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:

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:

• 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:

• 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:

• 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):

• 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”).

• 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 t 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):

• 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;

• 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:

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

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 Company’s
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:

The Company’s 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 Company’s 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;

• Mr. Kunjbihari Shah-Managing Director,

• Mrs. Parul Kunjbihari Shah-Whole Time Director,

• Mrs. Shefali Karar -Chief Financial Officer

• 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
https: //www.zodiacenergy.com/images/pdf/corporate-

governance/policies & code of conduct/T%208_/o20C%20of%20Independent%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 Company’s 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
available on the Company’s website at

https: //www.zodiacenergy.com/images/pdf/corporate-

governance/policies & code of conduct/Familiarization%20Programmes%20of%20
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. Stakeholder’s 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 Company’s 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.

nomination-and-remuneration-policv.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 Company’s 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 Company’s 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 Company’s 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

Code of Conduct for- Board Members and Senior Management Personnel.pdf
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 arm’s 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 Company’s 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 Company’s website and
can be accessed using the link: Related-Partv-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.

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 Whistle Blower Policy.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 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 Company’s 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 significant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company’s 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://zodiacenergv.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.

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 Company’s 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. Kh^odiyar_ ^Restaurant, Nn CIN: L51909GJ1992PLC017694

Drive-In Cinema, Thaltej,

Ahmedabad - 380 054, Gujarat.

Kunjbihari Shah Parul Shah

Place: Ahmedabad Managing Director Whole Time Director

Date: August 12, 2025 DIN 00622460 DIN 00378095