To the Members of Zodiac Ventures Limited

Your Directors are pleased to present the 45th Annual Report on the business and operations of your Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS

a) STANDALONE

(Rs. in lakhs)

b) CONSOLIDATED

(Rs. in lakhs)

2. PERFORMANCE OVERVIEW ( Rs.in Lakhs)

During the year under review, the Net Profit after Tax on standalone basis during the year under review was Rs. 142.48 as against Net Profit after Tax of Rs. 96.12 during the previous financial year.

During the year under review, the Net Profit after Tax on consolidated basis during the year under review was Rs. 154.42 as against Net Profit after Tax of Rs. 101.28 during the previous financial year.

3. DIVIDEND

In view of loss for the year and to conserve the funds required for business growth plans, no dividend is recommended for the financial year ended March 31, 2026.

4. SHARE CAPITAL

The Authorised Equity Share Capital of the Company as on 31st 31 st March 2026 is Rs. 20,00,000,000 (Rupees Twenty Crores). The Paid- up Equity Share Capital of the Company as on 31st 31 st March 2026 is Rs. 8,26,98,000 (Rupees Eight Crore Twenty- Six Lakh Ninety Eight Thousand), having 8,26,98,000 Equity Shares of Re. 1/- each.

During the year under review, the Company issued and allotted 4,51,08,000 fully paid- up Equity Shares of face value of Re. 1/- each at an issue price of Rs. 6.30/- per Equity Share, including a premium of Rs. 5.30/- per Equity Share, pursuant to a Rights Issue.

During the year under review, the Company has issued any shares with differential voting rights, nor has it granted any stock options or sweat equity.

5. Management discussion and analysis.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report.

6. Internal Audit & Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of the Section 138 of the Companies Act, 2013. The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization's governance processes.

7. Employees' stock option plan:

The Company has not provided stock options to any employee.

8. Listing with stock exchange:

The shares of the Company are listed on BSE only.

9. Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

10. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

11. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

12. ASSOCIATE COMPANIES

The Company has the following Associate companies:

Zodiac Developers Private Limited The Company holds 42.81% of the Equity Share Capital of Zodiac Developers Private Limited, an erstwhile subsidiary of the Company, which is engaged in business of construction or redevelopment of slum areas, cessed buildings by housing societies or old buildings belonging to Municipal Corporation of Greater Mumbai.

Mumbai Mega Foodpark Private Limited Mumbai Mega Foodpark Private Limited, which was incorporated on 16th February 2022, is engaged in the business of setting up Agro Processing Clusters, also known as Food Parks. Currently, the Company directly holds 25% of its Equity Share Capital, and directly and indirectly holds 42.12% of its Equity Share Capital.

Zodiac Capital Private Limited The Company holds 24.99%, of the Equity Share Capital of Zodiac Capital Private Limited, which is engaged in business of construction and redevelopment.

In accordance with Section 129(3) of the Companies Act, 2013, and Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements of the Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the Financial Statements of the Associate Companies in the prescribed Form AOC-1 has been annexed as "ANNEXURE 1" which shall form a part of this Board Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and its Associate are available on the website of the Company.

13. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "ANNEXURE 3" which shall form a part of this Board Report.

14. ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https://zodiacventures.in/investor-relations/ .

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relates and the date of this report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

I) CONSERVATION OF ENERGY The Company is not carrying any manufacturing operations. Therefore, there is no material information to be given under Conservation of Energy and Technology Absorption. The operations of the Company are not power intensive. The Company is however taking every possible step to conserve the energy whenever possible. It has not imported any technology.

II) TECHNOLOGY ABSORPTION The Company has not incurred any expenditure in Research and Development on Technology Absorption.

III) FOREIGN EXCHANGE EARNINGS AND OUTGO: There is no Foreign Exchange Earnings and Outgo during the Financial Year under review.

17. Transfer of unclaimed dividend / unpaid shares/ share application money due for refund to investor education and protection fund (iepl):

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (Rules), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specified orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government. Usually, the Company transfers unclaimed dividend eligible to IEPF authority within statutory timelines. However, during the year under review, the company is in process to transfer the amount to IEPF authority for earlier years, if any.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e- form IEPF- 5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e- form can be downloaded from the website of Ministry of Corporate Affairs at www.iepf.gov.in .

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Ramesh Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2025- 26. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

Mr. Ramesh Shah, Chairman and Whole- Time Director; Mr. Jimit Ramesh Shah, Managing Director, and Mrs. Sunita Jimit Shah, Director are related inter se.

None of the Directors or Key Managerial Personnel (KMP) of the Company other than them are related inter se.

