Zodiac-JRD-MKJ Ltd Shareholders Approve ESOP Implementation at EGM

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.

Meeting Details:	Information
EGM Date:	December 18, 2025
Meeting Mode:	Video Conferencing/OAVM
Key Approval:	Alteration of Articles of Association for ESOP
Regulatory Compliance:	SEBI Listing Regulations 2015

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:

Board Authority:	Scope
Scheme Management:	Formulate, approve, vary, amend, modify, suspend or terminate ESOP schemes
Parameter Setting:	Determine eligibility criteria, terms, conditions, vesting, exercise price, duration
Implementation Mode:	Direct allotment, trust route, secondary acquisition, or other permissible methods
Share Issuance:	Issue shares or grant options and take necessary actions for implementation

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.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-2.99%	-2.32%	-9.59%	-31.75%	-34.25%	+70.29%

Zodiac Jrd Mkj Limited, a company involved in the trading of goods, has announced the resignation of its statutory auditor, H.G. Sarvaiya Co., Chartered Accountants. The auditor's departure, effective November 13, 2025, comes amidst changes in the company's corporate structure and limitations in the scope of the audit engagement.

Auditor Resignation Details

H.G. Sarvaiya Co. was appointed on March 26, 2024, with a term scheduled to expire on March 31, 2029. Prior to their resignation, the firm completed the statutory audit of standalone and consolidated financials for the second quarter and half-year ended September 30, 2025, submitting their limited review report on November 12, 2025.

Reasons for Resignation

The auditor cited two primary reasons for their resignation:

Changes in corporate structure
Limitations in the scope of audit engagement

It's important to note that the company stated there were no concerns raised by the resigning auditor regarding management, and no material reason for resignation that would require audit committee deliberation.

Company's Response

Zodiac Jrd Mkj Limited has indicated that the audit committee and board will consider appointing new statutory auditors to fill the casual vacancy created by this resignation.

Financial Performance

While the auditor change is a significant development, it's worth noting the company's recent financial performance. According to the unaudited consolidated financial results for the quarter and half-year ended September 30, 2025:

Particulars	Q2 FY2026 (in Lakhs)	H1 FY2026 (in Lakhs)
Revenue from Operations	1,028.87	2,307.09
Total Income	1,038.55	2,290.33
Profit before Tax	53.88	88.88
Net Profit for the period	53.88	88.88
Earnings per Share (Basic & Diluted)	0.49	0.81

The company's financial results show a positive performance for the period, with a net profit of 53.88 lakhs for Q2 FY2026 and 88.88 lakhs for H1 FY2026.

Conclusion

The resignation of H.G. Sarvaiya Co. as statutory auditors marks a significant change for Zodiac Jrd Mkj Limited. As the company moves forward, stakeholders will likely be watching closely to see how this transition affects the company's financial reporting and corporate governance practices. The appointment of new auditors and any potential changes in corporate structure will be key developments to monitor in the coming months.