Zodiac Jrd Mkj Limited, a company specializing in diamonds, jewellery, and precious stones, has taken significant steps to modernize its corporate governance structure. The company's Board of Directors has approved new sets of Memorandum of Association (MOA) and Articles of Association (AOA) to align with the Companies Act, 2013, marking a departure from the previous framework based on the Companies Act, 1956.

Key Updates in Corporate Governance

The board meeting, held on August 18, 2025, lasted for 30 minutes and resulted in several important decisions:

• Approval of a new Memorandum of Association (MOA)
• Approval of new Articles of Association (AOA)
• Revision of the notice for the 38th Annual General Meeting (AGM)

These changes are subject to shareholder approval at the upcoming AGM, scheduled for September 25, 2025, which will be conducted through video conferencing.

Memorandum of Association Revisions

The new MOA includes several key modifications:

• Updated title to reflect the applicability of the Companies Act, 2013
• Retention of existing Clause III (A) containing the Main Objects
• Renaming of Clause II (B) from "Objects Incidental or Ancillary to the attainment of Main Objects" to "Matters which are necessary for furtherance of the objects specified in clause III (A)"
• Removal of the "Other Objects" clause

Articles of Association Overhaul

The AOA has undergone a comprehensive revision to align with current legal and regulatory requirements:

• Restructuring to comply with the Companies Act, 2013, Secretarial Standards, and other applicable laws
• Updating references to reflect amended sections of the Companies Act, 2013
• Exclusion of "Table-F" of the Companies Act, 2013, which outlines the model AOA for companies limited by shares
• Inclusion of provisions allowing the company to perform certain acts when authorized by the AOA

Implications for Shareholders

These changes represent a significant update to Zodiac Jrd Mkj Limited's governing documents, bringing them in line with current legal standards and potentially improving corporate governance practices. Shareholders will have the opportunity to review and vote on these changes at the upcoming AGM.

The company's proactive approach in updating its foundational documents demonstrates its commitment to maintaining compliance with evolving regulatory requirements in the Indian corporate landscape.

Zodiac Jrd Mkj Limited continues to operate from its headquarters at 506-513, Vardhaman Chambers, 17/G, Cawasji Patel Street, Fort, Mumbai 400001, Maharashtra, India. Investors and stakeholders can find more information on the company's website at www.zodiacjrdmkjltd.co.in .

Zodiac Jrd Mkj , a prominent player in the jewelry and precious stones industry, has made significant strides in diversifying its business operations. The company recently announced the completion of a strategic acquisition and released its financial results for the first quarter of the fiscal year.

Acquisition of VEM Tooling India Private Limited

VEM Plastic Molding Private Limited, a 90% subsidiary of Zodiac Jrd Mkj, has successfully acquired the business of VEM Tooling India Private Limited (VTIPL). This Pune-based company specializes in manufacturing molds and plastic automobile components. The acquisition marks Zodiac Jrd Mkj's entry into the high-precision plastic molding and tooling industry within the automobile component sector.

Q1 Financial Results

Zodiac Jrd Mkj reported the following standalone financial results:

The company's revenue from operations stood at ₹420.15 lakhs, with a total income of ₹423.62 lakhs. Despite challenging market conditions, Zodiac Jrd Mkj managed to maintain profitability, reporting a net profit of ₹10.79 lakhs for the quarter.

Corporate Actions and Board Decisions

In a recent board meeting, several key decisions were made:

1. Increase in Authorized Share Capital: The board approved an increase in the company's authorized share capital from ₹11 crore to ₹18 crore, subject to shareholder approval.

2. Appointment of New Director: Mr. Marc Christopher Weinmann was appointed as an Additional Non-Executive Non-Independent Director, bringing his extensive experience in international marketing and the electric motor industry to the board.

3. Change in Registrar and Share Transfer Agent: The company appointed M/s Purva Sharegistry (India) Pvt. Ltd as its new Registrar & Share Transfer Agent, replacing M/s MUFG Intime India Pvt. Ltd.

4. Annual General Meeting: The 38th Annual General Meeting of the company is scheduled to be held through video conferencing.

Consolidated Performance

On a consolidated basis, which includes the performance of its subsidiary VEM Plastic Molding Private Limited, Zodiac Jrd Mkj reported:

• Total revenue from operations: ₹1,278.22 lakhs
• Net profit: ₹35.00 lakhs

The consolidated results reflect the positive impact of the company's diversification strategy, with the automobile components segment contributing significantly to the overall performance.

Zodiac Jrd Mkj's strategic moves, including the acquisition of VEM Tooling and the appointment of an experienced director, signal the company's intent to strengthen its position in both its traditional jewelry business and the newly entered automobile components sector. As the company integrates these new operations, investors and industry observers will be keenly watching how these initiatives translate into long-term growth and value creation.