ZODIACLOTH - Zodiac Cloth. Co
📢 Recent Corporate Announcements
Zodiac Clothing Company Limited reported a standalone revenue of ₹40.42 crore for the quarter ended December 31, 2025, marking an 11.4% decline from ₹45.62 crore in the same period last year. While the quarterly net loss narrowed to ₹7.41 crore from ₹9.68 crore YoY, the nine-month loss widened to ₹26.96 crore compared to ₹22.67 crore in the previous year. The company also announced a leadership change, appointing Mr. Salman Yusuf Noorani as the Chairman and Managing Director. Export markets continue to be a significant contributor, accounting for approximately 55% of the quarterly revenue.
- Standalone Revenue from operations decreased by 11.4% YoY to ₹4,042.33 Lakhs in Q3 FY26.
- Standalone Net Loss for the quarter narrowed to ₹740.89 Lakhs compared to a loss of ₹968.18 Lakhs in Q3 FY25.
- 9M FY26 Standalone Revenue stood at ₹11,579.05 Lakhs, down from ₹12,552.50 Lakhs in the corresponding period last year.
- Export revenue for the quarter was ₹2,221.40 Lakhs, contributing approximately 55% of the total revenue.
- Mr. Salman Yusuf Noorani appointed as Chairman and Managing Director effective February 13, 2026.
Zodiac Clothing Company Limited has appointed Mr. Salman Yusuf Noorani as its new Chairman and Managing Director, effective February 13, 2026. The appointment was approved during a board meeting that also reviewed the financial results for the quarter and nine months ended December 31, 2025. Mr. Noorani is an experienced industrialist who currently manages the company's manufacturing, design, and sales operations. This leadership change is intended to streamline executive oversight as the company concludes its third quarter of the 2025-26 fiscal year.
- Salman Yusuf Noorani (DIN: 00068423) appointed as Chairman and Managing Director effective February 13, 2026.
- Board approved standalone and consolidated financial results for the 9-month period ending December 31, 2025.
- Mr. Noorani brings specialized expertise in upgrading manufacturing facilities and overseeing global sales and marketing.
- The board meeting was conducted over a duration of 1 hour and 44 minutes, concluding at 5:44 p.m.
Zodiac Clothing Company Limited held a board meeting on February 13, 2026, to approve its un-audited financial results for the quarter and nine-month period ending December 31, 2025. A significant leadership change was announced with the appointment of Mr. Salman Yusuf Noorani as the Chairman and Managing Director. Mr. Noorani, an experienced industrialist, will oversee the company's overall operations, product design, and marketing. The board also reviewed and took on record the Limited Review Report provided by the statutory auditors, MSKA & Associates LLP.
- Approved un-audited consolidated and standalone financial results for the quarter and nine months ended December 31, 2025.
- Appointed Mr. Salman Yusuf Noorani as Chairman and Managing Director effective February 13, 2026.
- The board meeting was conducted between 04:00 p.m. and 05:44 p.m. on February 13, 2026.
- Independent Auditors MSKA & Associates LLP issued a Limited Review Report on the financial results.
Zodiac Clothing Company Limited has successfully allotted 14,64,414 equity shares to its promoter and promoter group through a preferential issue. The shares were issued at a price of Rs 102.43 per share, raising a total of approximately Rs 15 crore for the company. This move increases the company's total paid-up equity capital to Rs 27.46 crore. Such capital infusion by promoters is generally viewed as a sign of strong internal confidence in the company's long-term growth prospects.
- Allotment of 14,64,414 equity shares to 7 members of the Promoter & Promoter Group.
- Issue price fixed at Rs 102.43 per share, aggregating to a total value of Rs 14,99,99,926.
- Post-allotment, the paid-up equity share capital stands at Rs 27,45,81,310 consisting of 2,74,58,131 shares.
- The allotment was approved via a Circular Resolution by the Board of Directors on January 16, 2026.
Zodiac Clothing Company Limited has submitted its quarterly compliance certificate under SEBI (Depositories and Participants) Regulations, 2018. The document, provided by KFIN Technologies Limited, confirms the processing of dematerialization and rematerialization requests for the quarter ended December 31, 2025. This filing ensures that the company is in compliance with depository regulations regarding share records. It is a standard administrative procedure for all listed entities in India and contains no material financial information.
- Compliance certificate submitted for the quarter ended December 31, 2025.
