Zodiac Energy Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 33^rd Annual Report of Zodiac Energy Limited ("the Company" or "Zodiac") along with the Audited Financial Statements of your Company for the financial year ("FY") ended March 31, 2025.

Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2025, 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. 2024-25	F.Y. 2023-24
Revenue from Operations	40777.72	22,006.11
Other Income	189.07	96.62
Total Income	40966.79	22,102.73
Less: Total Expenses before Depreciation,	37074.06	20,109.88
Finance Cost and Tax
Earnings before Finance Cost Tax Depreciation, and amortization (EBITDA)	3892.73	1992.85
Less: Depreciation	268.78	78.12
Less: Finance Cost	871.05	441.02
Profit Before Tax	2752.90	1473.71
Less: Current Tax	366.14	381.00
Less: Deferred tax Liability	365.18	(1.26)
Less: Pervious year tax adjustment	24.60	(3.23)
Profit after Tax	1996.98	1097.20
Add: Total Other comprehensive income	(4.77)	5.02
Total Comprehensive Income	1992.21	1102.21

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.

Financial Performance Highlights:

During the year under review, your Company has recorded total Revenue from Operations to the tune of 40777.72 Lakhs during the financial year 2024-25 as compared to 22,006.11 Lakhs in the corresponding previous financial year which shows 85.30% of significant growth in the turnover. Your Company has recorded total income of 40966.79 Lakhs during the Financial Year 2024-25 as compared to 22,102.73 Lakhs in the corresponding previous financial year. Earnings before Interest, Depreciation, Tax, and Amortization (EBITDA) increased to 3,892.73 Lakhs in FY 2024–25, as against 1,992.85 Lakhs in the previous year. The Company achieved a Net Profit After Tax (PAT) of 1,996.98 Lakhs, representing an increase of approximately 82% over the PAT of 1,097.20 Lakhs reported in FY 2023–24. Earnings per share stood at 13.38 on face value of 10/- each. Profit of your Company has increased due to significant increase in Turnover and operational efficiency, despite a marginal reduction in Other Comprehensive Income compared to the previous year.

Dividend:

The Board of Directors ("Board"), after considering the relevant circumstances and keeping in view the tremendous growth in Profit of your company has recommended the final dividend of Rs. 0.75/- (Rupees Seventy-five paisa only) per Equity share having face value of Rs.10/- per equity share (i.e. 7.5 % of face value) for the financial year ended on March 31, 2025. The dividend is subject to the approval of members at the ensuing 33^rd Annual General Meeting. Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

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:

The Company has not transferred any amount to the General Reserves during the year. Full amount of net profit is carried to reserve & Surplus account of the Company.

Change in Nature of Business

During the year under review, there has been no change in the overall nature of business of the Company, and it continues to operate in line with its main objects as set out in the Memorandum of Association. The Company has been engaged in the business of trading of Solar Photovoltaic Modules and execution of EPC (Engineering, Procurement, and Construction) contracts. In addition to the aforesaid activities, the Company has also commenced operations in the area of generation of electricity, which is in alignment with and well within the scope of the main objects of the Company.

Changes in Share Capital:

During the year under review, the following changes were made in the Authorized and Paid-up share capital of the Company.

Authorized Share Capital:

x At the beginning of the Financial year 2024-25, the Authorized Share Capital of the company was Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore fifty lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.

Whereas During the Financial year 2024-25 the following change occurred in the Authorized Share Capital of the Company:

x The Authorised Capital of the Company was increased from Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore fifty lakh) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten Only) each pursuant to an Ordinary Resolution passed through Postal Ballot dated May 12, 2024.

Issued, Subscribed & Paid-up Share Capital:

x At the beginning of the financial year 2024-25, the Issued, Subscribed & Paid-up Share Capital of the company was Rs. 14,63,34,400/- (Rupees Fourteen Crore Sixty Three Lakh Thirty Four Thousand Four Hundred Only) divided into 1,46,33,440 (One Crore Forty Six Lakh Thirty Three Thousand Four Hundred Forty) equity shares of Rs. 10/- (Rupees Ten Only) each.

