Zodiac Ventures Ltd

Your Directors are pleased to present the 43^rd Annual Report together with the Audited Financial Statements for the year ended 31^st March 2024.

(Rs. in lakhs)

(Rs. in lakhs)

2. PERFORMANCE OVERVIEW

During the year under review, the Net Profit after Tax on standalone basis during the year under review was Rs. 38,77,978 as against Net Profit after Tax of Rs. 97,11,270 during the previous financial year.

During the year under review, the Net Profit after Tax on consolidated basis during the year under review was Rs. 51,77,946.13 as against Net Profit after Tax of Rs. 3,51,78,157.05 during the previous financial year.

3. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

4. ASSOCIATE COMPANIES

The Company has the following Associate companies:

Zodiac Developers Private Limited

The Company holds 42.81% of the Equity Share Capital of Zodiac Developers Private Limited, an erstwhile subsidiary of the Company, which is engaged in business of construction or redevelopment of slum areas, cessed buildings by housing societies or old buildings belonging to Municipal Corporation of Greater Mumbai.

Mumbai Mega Foodpark Private Limited

Mumbai Mega Foodpark Private Limited, which was incorporated on 16th February 2022, is engaged in the business of setting up Agro Processing Clusters, also known as Food Parks. Currently, the Company directly holds 25% of its Equity Share Capital, and directly and indirectly holds 42.12% of its Equity Share Capital.

In accordance with Section 129(3) of the Companies Act, 2013, and Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements of the Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the Financial Statements of the Associate Companies in the prescribed Form AOC-1 has been annexed as ‘‘ANNEXURE 1'' which shall form a part of this Board Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and its Associate are availableon the website of the Company.

5. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘‘ANNEXURE 3'' which shall form a part of this Board Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable as the Company has not employed any employee whose remuneration falls within the purview of Rule 5(2) of the said Rules.

6. ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https://zodiacventures.in/investor-relations/.

7. DIVIDEND

The Board is pleased to recommend a dividend of 25%, i.e. Re. 0.25/- per Equity Share of the face value of Re. 1/- each, for the Financial Year ended 31^st March 2024 subject to necessary approval by the shareholders at the ensuing Annual General Meeting of the Company to be held on Monday, 30^th September 2024. The total dividend recommended for the financial year 2023-24 is

Rs. 93,97,500. Payment of dividend will be made to the members whose names appear in the register as on Monday, 23^rd September 2024. This dividend will be subject to income tax in the hands of the shareholders and also subject to deduction of Tax at Source as per the provisions of the Income Tax Act, 1961. Members are advised to refer to the detailed note stated in the Notes to the Notice convening the 43^rd Annual General Meeting.

8. SHARE CAPITAL

The Authorised Equity Share Capital of the Company as on 31^st March 2024 is Rs. 20,00,00,000 (Rupees Twenty Crores). The Paid-up Equity Share Capital of the Company as on 31^st March 2024 is Rs. 3,75,90,000 (Rupees Three Crore Seventy-five Lakh Ninety Thousand), having 3,75,90,000 Equity Shares of Re. 1/- each.

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or sweat equity. On 23^rd August 2023, the Company had allotted 3,00,000 Equity Shares pursuant to conversion of Convertible Warrants on Preferential Basis to Mr. Jimit Shah, Promoter and Managing Director. Therefore, paid-up capital of the Company increased from Rs. 3,72,90,000 to Rs. 3,75,90,000 during the year 2023-24.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relates and the date of this report.

I) CONSERVATION OF ENERGY

The Company is not carrying any manufacturing operations. Therefore, there is no material information to be given under Conservation of Energy and Technology Absorption. The operations of the Company are not power intensive. The Company is however taking every possible step to conserve the energy whenever possible. It has not imported any technology.

II) TECHNOLOGY ABSORPTION

The Company has not incurred any expenditure in Research and Development on Technology Absorption.

III) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no Foreign Exchange Earnings and Outgo during the Financial Year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the terms of appointment, Mr. Aakash Parikh (DIN: 02582311) completed his term as an Independent Director of the Company on 31^st March 2024 and accordingly ceased to be an Independent Director and member of the Board of Directors of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 30^th March 2024, appointed Ms. Himanshi Shah (DIN: 10564211) as an Additional Director designated as Non-Executive Independent Director with effect from 1^st April 2024 up to 31 March 2029, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Sunita Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2023-24. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

Mr. Ramesh Shah, Chairman and Whole-Time Director; Mr. Jimit Ramesh Shah, Managing Director, and Mrs. Sunita Jimit Shah, Director are related inter se.

