Zodiac Energy Limited has incorporated a wholly-owned subsidiary, Zodiac Energy IPP-1 Private Limited, to advance its solar power generation and engineering, procurement, and construction (EPC) capabilities. The move, disclosed on July 30, 2026, positions the company to execute dedicated renewable energy projects through a specialized Special Purpose Vehicle (SPV), supporting its broader business expansion strategy in the solar sector.

The incorporation was executed through Authorized Representative Kunjbihari Shah, with the Registrar of Companies issuing the Certificate of Incorporation on July 30, 2026. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Subsidiary Details

Zodiac Energy IPP-1 Private Limited is structured as a wholly-owned subsidiary of Zodiac Energy Limited. The entity operates in the Solar Power Plants & Energy industry. No governmental or regulatory approvals were required for this incorporation, and no acquisition time period applies as it is a newly formed entity.

Strategic Rationale

The subsidiary serves as an SPV designed to undertake projects relating to solar power generation and EPC activities. Management stated that the incorporation is in line with the company's business expansion strategy, expected to strengthen operational capabilities while facilitating the execution of specific solar power generation and EPC projects. This structure allows for focused project management and financial isolation typical of infrastructure SPVs.

Financial Structure

Zodiac Energy Limited has subscribed to 100% of the initial paid-up share capital of ₹1,00,000 (Rupees One Lakh Only). This investment comprises 10,000 equity shares of ₹10 each. The consideration was provided in cash. As a newly incorporated entity, the subsidiary reports nil turnover. The company holds 100% shareholding and control of the paid-up share capital of Zodiac Energy IPP-1 Private Limited.

Zodiac Energy shareholders have approved the re-appointment of two independent directors and the regularization of a non-executive director through a remote e-voting process. The postal ballot, which concluded on July 21, 2026, also sanctioned a remuneration increase for an associate director. The resolutions were passed with the required majority, ensuring continuity in the company's board leadership and governance structure.

The voting process was scrutinized by Anjali Sangtani of SCS and Co. LLP, appointed pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remote e-voting period commenced on June 19, 2026, and concluded on July 18, 2026. A total of 70 shareholders participated in the voting process, representing 68.19% of the outstanding shares.

Voting Results

The postal ballot notice dated June 15, 2026, proposed four resolutions for shareholder approval. The results, declared on July 21, 2026, showed strong support from the promoter group and public non-institutional shareholders.

Key Approvals

The re-appointment of Mr. Rakesh Arvindbhai Patel (DIN: 00373019) and Mr. Ambar Jayantilal Patel (DIN: 00050042) as Independent Directors was approved via special resolutions. Shareholders also passed an ordinary resolution to regularize the appointment of Mr. Dhaval Shah (DIN: 07933310) as a Non-Executive Non-Independent Director.

Additionally, the voting approved an increase in remuneration for Mr. Jay Kunjbihari Shah, an Associate Director who holds an office or place of profit in the company. This resolution was passed as an ordinary resolution. The record date for determining the eligibility of shareholders to vote was June 12, 2026.