Bluerock Infrastructure Solutions LLP has submitted a regulatory disclosure to BSE Limited regarding a substantial acquisition transaction involving zodiac jrd mkj on December 11, 2025. The disclosure was filed in compliance with Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Transaction Details

The filing reveals key information about the share transaction structure and parties involved:

Share Capital Structure

The disclosure document indicates that Zodiac-JRD-MKJ Limited's share capital consists of 1,09,75,625 equity shares of ₹10.00 each. This figure represents the total share capital both before and after the transaction, as mentioned in the regulatory filing.

Regulatory Compliance

Bluerock Infrastructure Solutions LLP, identified as belonging to the promoter/promoter group of the target company, submitted the disclosure through its designated partner Rushat P Sanghavi. The company is headquartered at Vardhaman Chambers, Fort, Mumbai, and maintains its registered office at the same location.

The filing was addressed to both BSE Limited and the Company Secretary of Zodiac-JRD-MKJ Limited, ensuring proper notification to all relevant parties as required under SEBI regulations. The disclosure emphasizes compliance with substantial acquisition norms that govern significant shareholding changes in listed companies.

Market Context

Zodiac-JRD-MKJ Limited trades on BSE with scrip code 512587. The off-market nature of the transaction indicates it was conducted outside the regular trading mechanism of the stock exchange, which is common for substantial acquisition transactions involving promoter groups.

The regulatory filing ensures transparency in shareholding changes and provides market participants with necessary information about significant corporate actions involving the listed entity.

Zodiac Jrd Mkj Limited, a company specializing in diamonds, jewellery, and precious stones, has successfully obtained shareholder approval for its Employee Stock Option Plan (ESOP) implementation. The shareholders approved the alterations to the Articles of Association at the Extra-Ordinary General Meeting held on December 18, 2025.

EGM Approval and ESOP Implementation

The shareholders of Zodiac-JRD-MKJ Limited have approved the alteration of Articles of Association to include provisions for the issuance of shares under the Employee Stock Option Plan. This approval was obtained during the EGM conducted through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) as previously scheduled.

New Articles of Association Framework

The approved alterations include the addition of Clause 66A to the Articles of Association, which empowers the Board of Directors with comprehensive authority over ESOP implementation. The new framework grants the Board extensive powers including formulating, approving, varying, amending, modifying, suspending or terminating ESOP schemes from time to time.

Board Powers Under New ESOP Framework

Under the newly approved Article 66A, the Board of Directors, including any constituted committee such as the Nomination and Remuneration Committee, has been empowered with several key responsibilities:

Statutory Auditor Appointment

Prior to the EGM, the Board of Directors had appointed Mr. Girish L. Shethia, a Chartered Accountant, as the new Statutory Auditor for Financial Year 2025-26. Mr. Shethia brings over 35 years of professional experience in statutory audits, internal audits, tax compliance, and RERA compliance. This appointment filled the casual vacancy arising from the resignation of the previous auditor, M/s. H. G. Sarvaiya & Co.

Regulatory Compliance

The company has ensured full compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The approval enables the company to implement the ESOP scheme while maintaining adherence to applicable laws and regulations.

The successful approval of the ESOP framework demonstrates Zodiac-JRD-MKJ Limited's commitment to enhancing employee engagement through stock ownership opportunities while maintaining strong corporate governance standards.