None of the Directors or Key Managerial Personnel (KMP) of the Company other than them are related inter se.

The information as required to be disclosed under Regulation 36 of the SEBI (LODR) Regulations, 2015 in case of reappointment is forming part of the Notice.

As per the information available by the Company, none of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015.

Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and Code of Conduct for Directors and senior management.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The separate meeting of Independent Directors was held on 9^th February 2024 for the Financial Year 2023-24.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:

i. in the preparation of the annual accounts for the Financial Year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit and loss of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. Internal financial controls have been laid down and that such internal financial controls are adequate and were operating effectively;

vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an Annual Evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as participation, adequate preparation, contribution to strategy and other areas, quality of decision making, high quality of debate with robust and probing discussions etc. The Nomination and Remuneration Committee evaluated the performance of the Directors. Independent Directors at a separate meeting held by them have evaluated the performance of the non-Independent Directors and evaluated the performance of the Chairman taking into consideration the views of Managing Director. The Board of Directors has also evaluated the performance of each of the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

15. BOARD MEETINGS

There were eight meetings of the Board held during the year. The attendance details have been provided later in this report. Board Meetings were held on 18^th May 2023, 20^th May 2023, 14^th August 2023, 13^th November 2023, 3^rd January 2024, 14^th February 2024, 14^th March 2024, and 30^th March 2024 during the Financial Year 2023-24.

16. POLICIES ON DIRECTORS' REMUNERATION AND APPOINTMENT

The Company's policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 annexed hereto as ‘‘ANNEXURE 4'' and forms a part of this report.

A) BOARD OF DIRECTORS AS ON 31^st MARCH 2024

*As mentioned earlier, Mr. Aakash Parikh ceased to be a Director on 31st March 2024. On 30^th March 2024, the Board appointed Ms. Himanshi Shah as an Additional Director designated as Non-Executive Independent Director with effect from 1^st April 2024.

Attendance of Directors at Board Meetings was as follows:

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, Auditor's independence and performance, Audit process, Financial Statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the Auditors and discussions with internal auditor or any significant findings, approval of transactions with related parties, scrutiny of inter-corporate loans and investments, valuation of undertaking or assets evaluation of internal financial controls and risk management systems and review the functioning of the Whistle Blower Mechanism.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON

As on 31st March 2024, the Audit Committee comprised of three Directors, of whom two were Independent, Non-Executive Directors and one an Executive Director, all of them possessing knowledge of corporate finance, accounts and company law. The Chairman of the Committee is an Independent Director. The Company Secretary acts as the Secretary to the Committee. The composition of the Audit Committee as on 31^stMarch 2024 was as follows:

Note: The Audit Committee was reconstituted with effect from 1^st April 2024. From 1^st April 2024, the Audit Committee comprises: 1) Mr. Sahil Visaria (Chairman), 2) Mr. Jimit Shah (Member), 3) Ms. Himanshi Shah (Member).

MEETINGS AND ATTENDANCE DURING THE YEAR

During the Year ended 31^st March 2024, six Meetings of the Audit Committee were held on the following dates: 18^th May 2023, 20^th May 2023, 14^th August 2023, 13^th November 2023, 14^th February 2024, and 14^th March 2024.

The Attendance of the Chairman and the members of Audit Committee at the meetings held during the year under review was as under:

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

To periodically approve the remuneration package of Whole-Time Directors and ensure appropriate disclosure of the same, determining qualifications, positive attributes and independence of a Director, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity and recommend appointment of Directors and appointment and removal in seniormanagement.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON

As on 31^st March 2024, the Nomination and Remuneration Committee comprisedthree NonExecutive Directors and one Executive Director, and the Company Secretary acts as Ex-Officio Secretary of the Committee. The names of the Members & Chairperson of the remuneration committee as on 31^st March 2024 are as under:

Note: The Nomination and Remuneration Committee was reconstituted with effect from 1st April 2024. From 1st April 2024, the Nomination and Remuneration Committee comprises: 1) Mr. Sahil Visaria (Chairman), 2) Mr. Ramesh Shah (Member), 3) Ms. Sunita Shah (Member), 4) Ms. Himanshi Shah (Member).

iii) MEETINGS AND ATTENDANCE DURING THE YEAR

The Nomination and Remuneration Committee met on 30^th March 2024. Attendance of members at Committee Meeting during the year under review was as follows.

iv) REMUNERATION POLICY

No Director has been paid any remuneration, or sitting fees; the Executive Director and the remaining directors do not receive any remuneration or sitting fees for attending any of the Board or Committee Meetings.

i) DETAILS OF REMUNERATION

The details of Remuneration package, sitting fees paid etc., to directors during the year ended 31^st March 2024 for information of members, are furnished here below:

(a) PAID TO NON-EXECUTIVE DIRECTORS:

(b) PAID TO EXECUTIVE DIRECTORS

D) STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 the company has constituted Stakeholders Relationship Committee.

