Zodiac Energy Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 32^nd Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2024.

Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Amount in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	22,006.11	13,765.92
Other Income	96.62	83.70
Total Income	22,102.73	13,849.62
Less: Total Expenses before Depreciation, Finance Cost and Tax	20,109.88	13,015.91
Profit before Depreciation, Finance Cost and Tax	1992.85	833.71
Less: Depreciation	78.12	77.38
Less: Finance Cost	441.02	318.13
Profit Before Tax	1473.71	438.20
Less: Current Tax	381.00	125.00
Less: Deferred tax Liability	(1.26)	(5.73)
Less: Pervious year tax adjustment	(3.23)	-
Profit after Tax	1097.20	318.93
Other comprehensive income	5.02	(5.13)
Total Comprehensive Income	1102.21	313.80

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report. Further, there has been no change in nature of business of your Company.

Previous year figures have been regrouped / re-arranged wherever necessary.

Performance Highlights:

During the year under review, your Company has recorded total Revenue from Operations to the tune of Rs 22,006.11 Lakhs during the financial year 2023-24 as compared to Rs 13,765.92 Lakhs in the corresponding previous financial year which shows 59.86% increase in the turnover.

Your Company has recorded total income of Rs 22,102.73 Lakhs during the Financial Year 2023-24 as compared to Rs 13,849.62 Lakhs in the corresponding previous financial year.

During the year, your Company has generated earnings before interest, depreciation and tax (EBIDTA) of Rs 1992.85 Lakhs as compared to Rs 833.71 Lakhs in the previous year. The net profit after tax for the financial year 2023-24 stood at Rs 1097.20 Lakhs as compared to Rs 318.93 Lakhs during the previous financial year 2022-23 which states Increase of almost 244 % in the profit of the Company.

Earnings per share stood at Rs 7.50 on face value of Rs 10/- each.

Profit of your Company has increase due to increase in Turnover of the Company as well as addition in Other comprehensive income as compared to previous year. Hence, as the result of that profit of your Company has increased at robust growth.

Dividend:

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Transfer of Shares and Unpaid/Unclaimed Dividend to Investor Education and Protection Fund:

There is no money lying to unpaid/unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

Transfer to Reserve:

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

Changes in Share Capital:

During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company:

The Authorised and Paid-up share Capital of the Company as on March 31, 2024 was: Authorized Capital: -

The Equity Authorized share Capital of the Company on March 31, 2024 was Rs 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs 10/- each.

After closure of the Financial Year, the shareholder vide their Ordinary Resolution passed through Postal Ballot dated May 12, 2024 have approved increase in Authorised Share Capital of the Company. The Present Authorised Capital of the Company is:

The Authorized Capital of the Company is Rs 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs 10/- each.

Issued, Subscribed & Paid-up Capital: -

The Paid-up Capital of the Company is Rs 14,63,34,400/- divided into 1,46,33,440 Equity Shares of Rs 10/- each.

After Closure of Financial Year, the Nomination and Remuneration Committee vide its resolution passed in its meeting dated June 20, 2024 has allotted 27,000 Equity Shares under the ESOP Scheme. The Present Issued, Paid up and subscribed Capital of the Company is:

The Paid-up Capital of the Company is Rs 14,66,04,400/- divided into 1,46,60,440 Equity Shares of Rs 10/- each.

Employees Stock Option Scheme (ESOS):

The Shareholders of the Company vide Postal Ballot dated March 16, 2023 have approved Zodiac Employee Stock Option Plan-2023. The Shareholders of the Company have approved to grant total option of 2,92,670 (Two Lakhs Ninety Two Thousand Six hundred Seventy Only) fully paid up equity shares of Rs 10 each of the Company ("Equity Share(s)"), under one or more tranches to the employees of the Company.

The Nomination and Remuneration committee has granted total 1,76,000 equity stock options of the face value of Rs. 10 each (‘ESOPs), at the grant price of Rs. 10 (Rupees Ten only) per option to the eligible employees of the Company on May 22, 2023 out of which 41,000 Options were lapsed due to resignation of option Grantee.

After Completion of Financial Year, the Nomination and Remuneration committee has granted total 22,500 equity stock options of the face value of Rs. 10 each (‘ESOPs), at the grant price of Rs. 10 (Rupees Ten only) per option to the eligible employees of the Company in its meeting held on May 22, 2024.

The Statutory disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to Zodiac Employee Stock Option Plan-2023 is available on the website of the Company at www.zodiacenergy.com

A certificate from Secretarial Auditor of the Company i.e. M/s. SCS and Co LLP, Company Secretaries, has been received confirming that ESOP Scheme 2023, has been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company i.e. www.zodiacenergy.com.

Subsidiaries/Associates/ Joint Ventures:

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

Details of Material Changes from the end of the financial year till the Date of this Report:

No Material Changes have taken place from the end of the financial year till the date of this report.

Change in MOA and AOA:

During the year under review, there were no changes in the Memorandum of Association (MOA) and Alteration in Articles of Association (AOA) of the Company.

After closure of financial year, members of your Company vide Postal Ballot dated May 12, 2024 have approved Alteration Memorandum of Association of the Company by altering Clause V by Increase in Authorised share Capital of the Company from existing Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only).

Change in the Registered Office:

During the year, there was no change in address of the registered office of the Company.

The Registered office of the Company is situated at U.G.F-4,5,6, Milestone Building, Near Khodiyar Restaurant, Near Drive In Cinema, Thaltej, Ahmedabad - 380054.

Public Deposits:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments:

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

Directors and Key Managerial Personnels:

As of March 31, 2024, your Companys Board had eight members comprising of Two Executive Directors, one Non-Executive & Non- Independent Director and five Independent Directors. The Board has one-woman Executive Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning.