Whereas during the financial year 2024-25, the following changes occurred in the Issued, Subscribed and Paid up share capital of the company:

Issuance of Equity Shares through Qualified Institutional Placement (QIP):

x The Board of Directors of the Company, at its meeting held on April 11, 2024, and the Members of the Company, by way of special resolution passed through Postal Ballot on May 12, 2024, approved the raising of funds by way of issuance of equity shares of the Company having a face value of Rs.10/- each, for an aggregate amount not exceeding Rs.30 Crores (Rupees Thirty Crores only) through Qualified Institutional Placement ("QIP").

x Pursuant thereto, the Qualified Institutions Placement Committee, at its meeting held on August 13, 2024, approved the issue and allotment of 4,35,700 equity shares of face value Rs.10/- each to eligible Qualified Institutional Buyers at an issue price of Rs.688.50 per equity share (including a premium of Rs.678.50 per equity share), against the floor price of Rs.724.38 per equity share, aggregating to Rs.29,99,79,450/-. The said allotment was made in compliance with Regulation 176(1) of Chapter VI of the SEBI (ICDR) Regulations.

Issuance of Equity Shares under Employee Stock Option Plan (ESOP):

x The Nomination and Remuneration Committee, at its meeting held on June 20, 2024, allotted 27,000 equity shares of face value Rs.10/- each, fully paid-up, to eligible option holders upon exercise of stock options under the "Zodiac Energy Limited Employee Stock Option Plan – 2023.

After closure of Financial year 2024-25;

x The Board of Directors of the Company, at its meeting held on June 27, 2025, allotted 27,550 equity shares of face value Rs.10/- each, fully paid-up, to option holders upon exercise of stock options under the "Zodiac Energy Limited Employee Stock Option Plan – 2023.

Accordingly, The Share Capital of the Company after these changes stood as follows as on the date of Report:

Authorized Capital

The present Authorized share capital of the company stands at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

The present Paid-up Share Capital of the Company stands at Rs. 15,12,36,900/- (Rupees Fifteen Crore Twelve Lakh Thirty-Six Thousand Nine Hundred Only) divided into 1,51,23,690 (One Crore Fifty-One Lakh Twenty-Three Thousand Six Hundred Ninety) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Utilization of Funds:

Utilization of Funds Raised through Qualified Institutional Placement (QIP):

During the financial year, the Company successfully raised an aggregate amount of Rs.29,99,79,450/- (Rupees Twenty-Nine Crore Ninety-Nine Lakh Seventy-Nine Thousand Four Hundred Fifty only) through a Qualified Institutional Placement (QIP) by issuing 4,35,700 equity shares of face value Rs.10/- each at an issue price of Rs.688.50 per equity share (including a premium of Rs.678.50 per equity share). The issue price was determined in accordance with the applicable provisions and was placed against the floor price of Rs.724.38 per equity share. The issuance was approved & allotted by the Qualified Institutions Placement Committee at its meeting held on August 13, 2024.

The gross proceeds from the QIP have been fully deployed for the purposes stated in the offer, as detailed below:

(Rs. in Crores)

Original Object	Original Allocation	Funds Utilized till March 31, 2025
To meet the need for Setting up and Installing Solar Power Generation Plant at various locations under-PM Kusum Scheme issued by	22.66	22.66
UGVCL
Other Corporate Purpose	5.18	5.18
Issue related Expenses	2.15	2.15
Total	29.99	29.99

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Qualified Institutional Placement.

Employees Stock Option Scheme (ESOS):

The purpose of the "Zodiac Employee Stock Option Scheme 2023" is to attract, retain, and reward employees holding positions of significant responsibility within the Company, by granting them additional incentives in the form of long-term benefits and opportunities for wealth creation. The Scheme aims to align the interests of employees with the long-term vision of the Company, thereby motivating them to contribute meaningfully towards its sustained growth, profitability, and overall shareholder value. Accordingly, 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. Further, 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 Nomination and Remuneration committee in its meeting held on June 20, 2024, has approved the allotment of total 27,000 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

After completion of Financial Year 2024-25, the Nomination and Remuneration committee in its meeting held on June 27, 2025 has approved the allotment of total 27,550 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.

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

The Company has also obtained certificate from the Secretarial Auditors confirming that ESOP Scheme 2023, have been implemented in accordance with the SEBI (SBEB

& SE) Regulations, 2021 and the resolutions passed by the shareholders 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:

During the year under review, the Company does not have any subsidiaries, associates, or joint venture companies.

However, subsequent to the closure of the financial year 2024-25, the Company acquired a majority stake and was admitted as a partner in Radhavallabh Solar Projects LLP and Priyapritam Solar Projects LLP with effect from May 21, 2025, and in Dharmik Solar Projects LLP with effect from August 12, 2025. Pursuant to these acquisitions, the Company now holds a 51% ownership interest in each of the aforesaid LLPs through direct capital contribution. Accordingly, these entities have become subsidiaries of the Company.

As on date of this report, the Company has the following subsidiaries:

1. Priyapritam Solar projects LLP

2. Radhavallabh Solar Projects LLP

3. Dharmik Solar Projects LLP

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Details of Material Changes/ commitments during the financial year till the Date of this Report:

There have been no material changes or commitments of the Company which have occurred during the financial year under review.

