Directors Report of Zodiac Energy Ltd.

Mar 31, 2025

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:

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, Finance Cost and Tax	37074.06	20,109.88
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:

• 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:

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 UGVCL	22.66	22.66
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

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:

Sr. No.	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 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.

Sr. No.	Compliance Requiremen t (Regulation s/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary					Management Response
1.	Requirem en t 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.
				Sr. No.	Type of disclosure	Timeline specified for disclosure
				1.	Regulation 30 of Intimation with reference to order received from M/s. Mansa Sugar Limited (Zambia, Africa)	Uploaded with a delay of 2 days
				2.	Regulation 30 of Intimation with reference to Signing Memorandum of Understanding (MOU) with State Bank of India.	Not uploaded within the same day.
2.	Prohibition of Insider Trading Regulations , 2015.	Improper Flow/ Delay by Company in entering some of UPSI Sharing	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

		Entries in software (Structured Digital Database)	*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.	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 Company’s internal processes.
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 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

---

Mar 31, 2024

The 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 ?22,006.11 Lakhs during the financial year 2023-24 as compared to ?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 ? 22,102.73 Lakhs during the Financial Year 2023-24 as compared to ? 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 ? 1992.85 Lakhs as compared to ?833.71 Lakhs in the previous year. The net profit after tax for the financial year 2023-24 stood at ?1097.20 Lakhs as compared to ?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 ?7.50 on face value of ?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 ? 15,00,00,000/- divided into 1,50,00,000 Equity Shares of ? 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 ? 20,00,00,000/- divided into 2,00,00,000 Equity Shares of ?10/- each.

Issued, Subscribed & Paid-up Capital: -

The Paid-up Capital of the Company is ? 14,63,34,400/- divided into 1,46,33,440 Equity Shares of ?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 ? 14,66,04,400/- divided into 1,46,60,440 Equity Shares of ?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 ?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 Company’s 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 Company’s 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 NonExecutive 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 reappointment.

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 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 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 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, 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%20an

d%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 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 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 Company’s 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.

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 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 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 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 Company’s 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.

---

Mar 31, 2023

The Directors are pleased to present the 31st Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2023.

Financial Performance:

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable 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. 2022-23	F.Y. 2021-22
Revenue from Operations	13,765.92	14,297.05
Other Income	83.70	97.58
Total Income	13,849.62	14,394.63
Less: Total Expenses before Depreciation, Finance	13,015.91	13,409.50
Cost and Tax
Profit before Depreciation, Finance Cost and Tax	833.71	985.13
Less: Depreciation	77.38	61.40
Less: Finance Cost	318.13	160.04
Profit Before Tax	438.20	763.69
Less: Current Tax	125.00	219.47
Less: Deferred tax Liability	(5.73)	(1.80)
Less: Pervious year tax adjustment	-	-
Profit after Tax	318.93	546.02
Other comprehensive income	(5.13)	4.64
Total Comprehensive Income	313.80	550.66

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 ^13,765.92 Lakhs during the financial year 2022-23 compared to ^14,297.05 Lakhs in the corresponding previous financial year.

Your Company has recorded total income of ^ 13,849.62 Lakhs during the Financial Year 2022-23 as compared to ^14,394.63 Lakhs in the corresponding previous financial year.

During the year, your Company has generated earnings before interest, depreciation and tax (EBIDTA) of ^ 833.71 Lakhs as compared to ^985.13 Lakhs in the previous year. The net profit after tax for the financial year 2022-23 stood at ^318.93 Lakhs as compared to ^546.02 Lakhs during the previous financial year 2021-22 which states decrease of almost 41.60% in the profit of the Company.

Earnings per share stood at ^2.18 on face value of TI0/- each.

Profit of your Company has decreased due to decrease in Turnover of the Company as well as addition in Finance Cost of the Company. As compared to that there is reduction in Cost of material consumed and in Comission / Sales promotion expenses in other expense. 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 Company has not issued any equity shares with differential rights during the year.

The Authorised and Paid up share Capital of the Company as on March 31, 2023 was: Authorized Capital: -

The Authorized Capital of the Company is ^ 15,00,00,000/- divided into 1,50,00,000 Equity Shares of ^ 10/- each.

Issued, Subscribed & Paid-up Capital: -

The present Paid-up Capital of the Company is ^ 14,63,34,400/- divided into 1,46,33,440 Equity Shares of TI0/- 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 ^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.

Requisite 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

https://zodiacenergy.com/images/pdf/DISCLOSURES-AS-REQUIRED-UNDER-REGU l_ATION-14-OF-SEBI-ESOP.pdf

M/s. SCS and Co LLP, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of Zodiac Employee Stock Option Plan-2023 which would be placed before the members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the registered office.

