Zodiac Ventures Limited — Capital/Financing Update 2021

Dec 15, 2021

December 15, 2021 me

ables, WwW to ZODIAC BSE Limited VENTURES LTD

Department of Corporate Services, 1st floor, New Trading Ring Rotunda Building, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code: 503641

Dear Sir/Madam,

Sub: Outcome of Board Meeting under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Further to our intimation dated December 11, 2021 and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") as amended read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, we wish to inform you that the Board of Directors of Zodiac Ventures Limited ("Company") at their Meeting held on today viz. Wednesday, December 15, 2021, considered and approved, the following:

• 1. Alteration of Articles of Association of the Company by insertion of new Article ie.Article 6A to authorize the Company to issue Convertible Warrants.
• 1. Issuance of up to 40,00,000 (Forty Lakhs) Equity Shares having face value of Re. 1/- each proposed to be issued at Rs. 25.00/-(Rupees Twenty Five Only) each (including premium of Rs. 24/- per equity share) or at such price as may be determined in accordance with Regulation 164 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("SEBI ICDR Regulations"). (Detailed information pursuant to the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 annexed hereto and marked as Annexure - A)
• 1. Issuance of upto 78,16,000 (Seventy Eight Lakhs Sixteen Thousand) Warrants Convertible into Equity Shares having face value of Re. 1/- each proposed to

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be issued at a price of Rs. 25.00/-(Rupees Twenty Five Only) each (including premium of Rs. 24/- per equity share) or at such price as may be determined in accordance with Regulation 164 of SEBIICDR Regulation 2018. (Detailed information pursuant to the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 annexed hereto and marked as Annexure - B)

• 1. Sale or transfer or otherwise Dispose-Off whole or part of Investments /Shareholding in its Subsidiary Company viz. Zodiac Developers Private Limited., (Detailed information pursuant to the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 annexed hereto and marked as. Annexure - C)
• 1. Transactions with Related Parties under Section 188 of the Companies Act, 2013 read with Regulation 23 of SEBI Listing Regulations, 2015.
• 1. Notice of Postal Ballot seeking the consent of Members for the aforesaid Resolutions.
• 1. Appointment of CS Dr. S. K. Jain, Practicing Company Secretary and proprietor of S. K. Jain & Co. as the Scrutinizer for conducting e-Voting process for the postal ballot.

The meeting of the Board of Directors of the Company commenced at 4:30 p.m. (IST) and concluded at 7:00 p.m. (IST).

You are requested to take the aforesaid information on record.

Thanking you, Yours Sincerely,

For Zodiac Ventures Limited Runge,

Ramesh Shah Chairman and Whole Time Director ° DIN:01580767

	Annexure A
Details regarding Preferential Issue of Equity Shares
Type of securities proposed to be issued		Equity Shares of Rs.1/- each
Type of issuance	Preferential Issue in accordance with Chapter V and Regulations ICDR SEBI of the applicable laws			other
number Total securities of — proposed to be issued or the total amount for which the securities will be issued	Upto 40,00,000 (Forty Lakhs) Equity Shares at a for an Share, 25.00/-per Equity price of to of up. consideration aggregate Rs.10,00,00,000 or at such other price as may be determined in accordance with Regulation 164
		of SEBI ICDR Regulations	Category	No. — of
Names of the Investors;	Sr. Ne ' 1	Identity : of} of Proposed Allottees	Proposed Shares Allottees	the Equity proposed be to issued at Rs. 25.00/ each (upto)
	1	Nanji Public Dilip Chheda		10,00,000
	2	Credent Assest Management Services Pvt. Ltd.	Public	10,00,000
	3	Zyana Stock and Commodities, Partnership Firm	Public	20,00,000
allotment securities Post of - outcome of the subscription	Shares Equity allotment of and The issue Members of approval of to the subject of Special passing Company by through Postal Ballot.			is the Resolution
Issue price	Rs.	each or such 25/- determined in accordance with Regulation 164 of the SEBI ICDR Regulations.	price other	may be as