However, subsequent to the closure of the financial year 2024-25, the Company acquired a majority stake and was admitted as a partner in Radhavallabh Solar Projects LLP and Priyapritam Solar Projects LLP w.e.f. May 21, 2025, and in

Dharmik Solar Projects LLP w.e.f. August 12, 2025. Pursuant to these acquisitions, the Company now holds a 51% ownership interest in each of the aforesaid LLPs through direct capital contribution. Consequently, these LLPs have become subsidiaries of the Company in terms of the applicable provisions of the Companies Act, 2013 as on the date of this Report. These strategic acquisitions are expected to further strengthen the Companys presence and growth prospects in the renewable energy sector.

Change in MOA and AOA:

During the year under review, members of your Company vide Postal Ballot dated May 12, 2024 have approved Alteration of Memorandum of Association of the Company by altering Clause V by way of 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) 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) 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:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Particulars of loans, guarantees or investments:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement, which form part of this Annual Report.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section of this Annual Report.

Constitution of Board

As on March 31, 2025, the Board of Directors of the Company comprised the following members:

Name of Director	DIN	Designation
1. Kunjbihari Shah	00622460	Managing Director
2. Parul Kunjbihari Shah	00378095	Whole Time Director
3. Jaxay Shah	00468436	Non-Executive Director
4. Dhaval Shah	07933310	Independent Director
5. Kalpesh Lalitchandra Joshi	07210197	Independent Director
6. Ambar Jayantilal Patel	00050042	Independent Director
7. Rakesh Arvindbhai Patel	00373019	Independent Director
8. Jaiminbhai Jagdishbhai Shah	00021880	Independent Director

The Companys Board comprised eight members including two Executive Directors, one Non-Executive & Non- Independent Director and five Independent Directors. The Board also includes one-woman Executive Director thereby ensuring compliance with the statutory requirements as well as maintaining a balanced and diverse composition. The composition of the Board and its Committees, along with details relating to the tenure of Directors, their skills and areas of expertise, and other relevant information, are provided in the Corporate Governance Report, which forms part of this Annual Report. In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified the key skills, expertise, and core competencies of its members in the context of the Companys business for ensuring effective governance and strategic oversight. A detailed matrix of such skills and competencies is mentioned in the Corporate Governance Report, which forms an integral part of this Annual Report.

CHANGE IN BOARD COMPOSITION Appointment/Re-appointment/Cessation

During the financial year 2024-25, there was no change in the composition of the Board of Directors.

Retirement by rotation and subsequent re-appointment

Mr. Jaxay Shah (DIN: 00468436), Non-executive Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), being eligible he has offered himself for re-appointment.

The resolution for his re-appointment is being placed before the shareholders at the ensuing Annual General Meeting. The details required under Regulation 36(3) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards are provided in the explanatory notes to the AGM Notice.

Key Managerial Personnel (KMP)

During the financial year 2024-25, there was no change in the Key Managerial Personnel of the Company. Subsequent to the, closure of the Financial Year 2024-25, Ms. Dipika Modi has tendered her resignation from the post of Company Secretary and Compliance officer of the Company w.e.f. April 11, 2025 (after closing of business hours) The Board of Directors, at its meeting held on June 02, 2025, approved the appointment of Ms. Divya Joshi was as a Company Secretary and Compliance officer of the Company with effect from the same date. Pursuant to provision of Section 203 of the Companies Act, 2013, the following persons were designated as Key Managerial Personnel of the Company as on the date of this Report; x Mr. Kunjbihari Shah-Managing Director, x Mrs. Parul Kunjbihari Shah-Whole Time Director, x Mrs. Shefali Karar -Chief Financial Officer x Mrs. Divya Joshi-Company Secretary & Compliance officer

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. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Five Non-Promoter Non-Executive Independent Directors. 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 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 67 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. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at h s://www.zo cen rgy.com/imag pdf/corp rate-

https://www.zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/T%20&%20C%20of%20Independent%20Directors.pdf governance/pol c _&_code_of_co du t T%20&%20C In den %20D

irectors.pdf

None of Independent Directors have resigned during the year.

