ESOP/ESOS/ESPS

Date: July 06, 2026 BSE Limited National Stock Exchange of India Limited P J Towers, “Exchange Plaza”, Bandra – Kurla Complex, Dalal Street, Bandra East, Mumbai – 400 001 Mumbai – 400051 Scrip Code: 543416 Symbol: ZODIAC Dear Sir/Madam, Sub: Outcome of Board meeting held today i.e., on July 06, 2026, in terms of second proviso to Regulation 30(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of the company in their meeting held on today i.e., Monday, July 06, 2026 at the registered office of the Company situated at "Zodiac House" 12, Times Corporate Park, Near Baghban Party Plot, Thaltej- Shilaj road, Thaltej, Ahmedabad – 380059 which was commenced at 03:15 P.M. and concluded at 04:30 P.M. has inter‐alia Approved and considered: 1. Approval for Allotment of Equity Shares pursuant to Exercise of Employee Stock Options: The Board has approved the allotment of 28,943 Equity Shares of face value of ₹10/- each, fully paid-up, to the eligible option holders pursuant to the exercise of vested stock options under the "Zodiac Energy Limited Employee Stock Option Plan – 2023" ("ESOP 2023"). Consequent to the aforesaid allotment, the paid-up equity share capital of the Company has increased from ₹15,12,36,900 comprising 1,51,23,690 equity shares of ₹10/- each, fully paid-up, to ₹15,15,26,330 comprising 1,51,52,633 equity shares of ₹10/- each, fully paid- Further Details with respect to Regulation 10(c) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ESOP Regulation 2021”), the details of shares allotted are annexed herewith as Annexure I. 2. Approval for Incorporation of Few Wholly Owned Subsidiaries in India: The Board has approved the incorporation of one or more Wholly Owned Subsidiaries ("WOS") in India to support the Company's business expansion strategy and to undertake the business of solar power generation, engineering, procurement and construction (EPC) projects. 3. Approval for Incorporation of a Wholly Owned Subsidiary outside India (Zambia): The Board has also approved the incorporation of one Wholly Owned Subsidiary ("WOS") in Zambia (Africa) to explore international business opportunities, execute turnkey solar engineering, procurement and commissioning projects, and undertake local operations in the African region, in line with the Company's business expansion strategy. The proposed incorporation of the aforesaid Wholly Owned Subsidiary(ies) is in line with the Company's business expansion strategy and is expected to strengthen its domestic and international presence, enhance operational capabilities, expand business opportunities and contribute to the Company's long-term growth and value creation. The Company shall make the requisite disclosures in respect of the proposed incorporation of the aforesaid Wholly Owned Subsidiary(ies) upon completion of the incorporation process, in accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable SEBI Circular(s). Further Details with respect to said Acquisition as required under regulation 30 of listing regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed as Annexure- II & Annexure-III. 4. Considered and approved all other business as per agenda circulated. You are kindly requested to take the same on record. Thanking you. Yours Faithfully, For, Zodiac Energy Limited Divya Joshi Company Secretary & Compliance Officer Place: Ahmedabad ANNEXURE - I Disclosure pursuant to Regulation 10(c) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Sr. No. Particulars Details 1 Company name and address of Registered Office Name: Zodiac Energy Limited Address: Zodiac House, 12 Times Corporate House, Nr. Baghban Party Plot, Opp. Copper stone Building, Thaltej-Shilaj Road, Thaltej, Ahmedabad 380059. 2 Name of the recognised Stock Exchanges on which theB SE Limited and National Stock Exchange of India Limited company's shares are listed 3 Filing date of the statement referred in regulation 10(b) of National Stock Exchange of India Limited and BSE Limited on the Securities and Exchange Board of India (Share Based March 09, 2023 Employee Benefits and Sweat Equity) Regulations, 2021 with the recognized Stock Exchange 4 Filing Number, if any National Stock Exchange of India Limited Application No. 34825 dated March 16, 2023 BSE Limited Application No. 171023 dated March 09, 2023 5 Title of the Scheme pursuant to which shares are issued, if Zodiac Energy Limited Employee Stock Option Plan – 2023 6 Kind of security to be listed Equity Shares 7 Par value of the shares Rs. 10/- 8 Date of issue of shares July 06, 2026 9 Number of shares Issued 28,943 10 Share Certificate No., if applicable Not Applicable 11 Distinctive number of the share, if applicable 15123691-15152633 12 ISIN Number of the shares if issued in Demat INE761Y01019 13 Exercise price per share Rs. 10/- 14 Premium per share Not Applicable 15 Total issued shares after this issue 1,51,52,633 (One Crore Fifty-One Lakh Fifty-Two Thousand Six Hundred Thirty-Three) Equity Shares 16 Total issued share capital after this issue Rs. 15,15,26,330 (Rupees Fifteen Crore Fifteen Lakh Twenty-Six Thousand Three Hundred Thirty) 17 Details of any lock-in on the shares Not Applicable 18 Date of expiry of lock-in Not Applicable 19 Whether shares are identical in all respects to existing All the allotted equity shares pursuant to exercise of stock options shares? If not, when will they become identical? are identical to the existing equity shares of the Company. 20 Details of listing fees, if payable Not Applicable Annexure- II Further Details with respect to Incorporation of Wholly Owned Subsidiaries in India as required under regulation 30 of listing regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are given as under: Sr. No. Particulars Details 1. Name of the entity, date & country of incorporation, One Wholly Owned Subsidiary proposed to be incorporated in India shall etc.; be incorporated under the name "ZODIAC ENERGY IPP-1 PRIVATE LIMITED". Date of Incorporation: To be Incorporated The names of the remaining proposed Wholly Owned Subsidiaries are under approval with the jurisdictional Registrar of Companies. Accordingly, their names and dates of incorporation are presently not available. Country of Incorporation: India 2. Name of holding company of the incorporated The Companies proposed to be incorporated will be a Wholly Owned company and relation with the listed entity; Subsidiaries (“WOS”) of Zodiac Energy Limited. 3. Industry to which the entity being incorporated Solar Power Plants & Energy belongs; 4. Brief background about the entity incorporated in The proposed Wholly Owned Subsidiary(ies) will be engaged in the terms of products / line of business; business of solar power generation, engineering, procurement and construction (EPC) projects. The incorporation of the proposed subsidiary(ies) is expected to support the Company's business expansion strategy and strengthen its operational capabilities. 5. Brief details of any governmental or regulatory NA approvals required for the incorporation; 6. Nature of consideration - whether cash consideration Cash Consideration or share swap and details of the same; 7. Cost of subscription / price at which the shares are 100% subscription to the initial share capital. subscribed; 8. Percentage of shareholding / control by the listed 100% shareholding and control will be held by “Zodiac Energy entity and / or number of shares allotted Limited.” Annexure- III Further Details with respect to Incorporation of Wholly Owned Subsidiary in Zambia as required under regulation 30 of listing regulations [Showing first 8,000 characters — download PDF for full document]