. 21,64 482.59 101.29 549.40

12__|Profit/{Loss) for the period attributable to: =

) Equity Holders of the parent - - - = +

ii) Non Controlling Interest = = = =

13

|

Total

Comprehensive

Incare/({Loss]

for

the

period

attributable

to:

+

=

-

*

*

i}

Equity

Holders

of

the

parent

-

:

:

=

=

ii) Non Controlling Interest : - = - =

14_|Paid up Equity Share Capital (Face Value Rs. 1/-} 375.90 375.90 375.90 375.90 375.90

15

__|Other

Equity

excluding

Revaluation

Reserves

=

=

-

=

=

16__|Earning Per Share {EPS}

Basic

0.07

0.06

1.28

0.27

1.46

Diluted 0.07 0.06 1.28 0.27 1.46

Notes to Consolidated Financial Results

The

audited

standalone

financial

results

for

the

quarter

and

year

ended

March

31,

2025

of

Zodiac

Ventures

Ltd.

("the

Company")

have

been

prepared

in

accordance

with

the

Indian

Accounting

Standards

(Ind

AS)

prescribed

under

section

133

of

the

Companies

Act,

2013,

read

with

relevant

Rules

issued

thereunder.

The above audited financial results were reviewed by the Audit Committee and approved by theBoard of Directors of the Company at their meetings held on May 30, 2025. The statutory

auditarshave expressed an unmodified opinion on these standalone financial results,

The figures for the quarter ended March 31,2025 and March 31, 2024 are the balancing figures between the audited figures of the full financial years ended March 31, 2025 and March 31,

2024 respectively and the published year to date figures up to the nine months ended December 31, 2024 and December 31, 2023 respectively.

The Consolidated result for the year ended 31st March, 2025 includes the result of the Associates Companies

1, Zodiac Developers Pyt Ltd, 2. Zodiac Capital Pvt Ltd. 3. Mumbai Mega Faed Park Pvt Ltd.

In Zodiac Developers Pvt Ltd, Income Tax Demand of Rs, 2,73,64,800/- for assessment year 2011-12, the matter is pending before the Commissioner Of Income Tax (Appeals). Income Tax

Demand of Rs. 8,21,22,690/- for assessment year 2017-18, the matter is pending before the Commissioner Of Income Tax (Appeals).

The

Zodiac

Developers

Pyt

Ltd

had

advanced

a

sum

of

Rs,

8,75,00,000/-

to

Akshar

Group

in

the

F.Y.

2017-18,

The

Company

was

informed

by

Akshar

Group

that

they

intend

to

forfeit

the

entire

amount

of

Rs.

8,75,00,000/-

citing

breach

of

contract

and

default

in

our

obligations

to

them,

The

dispute

had

arisen

and

there

is

ne

improvement

in

the

situation.

During

the

year

Company

has

decided

to

write

off

the

amount

as

there

is

no

posibility

of

receiving

back

the

said

amount.

During

the

year

2024-25,

an

arbitration

award

was

pronounced,

which

was

not

in

favour

of

the

Company;

hence,

the

said

amount

is

written

off.

There are several litigations involved in the Hanuman Nagar Project of ZDPL. There is a dispute with the Joint Developer in the Project. An arbitration award dated 15th October 2020 had been

received in this matter for the Hanuman Nagar Project. But the company has an order from the SRA which contradicts the arbitration award and definitely has more weightage in relative

terms. An application under Section 34 of the Arbitration and Conciliation Act, 1996 was filed in the Bombay High Court, challenging the said award, and the company is confident of receiving

an

order

in

its

favour;

currently,

there

is

a

stay

in

the

matter

vide

an

order

of

the

Bombay

High

Court

dated

26th

April

2023.

Accordingly,

management

is

of

the

opinion

that

the

amount

incurred on the project stands good and recoverable along with sizable profits. Accordingly, the company visualises sales proceeds, recovery of balance payments on flats sold and also new

sales to occur which will improve the Cash Flow.

Part Occupational Certificate received on 9th March 2023 in ZDPL Hanuman Nagar Project Sale Building, Few flats are unsold due to stay granted by Honorable High Court order dated

26.04.2023, Unsold flats are treated as closing stock, No deemed rent is offered due to Court stay order to sale ar lease.