The information as required to be disclosed under Regulation 36 of the SEBI (LODR) Regulations, 2015 in case of reappointment is forming part of the Notice.

As per the information available by the Company, none of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and Code of Conduct for Directors and senior management.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The separate meeting of Independent Directors was held on 4th 4 th February 2026 for the Financial Year 2025- 26.

21. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:

i. in the preparation of the annual accounts for the Financial Year ended 31st 31 st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st 31 st March 2026 and of the profit and loss of the Company for the year ended on that date; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. Internal financial controls have been laid down and that such internal financial controls are adequate and were operating effectively; vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an Annual Evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as participation, adequate preparation, contribution to strategy and other areas, quality of decision making, high quality of debate with robust and probing discussions etc. The Nomination and Remuneration Committee evaluated the performance of the Directors. Independent Directors at a separate meeting held by them have evaluated the performance of the non- Independent Directors and evaluated the performance of the Chairman taking into consideration the views of Managing Director. The Board of Directors has also evaluated the performance of each of the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

22. BOARD MEETINGS

There were 11 meetings of the Board held during the year. The attendance details have been provided later in this report. Board Meetings were held on 30th 30 th May 2025, 7th 7 th July 2025, 14th 14 th May 2025, 25th 25 th May 2025, 14th 14 th August 2025, 3rd 3 rd September 2025, 22nd 22 nd September 2025, 14th 14 th November 2025, 27th 27 th January 2026, 4th 4 th February 2026, and 25th 25 th March 2026.

23. POLICIES ON DIRECTORS' REMUNERATION AND APPOINTMENT

The Company's policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub- section (3) of Section 178 of the Companies Act, 2013 annexed hereto as "ANNEXURE 4" and forms a part of this report.

24. COMPOSITION OF BOARD AND COMMITTEES

A) BOARD OF DIRECTORS AS ON 31ST MARCH 2026

Attendance of Directors at Board Meetings was as follows:

B) AUDIT COMMITTEE

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 that inter- alia, include overseeing financial reporting processes, reviewing periodic financial results, Auditor's independence and performance, Audit process, Financial Statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the Auditors and discussions with internal auditor or any significant findings, approval of transactions with related parties, scrutiny of inter- corporate loans and investments, valuation of undertaking or assets evaluation of internal financial controls and risk management systems and review the functioning of the Whistle Blower Mechanism.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON As on 31st 31 st March 2026, the Audit Committee comprised of three Directors, of whom two were Independent, Non- Executive Directors and one an Executive Director, all of them possessing knowledge of corporate finance, accounts and company law. The Chairman of the Committee is an Independent Director. The Company Secretary acts as the Secretary to the Committee. The composition of the Audit Committee as on 31st 31 st March 2026 was as follows:

Note: The Audit Committee was reconstituted as above with effect from 1st 1 st April 2024.

MEETINGS AND ATTENDANCE DURING THE YEAR During the Year ended 31st 31 st March 2026, six Meetings of the Audit Committee were held on the following dates: 30th 30 th May 2025, 14th 14 th August 2025, 14th 14 th November 2025, 27th 27 th January 2026, 4th 4 th February 2026, and 25th 25 th March 2026.

The Attendance of the Chairman and the members of Audit Committee at the meetings held during the year under review was as under:

C) NOMINATION AND REMUNERATION COMMITTEE

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE To periodically approve the remuneration package of Whole- Time Directors and ensure appropriate disclosure of the same, determining qualifications, positive attributes and independence of a Director, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity and recommend appointment of Directors and appointment and removal in senior management.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON As on 31st 31 st March 2026, the Nomination and Remuneration Committee comprised three Non- Executive Directors and one Executive Director, and the Company Secretary acts as Ex- Officio Secretary of the Committee. The names of the Members & Chairperson of the remuneration committee as on 31st 31 st March 2026 are as under:

Note: The Nomination and Remuneration Committee was reconstituted as above with effect from 1st 1 st April 2024.

iii) MEETINGS AND ATTENDANCE DURING THE YEAR The Nomination and Remuneration Committee met on 4th 4 th February 2026. Attendance of members at Committee Meeting during the year under review was as follows.

iv) REMUNERATION POLICY No Director has been paid any remuneration, or sitting fees; the Executive Director and the remaining directors do not receive any remuneration or sitting fees for attending any of the Board or Committee Meetings.

