Annual Report for Financial Year 2025 - 2026

Date: September 03, 2026 BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street Mumbai-400001 Scrip Code: 503641; Scrip ID: ZODIACVEN Sub: Annual Report for the Financial Year 2025-2026 and Notice convening the 45th AGM of the Company Dear Sir/Madam, As required under Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Annual Report of the Company for the Financial Year 2025-2026 along with the Notice convening the 45th Annual General Meeting ("AGM") scheduled to be held on Monday, 28th September 2026 at 2:00 P.M. through Video Conferencing or Other Audio Visual Means. The Annual Report along with the Notice of the AGM for the Financial Year 2025-2026 is also available on the website of the Company at www.zodiacventures.in. Request you to kindly take the above information on your record. Thanking You, Yours Truly, For ZODIAC VENTURES LIMITED RAMESH VIRJI SHAH Whole-time director DIN: 01580767 Place: Mumbai 45th Annual Report 2025-26 ZODIAC VENTURES LIMITED 45TH ANNUAL REPORT - 2025-26 45th Annual Report 2025-26 (This page is intentionally left blank) 45th Annual Report 2025-26 202232323 ZODIAC VENTURES LIMITED 45TH ANNUAL REPORT – 2025-26 Board of Directors Mr. Ramesh Shah - Chairman and Whole-Time Director Mr. Jimit Shah - Managing Director Ms. Sunita Shah - Non-Executive Director Mr. Sahil Visaria - Independent Director Ms. Himanshi Shah - Independent Director Mr. Vipul Khona - Chief Financial Officer Mr. Gaurav Waghela - Company Secretary (appointed we.f. 14.08.2026) Mr. Rustom Deboo - Company Secretary (resigned w.e.f. 22.05.2026) Bankers Statutory Auditors Punjab National Bank Pravin Chandak & Associates The Cosmos Co-op. Bank Ltd. Chartered Accountants, Mumbai Registered Office Registrar & Share Transfer Agents 205-C, 45 Juhu Residency, MUFG Intime India Pvt. Ltd. Off Gulmohar Road, Juhu, Vile (formerly Link Intime India Pvt. Ltd.) Parle (West), Mumbai – 400 049 C101, 247 Park, Lal Bahadur Shastri Email:info@zodiacventures.in Marg, Website: www.zodiacventures.in Vikhroli (West), Mumbai – 400083 Phone: +91 9082927994 Email: mumbai@in.mpms.mufg.com CIN:L45209MH1981PLC023923 Website: in.mpms.mufg.com Phone: +91 22 49186000 45th Annual Report 2025-26 202232323 INDEX Contents Page No. Notice, Notes, and Explanatory Statement 3-18 Directors’ Report, along with annexures thereto, and 19-45 Management Discussion and Analysis Report Auditors’ Report on Standalone Financial Statements 46-55 Standalone Balance Sheet as at 31st March 2026 56 Standalone Profit and Loss Account for the year ended 31st March 2026 57 Standalone Cash Flow Statement for the year ended 31st March 2026 58 Standalone Statement of Changes in Equity for the year ended 31st March 2026 59 Notes and Schedules to Standalone Financial Statements 60-82 Auditors’ Report on Consolidated Financial Statements 83-89 Consolidated Balance Sheet as at 31st March 2026 90 Consolidated Profit and Loss Account for the year ended 31st March 2026 91 Consolidated Cash Flow Statement for the year ended 31st March 2026 92 Consolidated Statement of Changes in Equity for the year ended 31st March 2026 93 Notes and Schedules to Consolidated Financial Statements 94-114 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 ma [Showing first 8,000 characters — download PDF for full document]