Familiarization Program for Independent Directors:

The Company conducts a structured Familiarization Programme to equip Independent Directors with the knowledge of their roles, responsibilities, and rights. The programme also includes an overview of the Companys operations, business model, industry landscape, and key policies. Independent Directors are regularly updated through presentations and discussions at Board meetings covering strategy, operations, finance, regulatory updates, and industry developments, particularly relevant to the agricultural and technology sectors. Details of the familiarization programmes imparted to Independent Directors are v il bl th C mpanys websi e at www. . om ag pdf rporate-https://zodiacenergy v l es_&_ _of_ .com/policies ndu t Fa _&_code_of_ arizati n%20Pr grammes%20of%20 conduct.php Independent%20Director%20For%202024-25.pdf

Committees of Board:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Annual Report.

Number of meetings of the Board:

The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per statutory requirements, Board meetings are held at least once every quarter to review the financial and operational performance of the Company. Additional meetings are convened as and when necessary. During the year under review, Board of Directors, met 11 (Eleven) times. 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 Annual Report.

Independent Directors Meeting:

The Independent Directors met on February 10, 2025, 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.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. 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 evaluation 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.

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. https://www.zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/nomination-and-remuneration-policy.pdf nom nation-and-remun ratio -policy.

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 for the year ended March 31, 2025, 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 2024-25 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):

The Company has always adhered to its core philosophy of contributing towards the welfare and development of society. In accordance with the requirements of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee comprising its members to oversee and manage the CSR activities of the Company. The Board has also adopted the CSR Policy, which is available on the website of the Company at https://www.zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/CSR%20Policy.pdf

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the Financial year 2024-25, our company incurred CSR expenditure of Rs. 18,00,000/- (Rupees Eighteen Lakh Only) which is as per the requirement to spent 2% of the average net profits of the Company, during the three years immediately preceding financial year in compliance of provisions of the Companies Act, 2013. The Chief Financial Officer of the Company has certified that CSR spends of your Company for financial year 2024-25 have been utilized for the purpose and in the manner approved by the Board of the Company.

The primary focus of our Companys CSR initiatives during the year was supporting the Tide Foundation, and Sparsh Samvedana Foundation Trust, which are dedicated to serving underprivileged and backward sections of society through initiatives in nutrition, education, and skill building, with an emphasis on developing innovative and sustainable approaches to education and overall development.

Our Companys CSR Policy Statement and Annual Report on CSR activities undertaken during the Financial Year 2024-25, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 as per the prescribed format is annexed as an "Annexure-B" to this report.

Corporate Governance Report:

Your Company strives to incorporate the appropriate standards of corporate governance and ethical business 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://www.zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/Code%20of%20Conduct%20for%20Board%20Members%20and%20Senior%20Management%20Personnel.pdf Code f Con uct for Board M mbers an Senio Man g t P rso nel.

Annual Return:

Pursuant to Section 134(3) (a) of the Act, the draft Annual return as on March 31, 2025 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://zodiacenergy.com/annual_return.php.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties are placed before the Audit Committee for its prior approval. With only the Independent Directors, being members of the Committee, participating in the approval process For transactions of a repetitive nature, omnibus approval is obtained in line with the applicable provisions. 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 2024-25, your Company has not entered into any transactions with related parties which could be considered as material in terms of Section 188 of the Act.

Accordingly, the disclosure in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable. Further, no related party transaction was entered into during the year that could be considered prejudicial to the interests of minority shareholders. The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link: https://zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/Related-Par Relat -Pa ty-Transa ion. ty-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:

During the year under review, M/s. D J N V & Co., Statutory Auditors of the Company, tendered their resignation on August 14, 2024, effective from the close of business hours on the same day. To fill the casual vacancy caused by the said resignation, the Board of Directors, at its meeting held on August 14, 2024, appointed M/s. NPKU & Co., Chartered Accountants (Firm Registration No. 0127079W) as the Statutory Auditors of the Company. The appointment was duly approved by the members at the 32^nd Annual General Meeting of the Company held on September 13, 2024, for a term of five (5) consecutive years, i.e., from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder. The Notes to the financial statements for the financial year 2024-25, 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 in their Report. The Auditors Report is enclosed with the financial statements in this Annual Report.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors of the company 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.

APPOINTMENT OF SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulation 24A of the SEBI Listing Regulations, 2015, the Board of Directors of the Company, has approved the appointment of M/s. SCS and Co. LLP, a peer-reviewed firm of Company Secretaries in Practice (FRN.: L2020GJ008700 and Peer Review No. 5333/2023) as the Secretarial Auditors of the Company for a period of five (5) consecutive financial years, i.e., from FY 2025-26 up to FY 2029-30, subject to the approval of members at the ensuing Annual General Meeting, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.

Secretarial Auditor and their 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 for the financial year 2024-25. The Secretarial Audit Report (MR-3) for the year under review is annexed as Annexure-C of this report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may be stated specifically in Annexure –C.