- Issued by KFIN Technologies Limited, the Registrar and Share Transfer Agent.
- Confirms reporting of demat/remat requests to NSE and BSE.
- Standard regulatory filing under Regulation 74(5) of SEBI.
Zodiac Clothing Company Limited has received overwhelming shareholder approval for four key special resolutions via a postal ballot. The most significant resolution involves raising funds through the preferential allotment of equity shares to the Promoter and Promoter Group for cash, which passed with 99.99% of votes in favor. Shareholders also approved the re-appointment of Mr. S. Y. Noorani as Managing Director and the appointment of Mr. Mohamed Musaed Abu Nasr Noorani as a Non-Executive Director. The total voter turnout represented approximately 48.32% of the company's total equity base.
- Preferential allotment of equity shares to Promoters approved with 99.9972% of votes in favor
- Re-appointment of Mr. S. Y. Noorani as Managing Director confirmed with 99.9924% majority
- Total of 12.56 million votes polled, representing 48.32% of the total 25.99 million outstanding shares
- All four special resolutions, including alterations to the Articles of Association, passed with requisite majority
- Promoter group participation in the vote was 100% in favor of all resolutions
Zodiac Clothing Company Limited has announced the closure of its trading window for all designated persons starting January 1, 2026. This closure is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the Q3 financial results. The window will remain shut until 48 hours after the declaration of the unaudited financial results for the quarter and nine months ending December 31, 2025. This is a standard regulatory procedure to prevent insider trading before sensitive financial information is made public.
- Trading window closure commences on January 1, 2026
- Closure pertains to financial results for the quarter and nine months ended December 31, 2025
- Window to reopen 48 hours after the official announcement of unaudited financial results
- Restriction applies to all Designated Persons and their immediate relatives
Zodiac Clothing Company Limited is raising approximately Rs 15 crore through the preferential allotment of 14,64,414 equity shares. The shares are being issued exclusively to the Promoter and Promoter Group at a price of Rs 102.43 per share, which includes a premium of Rs 92.43. This corrigendum clarifies the pricing methodology, confirming that the shares are 'frequently traded' on the NSE as per SEBI regulations. The e-voting process for shareholders to approve this capital infusion is currently active and will conclude on January 3, 2026.
- Preferential allotment of 14,64,414 equity shares to seven members of the Promoter Group.
- Total capital infusion of Rs 14,99,99,926.02 at an issue price of Rs 102.43 per share.
- Pricing determined based on SEBI ICDR Regulations using NSE trading volumes.
- The relevant date for floor price determination was December 4, 2025.
- 100% of the consideration is payable by the promoters on or before the date of allotment.
Zodiac Clothing Company Limited is seeking shareholder approval via postal ballot for several special resolutions. These include raising funds through a preferential allotment of equity shares to promoter group investors at a price of ₹102.43 per share. The company also seeks approval for the re-appointment of Mr. S. Y. Noorani as Managing Director and the appointment of Mr. Mohamed Musaed Abu Nasr Noorani as a Non-Executive, Non-Independent Director. The e-voting will commence on December 5, 2025, and end on January 3, 2026, with results announced by January 5, 2026.
- Preferential allotment price is ₹102.43 per equity share.
- E-voting commences on December 5, 2025, at 9:00 a.m. IST.
- E-voting ends on January 3, 2026, at 5:00 p.m. IST.
- Results of the postal ballot will be announced on or before January 5, 2026.
- Face value of equity shares is Rs. 10/- each
Financial Performance
Revenue Growth by Segment
The Group operates in a single business segment: manufacturing, retailing, and trading of men's clothing and accessories. Standalone revenue from operations grew 19.98% YoY, reaching INR 172.91 Cr in FY 2024-25 compared to INR 144.12 Cr in FY 2023-24.
Geographic Revenue Split
Export performance contributed INR 104.97 Cr, representing approximately 56.7% of the total standalone income of INR 184.91 Cr for FY 2024-25. The company maintains international operations in London, Dusseldorf, and New York.
Profitability Margins
Operating Profit Margin was 57.52% in FY 2024-25, a slight decrease from 57.99% in FY 2023-24. Net Profit Margin remained negative at -21.80% in FY 2024-25 compared to -22.99% in the previous year, primarily due to high fixed costs and demand headwinds.