DETAILS OF REMUNERATION The details of Remuneration package, sitting fees paid etc., to directors during the year ended 31st 31 st March 2026 for information of members, are furnished here below:

PAID TO NON-EXECUTIVE DIRECTORS:

( b) PAID TO EXECUTIVE DIRECTORS

D) STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 the company has constituted Stakeholders Relationship Committee.

The Stakeholders Relationship Committee deals with approval of share transfer/transmission, issue of duplicate share certificates, split and consideration requests, rematerialization of shares and other matters relating to transfer and registration of shares.

During the year 2025- 26, there were nil complaints regarding share transfers received from shareholders. As of 31st 31 st March 2026, there are nil complaints regarding share transfers from shareholders pending.

COMPOSITION The composition of the Stakeholders Relationship Committee as on 31st March 2026 is as under:

Note: The Stakeholders Relationship Committee was reconstituted as above with effect from 1st 1 st April 2024.

MEETINGS AND ATTENDANCE DURING THE YEAR During the year under review, the Stakeholders Relationship Committee met on 4th 4 th February 2026. Attendance of members at Committee Meeting during the year under review was as follows.

25. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITORS AND THEIR REPORT M/s Pravin Chandak & Associates, Chartered Accountants, Mumbai (Firm Registration No. 116627W) were reappointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 43rd Annual General Meeting upto the conclusion of the 58th Annual General Meeting of the Company to be held in the year 2029.

M/s Pravin Chandak & Associates have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Reports given by the Statutory Auditors for the Standalone and Consolidated Financial Statements for the year ended 31st March 2026 read with explanatory notes does not consist of any qualified opinion.

SECRETARIAL AUDITORS AND THEIR REPORT 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 Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from April 01 2025, M/s R. N. Shah and Associates, Practicing Company Secretary, were appointed by the Members of the Company at the Annual General Meeting held on September 30, 2025 as the Secretarial Auditor of the Company for a period of five consecutive financial years, commencing from FY 2025- 26 and ending on FY 2029- 30. Accordingly, M/s R. N. Shah and Associates conducted the Secretarial Audit of the Company for the financial year 2025- 26. The Secretarial Audit Report for FY 2025- 26 is annexed as Annexure- 2 and forms part of this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

INTERNAL AUDITOR Your Company has appointed M/s. M.N. Solanki & Associates, Chartered Accountant as the Internal Auditor for the financial year ended March 31, 2026. They have conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of Directors meeting for their noting and appropriate actions.

26. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process risk identification and risk minimization as a part of a Risk Management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities, etc. Business Risk, inter- alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plan, if necessary. The Risk Management Policy is included in this Report as "ANNEXURE 6".

27. RELATED PARTY TRANSACTIONS

During the year, the Company has entered into contracts/arrangements/transactions with Related Parties at arm's length price under the section 188 of Companies Act 2013. Further, a Statement containing the salient features of the Related Party Transactions in the prescribed Form AOC- 2 is annexed as "ANNEXURE 2" and which shall form a part of this Board's Report. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Notes forming parts point no 10 of the Standalone Financial Statements.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statement. (Please refer to Note to the standalone financial statement).

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with size and nature of its business to safeguard all assets and to ensure their efficient productivity. The Company has continued to keep focus on processes and controls. The Company has a suitable internal control system for the business processes, operations, financial reporting, compliance with applicable laws and regulations. Wherever deemed necessary, internal control systems are also reassessed and corrective action is taken, if required.

The statutory auditors of the Company have audited the Financial Statements included in this annual report and has issued a report on our Internal Financial Controls over Financial Reporting as defined in Section 143 of the Act.

30. VIGIL MECHANISM

As per the provision of Section 177 (9) of the Companies Act, 2013, with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns.

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal.

The Directors and Employees may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

31. SEXUAL HARASSMENT POLICY

The Company has in place an Anti- Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is summary of Sexual Harassment complaints received and disposed off during the year:

a.) Number of Complaints received: NIL b.) Number of Complaints disposed of: NIL

32. CORPORATE GOVERNANCE

In terms of Regulation 15(2)(a) of SEBI (LODR), Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub- regulation (2) of Regulation 46 and paras C, D and E of Schedule V are not applicable to the Company, as the paid- up share capital of the Company is less than Rs. 10 crores and its Net Worth does not exceed Rs. 25 crores as on 31st March, 2025. Accordingly, the Corporate Governance provisions were not applicable to the Company for the financial year 2025- 26.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders have been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts, during the year under review.

34. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company.

35. TRANSFER TO RESERVES

During the year under review, an amount of Rs. 142.48 Lakhs was transferred to the reserves.

36. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The company hereby affirms that during the year under review company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

37. ACKNOWLEDGEMENT

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.