The Stakeholders Relationship Committee deals with approval of share transfer/transmission, issue of duplicate share certificates, split and consideration requests, rematerialization of shares and other matters relating to transfer and registration of shares.

During the year 2023-24, there were nil complaints regarding share transfers received from shareholders. As of 31^st March 2024, there are nil complaints regarding share transfers from shareholders pending.

COMPOSITION

The composition of the Stakeholders Relationship Committee as on 31st March 2024 is as under:

Note: The Nomination and Remuneration Committee was reconstituted with effect from 1^st April 2024. From 1^st April 2024, the Nomination and Remuneration Committee comprises: 1) Mr. Sahil Visaria (Chairman), 2) Mr. Ramesh Shah (Member), 3) Ms. Sunita Shah (Member), 4) Ms. Himanshi Shah (Member).

During the year under review, the Stakeholders Relationship Committee met on14^th February 2024. Attendance of members at Committee Meeting during the year under review was as follows.

18. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITORS AND THEIR REPORT

The appointment of M/s Navin Nishar & Associates for a period of five years was ratified by the members of the Company vide their resolution at the 41^st Annual General Meeting of the Company on 30^th September 2022.

The Reports given by the Statutory Auditors for the Standalone and Consolidated Financial Statements for the year ended 31^stMarch 2024 read with explanatory notes does not consist of anyqualified opinion.

Note: M/s Navin Nishar & Associates resigned as Statutory Auditors of the Company with effect from 14^th August 2024. The casual vacancy caused by the same was filled by appointing M/s Pravin Chandak & Associates as Statutory Auditors of the Company with effect from 14^th August 2024. The appointment of M/s Pravin Chandak & Associates as Statutory Auditors of the Company will be put forth before the shareholders at the 43^rd AGM of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s R. N. Shah and Associates, Practicing Company Secretaries,were appointed to conduct Secretarial Audit of the Company for the Financial Year 2023-24 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements), 2015. The Secretarial Audit Report for the Financial Year 2023-24 forms part of Annual Report as "ANNEXURE 5" to the Board's Report.

19. RISK MANAGEMENT

TheCompany has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process risk identification and risk minimization as a part of a Risk Management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities, etc. Business Risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plan, if necessary. The Risk Management Policy is included in this Report as "ANNEXURE 6".

20. RELATED PARTY TRANSACTIONS

During the year, the Company has entered into contracts/arrangements/transactions with Related Parties at arm's length price under the section 188 of Companies Act 2013. Further, a Statement containing the salient features of the Related Party Transactions in the prescribed Form AOC-2 is annexed as "ANNEXURE 2" and whichshall form a part of this Board's Report. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 2.27 of the Standalone Financial Statements.

21. PARTICLUARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with size and nature of its business to safeguard all assets and to ensure their efficient productivity. The Company has continued to keep focus on processes and controls. The Company has a suitable internal control system for the business processes, operations, financial reporting, compliance with applicable laws and regulations. Wherever deemed necessary, internal control systems are also reassessed and corrective action is taken, if required.

The statutory auditors of the Company have audited the Financial Statements included in this annual report and has issued a report on our Internal Financial Controls over Financial Reporting as defined in Section 143 of the Act.

23. VIGIL MECHANISM

As per the provision of Section 177 (9) of the Companies Act, 2013, with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns.

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal.

The Directors and Employees may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

24. SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is summary of Sexual Harassment complaints received and disposed off during the year:

a.) Number of Complaints received: NIL

b.) Number of Complaints disposed of: NIL

25. CORPORATE GOVERNANCE

In terms of Regulation 15(2)(a) of SEBI (LODR), Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and paras C, D and E of Schedule V are not applicable to the Company, as the paid-up share capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores as on 31st March, 2024.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders have been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts, during the year under review.

27. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company.

28. TRANSFER TO RESERVES

During the year under review, an amount of Rs. 7,78,04,478/- was transferred to the reserves.

29. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The company hereby affirms that during the year under review company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

30. ACKNOWLEDGEMENT

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedicationand commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.