Annexure A Details regarding Preferential Issue of Equity Shares

	Annexure B
Details regarding Preferential Issue of Warrants proposed securities Type of		to Warrants Convertible into Equity Shares
be issued
Type of issuance	the of	Preferential Issue in accordance with Chapter V ICDR SEBI	Regulations	other and _
		applicable laws
of number Total or issued be proposed to	securities Upto 78,16,000 Convertible Warrants at an Issue the Price of Rs 25.00 /- per Warrant, for an aggregate
total amount for which	consideration of up to Rs. 19,54,00,000 or at such determined with reference
the securities will be issued	to	other price as may be relevant date in accordance with Regulation
		164 of SEBI (ICDR), Regulation 2018.
Names of the Investors;	Sr.	Identity of No. Proposed Allottees	Category No. of _of the	Warrants Proposed convertible Allottees into Equity /Shares proposed to be issued at Rs. 25.00/- each (upto)
		1 Archana Vijay Public Lakhotia		62,000
		2 Amit Maheshkumar Zaveri	Public	62,000
	3)	Bhupendra Nathalal Mehta	Public	2,00,000
		4 Varsha Bhupendra Mehta	Public	2,00,000
		5 Samir Bhupendra Mehta	Public	2,00,000
		6 Sameer Mehta Public (HUF)		2,00,000
		7 Ronak Kirit Thakkar	Public	50,000

Annexure B Details regarding Preferential Issue of Warrants

		9 Karan Bora	Public	2,50,000
		10 Kunal Bora 11 Sunil Udhawdas	Public Public ;	2,50,000 21,000
		Vasandani 12 Sweety Khemchand Jaiswal	Public	1,50,000 ss
		13 Jayendra Arvindlal Gandhi	Public	3,50,000
		14 Jimit Ramesh Promoter Shah 15 Kumar Wire Cloth Manufacturin g Company	Public	20,00,000 10,00,000
		Ltd 16 Subhabrata Datta	Public	4,00,000
		17 Vinod Motwani 18 Mansi Kashyap	Public Public	4,00,000 6,00,000
		Bhatia 19 Kashyap Bhagwandas	Public	6,00,000
		Bhatia 20 Viral Rajesh Shah	Public	4,00,000
		21 Jimit Rajesh Shah	Public	4,00,000 Se
- securities of allotment Post outcome of the subscription	The subject Company	and issue approval the to passing by through Postal Ballot.	allotment of of Special of	Shares Equity the of Members Resolution
Issue price ee	Rs	such or each 25/- _determined in accordance with Regulation 164 of the SEBI ICDR Regulations.	other	may as price

Kuh Ve Mrady

Annexure C

Sale or disposal of unit(s) or division(s) or subsidiary of the listed entity

Annexure C
Sale or disposal of unit(s) or division(s) or subsidiary of the listed entity
of the percentage and amount The turnover or revenue or income and net unit or such by contributed worth division of the listed entity during the last financial year	Net Worth of Zodiac Ventures Limited is Rs. 10,09,58,693.68 Developers Zodiac of Contribution Private Limited is Rs. 99,80,913.24
	Ltd. Developers Pvt. Subsidiary, Zodiac in net worth of the 9% has contributed Company Limited Ventures Zodiac during the last financial year.
sale for agreement which the on Date has been entered into	NA
of completion of date expected The sale/disposal	date of the from months 12 Within the by Resolution Special passing Members of the Company through Postal seo Ballot.
such from received Consideration sale/disposal	as amount such be will Consideration Registered the by determined may be the against adjusted may be Valuer the borrowed by loan outstanding Company from Mr. Jimit Ramesh Shah. _
Brief details of buyers and whether any the to _ belong buyers the of group/group promoter/promoter companies. If yes, details thereof	Promoter of Shah, Ramesh Jimit Mr. Zodiac and Limited Ventures Zodiac Developers Private Limited is willing to Shares of Equity crores to 3 up buy Zodiac Developers Private Limited from to subject Limited Ventures Zodiac approval of Shareholders
fall would transaction Whether the within related party transactions? If yes, arm's done at is same the whether length.	Yes the Transaction would fall under the ambit of related party transaction and is done at arm's length basis and according to relevant laws and regulations