The 45th Annual General Meeting of the Company is schedule to be held on 28th September , 2026 at 2.00 p.m. through Video Conference and other Audio Visual Means only.

Date: September 03, 2026 BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street Mumbai-400001 Scrip Code: 503641; Scrip ID: ZODIACVEN Sub: 45th Annual General Meeting, E-Voting, cutoff date and Attendance at the AGM through VC/OAVM facility Dear Sir, 1. Annual General Meeting We wish to inform you that 45th Annual General Meeting (‘AGM’) of the Members of Zodiac Ventures Limited (‘the Company’) will be held on Monday, 28th September 2026 at 2:00 p.m. (IST) through Video Conferencing (‘VC’) or Other Audio Visual Means (‘OAVM’) facility, in compliance with provisions of the Companies Act, 2013 (‘the Act’) and rules thereof read with relevant Circulars issued by the Ministry of Corporate Affairs (‘MCA Circulars’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with the relevant Circulars issued by the SEBI (‘SEBI Circulars’). In compliance with the MCA Circulars and the SEBI Circulars; the Notice of AGM and the Annual Report for the financial year 2025–2026 will be sent only by email to all those Members, whose email addresses are registered with the Company / the Registrar and Share Transfer Agent or the Depository Participants. Further, a letter providing the web- link to access the AGM Notice and Annual Report is being sent to those Members who have not registered their email address. The Notice of AGM and the Annual Report for the financial year 2025–2026 will be uploaded at the website of the Company viz. www.zodiacventures.in and that of BSE Limited viz. www.bseindia.com. 2. Voting by electronic means Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI LODR Regulations and as amended; the Company is pleased to provide to the Members e-voting facility through National Securities Depository Limited (NSDL) to exercise the right to vote on business items to be considered at the AGM and the business may be transacted through e-voting facility. The Cut-off date has been fixed as Monday, 21st September 2026 for determining eligibility of Members to vote by remote e-voting or by e-voting at the AGM. The remote e-voting period commences on Friday, 25th September 2026 at 9:00 a.m. (IST) and ends on Sunday, 27th September 2026 at 5:00 p.m. (IST). Detailed instructions for e-voting facility are provided in the Notice of AGM. 3. Attending the AGM through VC / OAVM facility The AGM will be held without physical presence of the Members at a common venue pursuant to provisions of the MCA Circulars and the SEBI Circulars. Video Conferencing (‘VC’) or Other Audio Visual Means (‘OAVM’) facility for attending the AGM will be provided through National Securities Depository Limited (NSDL). Detailed instructions for attending the AGM through VC/OAVM facility are provided in the Notice of AGM. A Member attending the AGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum pursuant to provisions of Section 103 of the Companies Act, 2013. Kindly take the above on record. Thanking you. For ZODIAC VENTURES LIMITED RAMESH VIRJI SHAH Whole-time director DIN: 01580767 Place: Mumbai 45th Annual Report 2025-26 202232323 NOTICE Notice is hereby given that the 45th Annual General Meeting (‘AGM’) of the Members of ZODIAC VENTURES LIMITED will be held on Monday, 28th September 2026 at 2:00 P.M. through Video Conferencing or Other Audio Visual Means to transact the business mentioned below. Venue of the Meeting shall be deemed to be the Registered Office of the Company situated at 205-C, 45 Juhu Residency, Off Gulmohar Road, Juhu, Vile Parle (West), Mumbai – 400049. ORDINARY BUSINESS: 1. Adoption of Audited Financial Statements To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March 2026 together with the Reports of the Board of Directors and Auditors thereon by passing the following resolution as an Ordinary Resolution: “RESOLVED THAT the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March 2026 and the Reports of the Board and the Auditors thereon as circulated to the Members along with the Notice of the AGM be and hereby considered and adopted.” 2. Appointment of Director on retirement by rotation To appoint Mr. Ramesh Shah (DIN: 01580767), who retires by rotation and being eligible, offers himself for reappointment, as Director by passing the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of members of the Company be and is hereby accorded to reappoint Mr. Ramesh Shah (DIN: 01580767) as a Director who is liable to retire by rotation.” SPECIAL BUSINESS: 3. To sell or transfer or otherwise dispose of the Company’s 100% stake in Mumbai Mega Development Private Limited, Associate Company “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and the approval of the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof) at its meeting held on 27th January 2026, and subject to the necessary approvals, consents, permissions and/or sanctions from the appropriate authorities, the consent of the Members of the Company be and is hereby accorded to the Board to sell or transfer or otherwise dispose-off its 100% investments/shareholding of 2500 Equity Shares of face value INR 10/- amounting to Rs. 25,000/- in Mumbai Mega Development Private Limited (“MMDPL”), which is an Associate Company of the Company, to Mr. Ajay Bansal, for a consideration as may be determined by independent Registered Valuer appointed by MMDPL or such higher value, to be discharged in form of cash and/or kind, on such terms and conditions and with such modifications as the Board may deem fit and appropriate in the interest of the Company.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do and perform all such acts, deeds, matters and things as it may, in their absolute discretion, deem fit, necessary, proper or desirable, including finalizing, varying and settling the terms and conditions of such sale and to finalize, execute, deliver and perform the 45th Annual Report 2025-26 202232323 agreement, contracts, deeds, undertakings, and other documents in respect thereof to give effect to this resolution and to seek the requisite approvals, consents and permissions from appropriate authority as may be applicable.” “RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary of the company be and are hereby authorised severally to sign and submit the necessary e-forms with the Registrar of Companies, Mumbai to give effect to this resolution.” 4. Approval to the Board to grant loans, give guarantees in connection with loans and acquire securities of other companies under Section 186 of the Companies Act, 2013 To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: ‘‘RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (‘‘Act’’) and any other applicable provisions of the Act and rules made thereunder (including any statutory modifica [Showing first 8,000 characters — download PDF for full document]