Zodiac-JRD-MKJ plans Rs 24.50 crore Aerocom takeover

Zodiac-JRD-MKJ Limited plans to spend Rs 24.50 crore in fiscal 2026-27 to acquire a 51.82% first-tranche stake in Aerocom Automotives Private Limited, funded through a proposed Rs 40 crore rights issue. The transaction would give Zodiac-JRD-MKJ a controlling interest in a Nagpur-based maker of cold-pressed automotive metal components that mainly supplies Mahindra & Mahindra Limited.

What is Zodiac-JRD-MKJ buying in Aerocom Automotives?

Zodiac-JRD-MKJ proposes to buy 57,000 equity shares, equal to 51.82% of Aerocom Automotives Private Limited's issued and paid-up share capital, for Rs 24.50 crore in cash. The proposed transaction is described as a first tranche and is intended to expand Zodiac-JRD-MKJ's automotive-components operations beyond its existing cut-and-polished diamond trading business.

The purchase has not been completed because Zodiac-JRD-MKJ has entered only into a non-binding term sheet. It says a shareholders' agreement will be executed after receipt of net rights-issue proceeds. The company says the acquisition price was determined using Aerocom's turnover, profitability and third-party valuation of plant and machinery. If issue proceeds fall short, the stated plan is to meet the balance from internal accruals.

Aerocom was incorporated on April 20, 2000, and operates from Plot K-13 at MIDC Hingna Road in Nagpur, Maharashtra. It manufactures cold-pressed metal components for the automotive segment and mainly supplies Mahindra & Mahindra Limited. Aerocom's authorised share capital is Rs 25 lakh, while its issued, subscribed and paid-up share capital is Rs 11 lakh, comprising 1,10,000 equity shares with a face value of Rs 10 each.

How will Zodiac-JRD-MKJ finance the Aerocom acquisition?

Zodiac-JRD-MKJ proposes a rights issue of up to 1.60 crore equity shares at Rs 25 per share, comprising a Rs 10 face value and a Rs 15 premium. Full subscription would produce gross proceeds of Rs 40 crore. Estimated issue expenses are Rs 2.0472 crore, leaving expected net proceeds of Rs 37.9528 crore, subject to finalisation of the basis of allotment and issue-related costs.

The Aerocom purchase would account for Rs 24.50 crore, or the largest identified allocation from the proposed net proceeds. Zodiac-JRD-MKJ has allocated Rs 5 crore to working-capital requirements, Rs 4 crore to VEM Plastic Molding Private Limited, and Rs 4.4528 crore to general corporate purposes. The general-corporate allocation is below the stated cap of 25% of gross proceeds.

The board authorised the issue on August 6, 2026. Assuming full subscription, issued, subscribed and paid-up equity shares would rise from 1,09,75,625 before the issue to 2,69,75,625 after it. The issue price is below the disclosed ex-rights price of Rs 29.30 per equity share calculated under the takeover regulations.

Zodiac-JRD-MKJ plans to deploy the full Rs 37.9528 crore of net proceeds during fiscal 2026-27. However, it has disclosed that its board may revise deployment schedules, reallocate proceeds where an object faces a shortfall, or use unspent proceeds in later financial years in accordance with applicable law. Acuite Ratings & Research Limited has been appointed to monitor use of gross proceeds until they are fully utilised.

How has Aerocom Automotives performed financially?

Aerocom reported revenue from operations and other income of Rs 23.5837 crore in financial year 2026, in figures labelled unaudited, compared with Rs 19.218 crore in financial year 2025 and Rs 15.9994 crore in financial year 2024. Revenue therefore increased by Rs 4.3657 crore from financial year 2025 to financial year 2026, following an earlier rise of Rs 3.2186 crore between financial years 2024 and 2025.

Profit after tax was Rs 80.15 lakh in financial year 2026, compared with Rs 79.82 lakh in financial year 2025 and Rs 76.42 lakh in financial year 2024. Basic and diluted earnings per share were Rs 0.73 in both financial years 2026 and 2025, compared with Rs 0.69 in financial year 2024. Reserves and surplus, excluding revaluation reserves, increased to Rs 7.5023 crore in financial year 2026 from Rs 6.7008 crore in financial year 2025.

Zodiac-JRD-MKJ says volatility in the diamond industry led it to enter an additional automotive-components vertical. Management has said the Aerocom purchase is intended to participate in automobile-market growth and increasing electric-vehicle demand, and that it believes the acquisition could increase business stability, revenue and profitability. Those are management expectations, not reported outcomes of the proposed acquisition.

What other automotive investments and working-capital plans are proposed?

Zodiac-JRD-MKJ proposes to invest up to Rs 4 crore in VEM Plastic Molding Private Limited, a 90%-owned subsidiary that manufactures tools and plastic-moulded products for the automotive-components industry. VEM Tooling India Private Limited owns the remaining 10% and proposes a proportionate equity investment, which would leave Zodiac-JRD-MKJ's holding unchanged at 90%.

VEM Plastic Molding was incorporated on October 4, 2024. For financial year 2026, it reported revenue from operations and other income of Rs 20.8196 crore for nine months and profit after tax of Rs 99.28 lakh. In financial year 2025, it reported a loss after tax of Rs 50,000. Its financial year 2026 equity capital was Rs 3.001 crore, compared with Rs 10 lakh in financial year 2025.

The proposed Rs 5 crore working-capital allocation is intended for fiscal 2027. Zodiac-JRD-MKJ's working-capital gap was Rs 76.9376 crore at March 31, 2026, while management projects a gap of Rs 85.4795 crore for fiscal 2027. The projection assumes inventory holding of 300 days, down from 639.15 days in fiscal 2026, and trade-receivable holding of 210 days, down from 375.18 days.

How will Zodiac-JRD-MKJ report the use of rights-issue proceeds?

Zodiac-JRD-MKJ says it will keep gross proceeds in a separate bank account monitored by Acuite Ratings & Research Limited. The monitoring agency is required to submit reports to the board until 100% of gross proceeds have been used. Pending deployment, the company says it may temporarily deposit funds with scheduled commercial banks but will not invest the proceeds in equity markets.

The company also says it will provide quarterly disclosures to stock exchanges on deviations from stated objects and category-wise variations in fund use. It will disclose unutilised gross proceeds in its balance sheet and place annual statements of any use outside stated objects before the audit committee while proceeds remain unutilised. The company disclosed no bridge loans that are proposed to be repaid from issue proceeds.

Conclusion

The proposed Rs 24.50 crore Aerocom acquisition is the central use of Zodiac-JRD-MKJ's planned Rs 37.9528 crore of net rights-issue proceeds. If completed, it would give Zodiac-JRD-MKJ a 51.82% interest in an automotive-component maker that reported Rs 23.5837 crore in financial year 2026 revenue, while the separate Rs 4 crore VEM Plastic Molding investment would extend its automotive-focused funding.

The next events to watch are the subscription and allotment outcome of the rights issue, execution of the shareholders' agreement after net proceeds are received, and deployment against the fiscal 2026-27 schedule. Zodiac-JRD-MKJ's quarterly deviation disclosures and Acuite Ratings & Research Limited's monitoring reports will show whether proceeds are being used for the stated acquisition, working-capital and subsidiary-investment plans.