Notice of 34th Annual General Meeting

Date: August 31, 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 Sub: Notice of 34th Annual General Meeting for FY 2025-26 Dear Sir / Madam, This is to inform that 34th Annual General Meeting (AGM) of Zodiac Energy Limited will be held on Wednesday, September 23, 2026 at 11:30 a.m. (IST) through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) in compliance with applicable provisions of Companies Act, 2013 read with Circulars issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of the applicable circulars, Notice of the AGM for the FY 25-26 is enclosed and being sent through e- mail to the Members whose e-mail IDs are registered with the Registrar & Share Transfer Agent of the Company/ Depository Participant(s) on Friday, August 21, 2026. Important details with regard to AGM are as under: Sr. No. Particulars Details 1. AGM Details Day: Wednesday Date: September 23, 2026 Time: 11:30AM Through Video Conference / Other Audio Visual Means 2. Cut-off date to determine list of members entitled Friday, August 21, 2026 to receive Notice of AGM and Integrated Report 3. Cut-off date to determine list of members entitled Wednesday, September 16, 2026 to receive final dividend 4. Dividend Payment Date On or around Tuesday, September 29, 2026 5. Cut-off date to determine list of members entitled Wednesday, September 16, 2026 for e-voting 6. Remote e-voting start time, day and date 9:00 a.m.(IST), Sunday September 20, 2026 7. Remote e-voting end time, day and date 5:00 p.m.(IST), Tuesday September 22, 2026 Further, as per requirement of Regulation 36(1)(b) of SEBI LODR Regulations, 2015, a separate letter containing the web-link, including the exact path where complete details of the Annual Report is available is also being sent to those Shareholder(s), who have not registered their email IDs. The link to view the Notice of AGM is as under: https://www.zodiacenergy.com/images/pdf/investor-information/AGM/2025- 26/Notice%20of%2034th%20AGM%202025-26.pdf Kindly take the same on your record and oblige us. Thanking You, Yours Faithfully, For Zodiac Energy Limited Divya Joshi Company Secretary & Compliance Officer Place: Ahmedabad Encl: A/a NOTICE NOTICE is hereby given that the 34th (Thirty Fourth) Annual General Meeting (AGM) of the members of Zo- diac Energy Limited (“the Company”) will be held on Wednesday, September 23, 2026 at 11:30 A.M. through two-way video conferencing (“VC”) / other audio-visual means (“OAVM”) to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company. The following businesses will be transacted at the AGM: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended on March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. 2. To receive, consider and adopt the audited consolidated financial statements of the Company for the finan- cial year ended on March 31, 2026, together with the report of Auditors thereon. 3. To declare final dividend of Rs. 0.75/- (Rupees Seventy-five paisa only) per Equity share of face value Rs.10/- each (i.e. 7.5 % of face value) for the financial year ended on March 31, 2026 To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordi- nary Resolution: “RESOLVED THAT a Final dividend of Rs. 0.75/- (Rupees Seventy-five paisa only) per equity share for 1,51,52,633 equity shares of the face value of Rs. 10/- (Rupee Ten only) each fully paid up, of the Company, be and is hereby declared as recommended by the Board of Directors of the Company for the Financial Year ended on March 31, 2026.” 4. To appoint a director in place of Mrs. Parul Kunjbihari Shah (DIN: 00378095), Whole Time Director, who retire by rotation and being eligible, offers herself for re-appointment. Explanation: In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, executive directors and non-executive directors are subject to retirement by rotation. Mrs. Parul Kunjbihari Shah (DIN: 00378095), Whole Time Director, who is currently serving as a Whole Time Director and is the longest-serving member on the Board, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered herself for re-appointment. Based on the outcome of the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordi- nary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) and / or re-enactment(s) thereof, for the time being in force) the approval of the members of the Company be and is hereby accorded for the re-appointment of Mrs. Parul Kunjbihari Shah (DIN: 00378095) Whole Time Director, who is liable to retires by rotation at this Annual General Meeting and being eligible, has offered herself for re-appointment.” SPECIAL BUSINESS: 5. To Consider and approve the alteration of Articles of Association for provision relating to removal of com- mon seal; To consider and if thought fit, to pass, the following resolution as Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act 2013 including any statutory modifications or re-enactments thereof for the time being in force), consent of the members of the Company be and is hereby accorded to alter the existing Articles of Association (AoA) of the Company by completely deleting the Common Seal clause(s) bearing Article No. 156 & 157 and removing any references to the mandatory usage of the Common Seal across all other Articles. RESOLVED FURTHER THAT the existing Article No. 156 & 157 titled “Common Seal” be marked as “DELETED” as follows: Common Seal: 156. The Board shall provide a common seal of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. The common seal shall be kept at the Registered Office of the Company and committed to the custody of the Directors. Affixture of Common Seal 157. The seal shall not be affixed to any instrument except by the authority of a resolution of the Board or Committee and unless the Board otherwise determines, every deed or other instrument to which the seal is required to be affixed shall, unless the same is executed by a duly constituted attorney for the Company, be signed by one Director and the Secretary in whose presence the seal shall have been affixed or such other person as may, from time to time, be authorised by the Board and provided nevertheless that any instrument bearing the seal of the Company issued for valuable consideration shall be binding on the Company not- withstanding any irregularity touching the authority to issue the same provided also the counter signature of the Chairman or the Vice Chairman, which shall be sealed in the presence of any one Director and signed by him on behalf of the Company. RESOLVED FURTHER THAT Mr. Kunjbihari Shah, Managing Director, Mrs. Parul Shah, Whole-Time Director or Ms. Divya Joshi, Company Secretary be and are hereby authorized individually to Prepare, sign, and file the forms with the ROC and forward certified copies of this resolution to relevant authorities as required and do all such acts, deeds, and things as may be necessary, desirable, or expedient to finalize and record the alteration of the Articles of Association. Regist [Showing first 8,000 characters — download PDF for full document]