The ZDPL has given advances for various real estate businesses to several parties and is negotiating with them to close the deals an the projects. These advances have been outstanding for

some time but management feels that the amount advanced are for real estate business and possibilities are being explored. Nevertheless, the amounts stand good and recoverable. The total

of such interest free advances are Rs. 2,23,65,820/-

ire]

10 The figures of the previous period have been re-grouped/re-arranged wherever considered necessary

For Zodiac Ventures Limited

Jimit Shah

Managing Director

Place; Mumbai

Date: 30th May 2025

CASH FLOW STATEMENT

Consolidated Audited Cash Flow Statement

(Rs. In Lakhs)

Particulars 31.03.2025 31.03.2024

(Audited) (Audited)

Cash flow from Operating Activities:

Net

Profit/(Loss)

After

Tax

as

per

Statement

of

Profit

and

Loss

101.29

51.60

Add

:

Finance

Costs

234.21

63.74

Add

:

Depreciation

and

Amortisation

Expense

5.75

2.96

Add

:

Loss

on

Sale

of

Shares

*

-

Less

:

Interest

Received

-3.86

-24.07

Share

of

(Profit)/Loss

on

Investment

Made

in

Associate

Companies

-5.16

-12.82

Operating Cash Profit before Working Capital Changes 332.22 81.42

Adjusted for:

Increase/(Decrease)

in

Trade

and

Provisions

645.38

13.65

Increase/(Decrease)

in

other

current

liabilities

&

Deferred

Tax

1,007.37

-

(Increase)/Decrease

in

Trade

Receivables

and

Others

-38.89

61.25

Increase/(Decrease) in Assets -61.65 -

(Increase)/Decrease in Inventories -1,550.21 -598.17

Cash

Generated

from

Operations

334.22

-441.85

Direct

Taxes

Paid

0.16

11.53

Net Cash Inflow/(Outflow} in the course of Operating Activities 334.38 ~430.32

Cash flow from Investing Activities:

Purchase

of

Property,

Plant

and

Equipment

771

-9.81

Interest

Received

3.86

24.07

Add:

Sale

of

Investement(Shares

of

Zodiac

Developer

Pvt.

Ltd)

=

=

Increase/(Decrease)

in

Investments

-800.66

-

Purchase

of

Investments

-9,97

-

Net

Cash

Inflow

/

(Outflow)

in

the

course

of

Investing

Activities

-814.48

14.25

Cash flow from Financing Activities:

Proceeds/(Repayment) of Short-Term Borrowings (Net) 550.99 684.51

Finance Costs -234.21 -63.74

Dividends

paid

(including

Dividend

Distribution

Tax)

-94.01

:

Proceeds

From

Issue

of

Shares

Warrant

-

56.39

Net

Cash

Inflow/(Outflow)

in

the

course

of

Financing

Activities

222.77

677.15

Net Increase/(Decrease) in Cash and Cash Equivalents (A+8+C) -257.33 261.08

Opening balance of Cash and Cash equivalents 259.48 -1.60

Closing balance of Cash and Cash Equivalents 2.15 259.48

For Zadiac Ventures Limited

Jimit Shah

Managing Director

Place: Mumbai

Date: 30th May 2025

Chartered Accountants

Independent

Auditor's

Report

on

Quarterly

and

Annual

Financial

Results

of

the

Company

Pursuant

to

the

Regulation

33

of

the

SEBI

(Listing

Obligations

and

Disclosure

Requirements)

Regulations,

2015

INDEPENDENT

AUDITOR'S

REPORT

TO

THE

BOARD

OF

DIRECTORS

OF

ZODIAC

VENTURES

LIMITED

Report

on

the

Audit

of

the

Consolidated

Financial

Results

We have audited the accompanying Consolidated annual financial results of *Zodiac

Ventures Limited” (hereinafter referred to as the "the Holding Company") and its associate for the

year ended March 31, 2025 ("Statement"), attached herewith. being submitted by the Holding

Compan) pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of

India ("the SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

amended ("Listing Regulations"), duly initialed by us for identification.