Compliance Requirement (Regulation s/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Management Response
1. Requirement of SEBI circular SEBI/HO/C FD/CFD- PoD- 1/P/CIR/2 023/123 dated July 13, 2023. & SEBI Circular no. SEBI/HO/C FD/PoD2/C IR/P/0155 dated November 11, 2024	Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requiremen ts) Regulations , 2015	The announcement mentioned herein has not been submitted to the stock exchange within the timeline specified for disclosure of events specified in Part A of Schedule III of the LODR Regulations;	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. Prohibition of Insider Trading Regulations , 2015.	Improper Flow/ Delay by Company in entering some of UPSI Sharing Entries in software (Structured Digital Database)	Company has maintained internally Structured Digital Database in Digital Software for FY 2024-25 with adequate internal controls and checks such as time stamping and audit trails to ensure non- tampering of the database.	The recent delay was unintentional and occurred in an effort to meet compliance deadlines. However, the Company acknowledges the importance of timely and accurate entry of UPSI sharing information. Going forward, the management will take all necessary steps to ensure that UPSI is disseminated within the prescribed timeline, while also maintaining a proper and controlled flow of UPSI within the Companys internal processes.
		*However, there has been a delay by the Company in entering certain UPSI sharing entries into the software . Based on my verification of the SDD maintained by the Company, I am of the opinion that the SDD can be maintained cum utilized more efficiently and effectively by the Company in accordance with the spirit of the compliance requirement under SEBI PIT Regulations, 2015.
3 Securities and Exchange Board of India (Listing Obligations and Disclosure Requiremen ts) Regulations , 2015	The Company had not submitted disclosure to the Stock Exchange under Regulation 30 of SEBI LODR regulations regarding the matter of Tax litigations or disputes.	The Company has received a Show Cause Notice ("SCN") in relation to ongoing tax litigations or disputes. However, the Company did not submit any disclosure concerning this matter to the Stock Exchange under Regulation 30 of the SEBI (LODR) Regulations. Kindly refer to the attached Annexure- A for detailed information on the matters that were not disclosed under Regulation 30. Furthermore, pursuant to SEBI Circular SEBI/HO/CFD/CFD-PoD- 2/CIR/P/2024/185 dated December 31, 2024, it became mandatory for all listed companies to disclose details of ongoing tax litigations or disputes. In compliance with this requirement, the Company had duly included the relevant tax litigation details in the Integrated Filing Governance Report for the quarter ended March 31, 2025.	At the time of receiving the Show Cause Notice, we were not aware that ongoing tax litigations were required to be disclosed to the stock exchange in accordance with Regulation 30. However, with the introduction of the Integrated Filing Governance Report, we became aware of this compliance requirement. Accordingly, all ongoing tax litigations have been duly disclosed in the Integrated Filing for the quarter ended March 31, 2025. Going forward, the Board will ensure due consideration and adherence to this compliance requirement.

Cost Auditors:

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

INTERNAL AUDITOR:

During the year under review, M/s. Manubhai & Shah LLP, Chartered Accountant, (FRN: 106041W/W100136) were appointed as the Internal Auditors of the Company for the financial year 2024-25, in accordance with the applicable provisions of the Act.

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.

PARTICULARS OF EMPLOYEES:

The Company had 141 employees as on March 31, 2025.

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-D of this report.

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 W https://zodiacenergy.com/images/pdf/corporate-governance/policies_&_code_of_conduct/Whistle%20Blower%20Policy.pdf s l Bl w r P . 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 annexure as Annexure-E of this report.

COMPLAINCE STATUS UNDER MATERNITY BENEFIT ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such incidence took place during the year.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

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 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. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3. No s which impact the going concern status and the Companys operation in future.

4. There has been no change in the nature of business of your Company.

5. There was no instance of onetime settlement with any Bank or Financial Institution.

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

Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a functional website namely " https://zodiacenergy.com/ .co " 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.

Acknowledgement:

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, bankers, stock exchanges, depositories, analysts, advisors, debenture holder(s) and debenture trustee, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors, members and all other stakeholders for their valuable sustained support. The Board of Directors wish to place on record its sincere appreciation for the continued co-operation and support rendered by your Companys executives, staff and workers. Your Directors also appreciate and acknowledge the confidence reposed in them by members of your Company.

Registered office:	By order of the Board of Directors
U.G.F 4-5-6, Milestone Building,	For, ZODIAC ENERGY LIMITED
Nr. Khodiyar Restaurant, Nr.	CIN: L51909GJ1992PLC017694
Drive-In Cinema, Thaltej,
Ahmedabad – 380 054, Gujarat.