Annual Report for the FY 2025-26

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: Annual Report and 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 along with the Annual Report 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 and Annual Report is as under: https://www.zodiacenergy.com/images/pdf/financials/annual_report/Annual%20Report%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 ANNUAL REPORT 2025-2026 INSIDE THIS REPORT MD’s Message to Shareholders 4 Awards & Recognitions 7 Our Financial Growth Journey 8 Corporate Information 9 Director’s Report 11 Annexure to the Board of Director’s Report Annexure- A -Policies 25 Annexure- B Corporate Social Responsibility Activities 26 Annexure- C Secretarial Audit Report 28 Annexure- D Particulars of Employees 35 Annexure- E Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo 37 Management Discussion and Analysis Report 38 Report On Corporate Governance 60 Standalone Financial Statements 97 Consolidated Financial Statements 159 Notice of 34th Annual General Meeting 217 CHAIRMAN'S MESSAGE TO SHAREHOLDERS Dear Shareholders, It gives me great pleasure to present the 34th Annual Report of Zodiac Energy Limited for the financial year 2025–26. The year under review has been an important year in the evolution of your Company. While Zodiac has built its foundation and reputation through solar EPC, we are now entering a new phase of growth. Zodiac Energy is transforming from a solar EPC company into an integrated energy company with capabilities spanning proj- ect development, EPC, energy storage and ownership of renewable energy assets. This transformation is being driven by our belief that the next phase of India’s energy transition will require not only the generation of renewable power, but also the ability to integrate, store, manage and deliver energy reli- ably at scale. India’s energy landscape is undergoing a structural transformation. The country’s commitment to expanding non-fossil fuel capacity, increasing electrification, growing energy demand and the need for greater grid flexi- bility are creating significant opportunities across renewable generation, energy storage and integrated energy infrastructure. We believe this presents a compelling long-term opportunity for companies that possess execution capabilities, technical expertise and the ability to develop and own assets. A Stronger and More Diversified Zodiac: I am pleased to report that Zodiac continued to deliver healthy financial performance during FY 2025–26. Rev- enue increased to ₹543.52 crore, registering a growth of 33.30% over the previous year. EBITDA increased by 49% to ₹57.98 crore, while Profit After Tax stood at ₹21.07 crore. Earnings Per Share increased to ₹13.94. While these financial results are encouraging, we believe that the more important development during the year has been the strengthening of the Company’s future growth platforms. A key milestone in this journey has been our continued expansion into the Independent Power Producer (IPP) business. The Company now has approximately 320 MW of operational IPP capacity, with a further 60 MW in the pipeline. The company’s target is to build an IPP portfolio of approximately 400 MW by end of FY 2028–29. The IPP model is strategically important to Zodiac as it creates a portfolio of long-term operating assets and recur- ring revenues, complementing our EPC business. Over time, we expect this portfolio to provide greater earnings visibility, strengthen the Company’s asset base and create a more balanced business model. Entering the Energy Storage Era Another significant step in our transformation has been the acquisition of controlling stack in Zenwatt Clean En- ergy Private Limited in coming days through which Zodiac Energy is building capabilities in the rapidly emerging Battery Energy Storage System (BESS) market. We see energy storage as a critical component of India’s renewable energy future. As the share of solar and wind power increases, storage will become increasingly important for managing intermittency, balancing demand and supply, improving grid reliability and enabling renewable energy to be available when it is needed. Our target is to develop manufacturing of BESS products ranging from residential and commercial applications to utility-scale energy storage projects. This business will complement our renewable generation and EPC capa- bilities and position Zodiac to participate in the broader energy infrastructure opportunity rather than remaining confined to the traditional solar EPC value chain. Building Scale in Government Renewable Energy Projects During the year, we also achieved an important execution milestone with the commissioning of our 38 MWp (DC) / 30 MW (AC) solar projects for the Ahmedabad Municipal Corporation. The successful execution of this project has strengthened our confidence and capabilities in delivering large-scale government renewable energy projects. Going forward, Zodiac intends to focus significantly on opportunities of a similar nature, particularly projects where renewable generation, transmission, storage and other energy in- frastructure can be integrated into a larger project framework. We believe that our experience in project execution, combined with our expanding capabilities in IPP and BESS, gives us an opportunity to participate in such projects with a broader value proposition. From Solar Projects to Integrated Energy Infrastructure Another area that we are actively developing is integrated Wind-Solar Hybrid parks. Our vision is to move beyond developing individual solar projects and participate in the development of inte- grated energy ecosystems where land, wind & solar generation, transmission infrastructure, energy storage and associated facilities can be planned and developed together. Such integrated projects can create greater efficiencies in project development and execution while providi [Showing first 8,000 characters — download PDF for full document]