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, the members of the Company vide Postal Ballot dated June 24, 2022 have approved Alteration of the Object Clause of the Memorandum of Association of the Company by inserting clause 63 in Clause III Part [B] in the MoA and approved Alteration in Articles of Association of the Company by altering Clause 98 (Chairman of the Board).

Change in the Registered Office:

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

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 2022-23 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, 2023, your Company''s Board had eight members comprising of three Executive Directors, one Non-Executive & Non- Independent Director and four 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.

During the year, Mr. Pranav Mehta, ceased to be Chairman Emeritus of the Company w.e.f. December 15, 2022 due to his sad demise.

In accordance with the provisions of Section 152 of the Act, read with rules made

thereunder and Articles of Association of the Company, Mrs. Parul Shah (DIN: 00378095) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself 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 Shah, Whole Time Executive Director, Mr. Bhargav Mehta Whole Time Executive Director, Mrs. Shefali Karar, Chief Financial Officer and Ms. Niyati Parikh, Company Secretary are Key Managerial Personnels of the Company as on March 31, 2023.

Subsequent to closure of the year under review, Mr. Bhargav Mehta (DIN: 03125599), Whole Time Director of the Company resigned with effect from April 01, 2023, due to some personal reasons. Also after closure of Financial year, Ms. Niyati Parikh resigned 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 is appointed as a Company Secretary and Compliance officer of the Company w.e.f July 16, 2023.

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, the 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 our 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 52 of this Annual Report.

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 9 (Nine) times during the year under review. 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 10, 2023, 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, the Company has also conducted familiarization of the Directors on different aspects.

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 at

https://zodiacenergy.com/images/pdf/Criteria-of-making-payments-to-Non-Executi ve-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 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, 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 2022-23 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 required to do CSR Expenditure for the financial year 2022-23 as Net profit of the Company exceeded the specified threshold in the preceding financial year 2021-22. However, Pursuant to Section 135 (9) of Companies Act, 2013, Where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. As the CSR Expenditure of the Company is not exceeding Rs. Fifty Lakhs, the Company has not constituted CSR Committee and the functions of CSR committees has been discharged by the Board of Directors of the Company. In compliance with the provisions of Section 135, the board of Directors of the Company has formulated CSR policy and the same has been placed on the website of the Company.

The board of Directors of the Company has sanctioned the CSR Expenditure for the year & authorized Mr. Kunjbihari Shah, Managing Director of the Company to do CSR Expenditure in the activities as specified under Schedule VII of the Companies Act, 2013 and also made him responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR activity and recommending the amount to be spent on CSR activities.

The Annual Report on CSR activities in prescribed format is annexed as an Annexure -B.

Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the 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 good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated 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 the Company (Code of Conduct), who have affirmed the compliance thereto.

The Code of Conduct, is available on the website of the Company at h ttps://zod ia cen e rgy.com/im ag es/pdf/Cod e%20of%20Co ndu ct%20for%20Boa rd %20 Members%20and%20Senior%20Management%20Personnel.pdf

Annual Return:

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 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-Report.php

Transactions with Related Parties:

All transactions with related parties are placed before the Audit Committee for its approval. 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 financial year 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 the Company''s Policy on Related Party Transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed to this Report, Form AOC-2 as Annexure - C.

The Company did not enter into any related party transactions during the year which could be prejudicial to the interests of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the year.

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link

https://zodiacenergy.com/images/pdf/Related-Party-Transaction.pdf

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 30th Annual General Meeting till the conclusion of 35th 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.

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-D of this report.

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

Sr No	Observation of Secretarial Auditor	Company Reply
1	Member of Promoter Group Mr. Jay Shah had entered into Contra Trade for a period less than 6 months.	The company has uploaded PIT Code on its website and also circulated to its Designated persons. Company will arrange sessions to update all the designated Persons with the provisions of the PIT Regulations.
2.	As per the amended provisions of regulation 23(9) of SEBI (LODR) Regulations, 2015, the company was required to file the Related party transactions with the Stock Exchanges for Half Year ended on March 31, 2022 within 15 days from the date of publication of its standalone financial results. However, the company filed Related party transactions for half year ended on March 31, 2022 on May 26, 2022, resulting in delay of 3 days.	Company Secretary tried uploading XBRL on Exchanges as she was facing problem in Revised utility post amendment in Regulation 23(9) of LODR. Issue was resolved with a delay of few days and therefore she couldn’t file Compliance under Regulation 23(9) within due date. The Management will now file all compliances much ahead of due date to avoid last days hustle on Portal.
3.	Delay by Company in entering majority 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.
		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 90 employees as on March 31, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & 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, are provided in Annexure-E 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 Integrated 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. Our policy assures discretion and guarantees non-retaliation to complainants. We follow 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:

The 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 the 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-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 provided as Annexure-F of this report.

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. 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 Company''s 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. 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.