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

based on the consideration of the report of the other auditor on the separate audited financial

results of the associate, the aforesaid consolidated financial results:

i) Include the annual financial results of following associates:

e Mumbai Mega Food Park Pvt. Ltd.

e Zodiac Developers Pvt. Ltd.

e Zodiac Capital Pvt. Ltd.

ii) are presented in accordance with the requirements of Regulation 33 of the Listing

Regulations, in this regard; and

iii) give a true and fair view in conformity with the applicable Accounting Standards ("tnd

AS").

and

other

accounting

principles

generally

accepted

in

India,

of

the

net

profit

and

other

comprehensive

income

and

other

financial

information

of

the

Group

for

the

year

ended March 31, 2025.

Basis for Opinion

We

conducted

our

audit

in

accordance

with

the

Standards

on

Auditing,

(SAs)

specitied

under

section

143(10)

of

the

Companies

Act,

2013

(the

Act),

Our

responsibilities

under

those

Standards

are

further

described

in

the

Auditor's

Responsibilities

for

the

Audit

of

the

Consolidated

Financial

Results

section

of

our

report,

403, 4th Floor & 702/703, 7th Floor

New Swapnalok CHS Lad.,

Natakwala Lane, Borivali (West),

Mumbai - 400 092, Tel: 2089 0661

Email: info@epravincacom

Website : www, pravinca.com

We

are

independent

of

the

Group

in

accordance

with

the

Code

of

Ethics

issued

by

the

Institute

of

Chartered

Accountants

of

India

together

with

the

ethical

requirements

that

are

relevant

to

our

audit

of

the

financial

statements

under

the

provisions

of

the

Companies

Act,

2013

and

the

Rules

thereunder,

and

we

have

fulfilled

our

other

ethical

responsibilities

in

accordarice

with

these

requirements

and

the

Code

of

Ethics.

We

believe

that

the

audit

evidence

obtained

by

us

and

other

auditor

in

terms

of

their

report

referred

to

in

"Other

Matters"

paragraph

below,

is

sufficient

and

appropriate

to

provide

a

basis

for

our

opinion.

Board

of

Direetors'

Responsibilities

for

the

Consolidated

Financial

Results

These

Consolidated

financial

results

have

been

prepared

on

the

basis

of

the

consolidated

annual

financial

statements.

The

Holding

Company's

Board

of

Directors

are

responsible

for

the

preparation

and

presentation

of

these

consolidated

financial

results

that

give

a

true

and

fair

view

of

the

net

profit

and

other

comprehensive

income

and

other

financial

information

of

the

Group

in

accordance

with

the

recognition

and

measurement

principles

laid

down

in

Indian

Accounting

Standards

prescribed

under

Section

133

of

the

Act

read

with

relevant

rules

issued

thereunder

and

other

accounting

principles

generally

accepted

in

India

and

in

compliance

with

Regulation

33

of

the

Listing

Regulations.

The

respective

Board

of

Directors

of

the

companies

included

in

the

Group

are

responsible

for

maintenance

of

adequate

accounting

records

in

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

presentation

of

the

consolidated

financial

results

that

give

a

true

and

fair

view

and

are

free

from

material

misstatement,

whether

due

to

fraud

or

error,

which

have

been

used

for

the

purpose

of

preparation

of

the

consolidated

financial

results

by

the

Directors

of

the

Holding

Company,

as

aforesaid.

In

preparing

the

consolidated

financial

results,

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

going

concern

and

using

the

going

concern

basis

of

accounting

unless

the

respective

Board

of

Directors

either

intend

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

responsible

for

overseeing

the

financial

reporting

process

of

the

Group.

Auditor's

Responsibilities

for

the

Audit

of

the

Consolidated

Financial

Results

Our

objectives

are

to

obtain

reasonable

assurance

about

whether

the

consolidated

financial

results

as

2

whole

are

free

from

material

misstatement,

whether

due

to

fraud

or

error,

and

to

issue

an

auditor's

report

that

includes

our

opinion.

Reasonable

assurance

is

a

high

level

of

assurance,

but

is

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

consolidated

financial

results.

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 Consolidated Financial Results,

whether due to fraud or error, design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion

The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting {rom error, as fraud may involve collusion, intentional omissions, misrepresentations,

or the override of internal control.

¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on effectiveness of such controls.

¢ Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by the Board of Directors.

« Evaluate the appropriateness and reasonableness of disclosures made by the Board of

Directors in terms of requirements specified under the Listing Regulations.