EBITDA Margin
EBITDA improved YoY as reflected in the interest coverage ratio moving from -1.43 to -0.81. However, the company continued to report an operating loss before working capital changes of INR 5.23 Cr for H1 FY 2025-26.
Capital Expenditure
Historical CAPEX was INR 14.69 Cr (FY 2013-14). Current major plans include a fully integrated production facility in Bangladesh scheduled to commence operations by August 2025 to serve price-sensitive export markets.
Credit Rating & Borrowing
CARE Ratings revised the long-term bank facilities rating to 'CARE BB; Negative' from 'CARE BB+; Negative' in August 2024. CRISIL Ratings assigned an 'Outlook Stable' with a belief that promoter experience will support the group.
Operational Drivers
Raw Materials
Specific raw materials include fabrics and clothing accessories (buttons, threads, zippers) required for men's apparel. Exact percentage of total cost per material is not disclosed.
Import Sources
Raw materials are sourced globally, with specific mentions of trade contacts in the EU, the US, and manufacturing operations in Bangladesh.
Capacity Expansion
The company is expanding its manufacturing footprint with a new fully integrated facility in Bangladesh, scheduled to be operational by August 2025.
Raw Material Costs
Raw material costs and availability are cited as critical factors impacting operations, though specific YoY cost change percentages were not provided.
Manufacturing Efficiency
Manufacturing efficiency is being addressed through the deployment of technology and the shift of production to lower-cost regions like Bangladesh.
Strategic Growth
Expected Growth Rate
15.50%
Growth Strategy
Growth will be driven by the commencement of the Bangladesh facility in August 2025 to capture price-sensitive markets, the deployment of data analytics and CRM tools for personalized brand experiences, and leveraging 7 decades of promoter experience to expand retail and international marketing operations.
Products & Services
Manufacturing, retailing, and trading of men's clothing (shirts, trousers, suits) and accessories (ties, belts).
Brand Portfolio
Zodiac, ZOD!, Z3, and Metropolitan Trading Co (under license).
New Products/Services
New product launches are focused on sustainable and technologically enhanced apparel, though specific revenue contribution percentages are not disclosed.
Market Expansion
Targeting price-sensitive export markets through the Bangladesh facility and expanding digital engagement platforms for domestic retail.
Strategic Alliances
Trademark license agreement with Metropolitan Trading Co.
External Factors
Industry Trends
The Indian textile and apparel sector is benefiting from global tailwinds and a shift toward sustainability and digital transformation. The industry is evolving through data-driven customer relationship management.
Competitive Landscape
The company competes in the premium and mid-range men's apparel market against both domestic and international brands.
Competitive Moat
The company's moat is built on over 70 years of promoter experience, established long-standing relationships with global clients, and a fully integrated manufacturing-to-retail model.
Macro Economic Sensitivity
Highly sensitive to global demand-supply conditions and changes in government regulations and tax structures.
Consumer Behavior
Shift toward personalized, seamless, and enduring brand experiences driven by digital engagement and ecological responsibility.
Geopolitical Risks
Protracted geopolitical tensions are identified as a major threat to global supply chains and export demand.
Regulatory & Governance
Industry Regulations
Operations are subject to changes in government regulations, tax structures, and international trade agreements, particularly with the EU and the US.
Environmental Compliance
The company emphasizes ecological responsibility and sustainability in its growth strategy, though specific ESG compliance costs are not disclosed.
Taxation Policy Impact
The company recorded a deferred tax charge of INR 5.81 Cr in FY 2024-25 compared to a credit of INR 0.25 Cr in FY 2023-24.
Legal Contingencies
The company notes litigation as a risk factor, but specific pending court cases or case values were not disclosed in the provided documents.
Risk Analysis
Key Uncertainties
Key risks include sustained operating losses (PBT loss of INR 34.50 Cr in FY 2024-25) and demand headwinds impacting the ramp-up of revenue.
Geographic Concentration Risk
Significant exposure to international markets, with exports accounting for over 56% of standalone income.
Third Party Dependencies
Dependency on trademark licenses (Metropolitan Trading Co) and global vendors for raw materials.
Technology Obsolescence Risk
The company is mitigating technology risks by investing in data analytics and digital engagement platforms to stay competitive.
Credit & Counterparty Risk
Debtors Turnover Ratio improved to 7.94 in FY 2024-25 from 6.12, indicating improved receivables management.