The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

During the year under review, Mr. Bhargav Chaitanya Mehta (DIN: 03125599), ceased to be Executive Director (Whole-time director) of the Company w.e.f. April 01, 2023 due to Personal Reason. The Board places on record their appreciation for his valuable contribution and guidance.

During the year under review, the Board of Directors of your company in their meeting held September 08, 2023 have approved appointment of Mr. Jaiminbhai Jagdishbhai Shah (DIN: 00021880) as Non- Executive Independent Director of the Company subject to approval of the members. The Members vide their postal ballot dated October 18, 2023 have approved appointment of Mr. Jaiminbhai Jagdishbhai Shah as Independent Director of the Company for a Period of five consecutive year from September 08, 2023 to September 07, 2028.

During the year under review, Ms. Niyati Parikh has tendered her resignation from the post of Company Secretary and Compliance officer of the Company w.e.f. July 15, 2023 (after closing of business hours) & Mr. Parth Shah was appointed as a Company Secretary and Compliance officer of the Company w.e.f July 16, 2023. Further, on Mr. Parth Shah has tendered his resignation from the post of Company Secretary and Compliance officer of the Company w.e.f. October 27, 2023 (after closing of business hours) & the Board in their meeting held on October 27, 2023 have approved appointment of Ms. Dipika Modi as Company Secretary and Compliance officer of the Company w.e.f. October 28, 2023.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Kunjbihari Shah (DIN: 00622460) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re- appointment.

The Board recommends the re-appointment of above Director for your approval. Brief details of Directors proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

Pursuant to provision of Section 203 of the Act, Mr. Kunjbihari Shah, Managing Director, Mrs. Parul Kunjbihari Shah, Whole Time Director, Mrs. Shefali Karar, Chief Financial Officer and Ms. Dipika Modi, Company Secretary & Compliance officer are Key Managerial Personnels of the Company as on March 31, 2024.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Further, your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Further, In the opinion of the Board, all your Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules,2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no 46 of this Annual Report. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Committees of Board:

Details of various Committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board:

The Board met 13 (Thirteen) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors Meeting:

The Independent Directors met on February 07, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization Programme:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, your Company has also conducted familiarization of the Directors on different aspects.

Policy on Directors appointment and remuneration:

Your Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available on the website of the Company at https://zodiacenergv.com/images/pdf/Criteria-of-making-payments-to-Non-Executive-Directors.pdf .

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and 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 at the end of the financial year 2023-24 and of the profit of the Company for that period;

c) they 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;

d) they have prepared the annual financial statements on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Board policies:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report.

Corporate Social Responsibility (CSR):

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is not required to do CSR Expenditure for the financial year 2023-24 as the company has not crossed threshold limit as specified in section 135(1) of the Companies Act, 2013 as on 31^st March, 2024.

Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a functional website namely "https: / /zodiacenergy.com/" containing the information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Corporate Governance Report:

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at

https://zodiacenergy.com/images/pdf/Code%20oj%20Conduct%20for%20Board%20Members%20and%20Senior%20Management%20Personnel.pdf.

Annual Return:

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the https://www.zodiacenergy.com/investors.php.

Transactions with Related Parties:

All transactions with related parties are placed before the Audit Committee for its prior approval. Further, only those members of the Committee, who are Independent Directors, approve the related party transactions.

An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested. During FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link:https://zodiacenergv.com/images/pdf/Related-Party-Transaction.pdf.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors Report:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. D J N V & Co, Chartered Accountants (Firm Registration No. 115145W), was appointed as Statutory Auditors of the Company for a period of five years from the conclusion of 30^th Annual General Meeting till the conclusion of 35 ^th Annual General Meeting of the Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has reappointed M/s SCS & Co LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

The Secretarial Auditors have provided for following observation in their report:

Sr No Observation of Secretarial Auditor	Company Reply
1 The announcement has been submitted to the stock exchange with a physical signature certification rather than with digital signature certification (DSC) for the purpose of authentication and certification of filings or submissions made to the respective Stock Exchanges	The company will comply with regulations more quickly, stay informed about all circulars issued by the stock exchanges, and meet all necessary compliance standards.
2. Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The company will comply with regulations more quickly, stay informed about all circulars issued by the stock exchanges, and meet all necessary compliance standards.
3. Delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).	The Management will now ensure timely updation of details of Directors & Designated persons in SDD details with designated Depository.
4. Delay by Company in entering some of UPSI Sharing Entries in software (Structured Digital Database)	Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons for any specific compliance Purpose.
	Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

Cost Auditors:

Cost Audit is not applicable to our Company. Hence, there is no need to appoint a Cost Auditor.

Secretarial Standards:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

Particulars of Employees:

The Company had 111 employees as on March 31, 2024.

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, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the information on employees particulars which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Your company follows a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at

https: / /zodiacenergy.com/images/pdf/Whistle%20Blower%20Policv.pdf

During the year under review, your Company had not received any complaint under the whistle blower policy.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Cyber Security:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

General Disclosure:

Your Directors state that there were no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. Change in the nature of business of your Company.

6. Application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the Banks or Financial Institutions.

8. Revision of financial statements and Directors Report of your Company.

Acknowledgement:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Registered office:

U.G.F 4-5-6, Milestone Building, Nr. Khodiyar Restaurant, Nr. Drive-In Cinema, Thaltej, Ahmedabad - 380 054, Gujarat

By order of the Board of Directors For, ZODIAC ENERGY LIMITED CIN: L51909GJ1992PLC017694

Place: Ahmedabad
Date: August 14, 2024	Kunjbihari Shah	Parul Shah
	Managing Director	Whole Time Director
	DIN 00622460	DIN 00378095