« Conclude on the appropriateness of the Board of Directors' use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant 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 auditor'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 Company to cease to continue as a going concern.

¢

Evaluate

the

overall

presentation,

structure

and

content

of

the

consolidated

financial

results,

including

the

disclosures,

and

whether

the

consolidated

financial

results

represent

the

underlying

transactions

and

events

in

a

manner

that

achieves

fair

presentation.

+

Obtain

sufficient

appropriate

audit

evidence

regarding

the

Consolidated

Financial

Results

of

the

Company

to

express

an

opinion

on

the

consolidated

financial

results.

We

are

responsible

for

the

direction,

supervision

and

performance

of

the

audit

of

financial

information

of

such

entities

included

in

the

consolidated

financial

results

of

which

we

are

the

indepeiident

auditors.

For

the

other

entity

included

in

the

consolidated

financial

results,

which

has

been

audited

by

another

auditor,

such

other

auditor

remains

responsible

for

the

direction,

supervision

and

performance

of

the

audits

carried

out

by

them.

We

remain

solely

responsible

for

our

audit

opinion,

cititie,

inehetek

governance

of

the

Holding

Company

and

such

other

uded

in

the

consolidated

financial

results

of

which

we

are

the

independent

auditors

regarding.

among

other

matters,

the

planned

scope

and

timing

of

the

audit

and

significant

audit

aris

including

any

significant

deficiencies

in

internal

control

that

we

identify

during

our

wih

teu

Ones

those

charged

with

governance

with

a

statement

that

we

have

complied

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

applicable,

related

safeguards.

We

also

performed

procedures

in

accordance

with

the

circular

issued

by

the

SEBI

under

Regulation

33(8)

of

the

Listing

Regulations,

as

amended,

to

the

extent

applicable.

Other Matters

We

draw

attention

to

Note

§

&

7

of

the

Consolidated

Financial

Results

which

describes

the

uncertainties

related

to

the

outcome

of

the

pending

litigation

involving

one

of

the

associate

companies.

This

matter

may

impact

the

share

of

profit/loss

of

associates

accounted

for

in

the

Consolidated

Financial

Results.

Our

conclusion

is

not

modified

in

respect

of

this

matter.

We draw attention to Note 6 & 9 of the Consolidated Financial Results which describes the

uncertainty relating to the recoverability of advances extended by one of the associate companies.

The management of the associate has represented that, based on their assessment, the said

advances are considered good and recoverable.

Our conclusion is not modified in respect of this matter.

The financial results include the results for the quarters ended March 31, 2025 being the balancing

figures between audited figures in respect of the full financial years and the published unaudited year

to date figures up to the end of the third quarter of the relevant financial years which were subject to

a limited review by us.

For Pravin Chandak & Associates,

Chartered Accountants

Firm’s registration number: 116627

Pravin Chandak

Partner

Membership number: 049391

Place: Mumbai

Date:30/05/2025

UDIN:

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ZODIAC

VENTURES LTD

30" May 2025

To,

The Corporate Communication Department

Bombay Stock Exchange Ltd.

Dalal Street, Fort, Mumbai — 400001

SUB: Declaration under Regulation 33 (3) (d) of SEBI (LODR) Regulations, 2015 for

Audit Reports on the Standalone and Consolidated Financial Results

REF: Scrip Code: 503641

Dear Madam/Sir,

Pursuant to Regulations 33 (3) (d) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, this is to inform you that the Statutory Auditors of the

Company have issued an unmodified opinion on the Standalone and Consolidated

Audited Financial Results of the Company for the quarter and Financial Year ending on

31% March 2025.

Kindly take the above on record.

Thanking you.

Yours sincerely,

For Zodiac Ventures Limited

Digitally signed by

RUSTOM RUSTOM ASPI

DEBOO

ASPI DEBOO bate: 2025.95.30

20:21:49 +05'30"

Rustom Deboo

Company Secretary and Compliance Officer

205-C, 45 Juhu Residency, Off Gulmohar Road, Juhu, Vile Parle (West), Mumbai 400 049, India

Tel. +91 22 4223 3333 ¢ info@zodiacventures.in * www.zodiacventures.in * CIN: L45209MH1981PLC023923

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