Zodiac Jrd Mkj Limited, a prominent player in the diamonds, jewellery, and precious stones sector, has announced significant changes following its 38th Annual General Meeting (AGM) held on September 25, 2025. The shareholders approved several key resolutions that will shape the company's future operations and governance structure.

Increase in Authorized Share Capital

One of the most notable changes is the increase in the company's authorized share capital. Shareholders approved raising the capital from Rs. 11.00 crores to Rs. 18.00 crores, expanding the number of equity shares from 1.10 crore to 1.80 crore shares, each with a face value of Rs. 10.00. This move provides Zodiac JRD-MKJ with greater financial flexibility for future growth initiatives.

Adoption of New Corporate Documents

The company has taken steps to modernize its corporate governance framework by adopting new versions of its Memorandum of Association (MOA) and Articles of Association (AOA). These updates align the company's governing documents with the Companies Act, 2013, replacing the older versions based on the Companies Act, 1956.

Key changes in the new MOA include:

• Restructuring of object clauses while maintaining existing main objects
• Renaming of the ancillary objects clause to "Matters which are necessary for furtherance of the objects specified in clause III (A)"
• Removal of the "Other Objects" clause

The new AOA incorporates:

• Provisions of the Companies Act, 2013
• Alignment with Secretarial Standards issued by the Institute of Company Secretaries of India
• Updated references to new sections and clauses of the Companies Act, 2013

Appointment of New Director and Secretarial Auditor

Shareholders approved the appointment of Mr. Marc Christopher Weinmann as a Non-Executive Non-Independent Director. Mr. Weinmann, a German national with extensive experience in international business, brings valuable global perspective to the board.

Additionally, M/s. HD and Associates were appointed as the company's Secretarial Auditor for a term of five financial years starting from 2025-26.

Voting Results

The company reported strong shareholder support for all resolutions, with each receiving over 99.99% votes in favor. The e-voting process was conducted in compliance with regulatory requirements and scrutinized by an independent practising company secretary.

These developments signal Zodiac JRD-MKJ Limited's commitment to enhancing its corporate structure and governance practices, potentially positioning the company for future growth and expansion in the competitive jewellery and precious stones market.

Investors and stakeholders can access the updated MOA and AOA on the company's official website for more detailed information on the changes implemented.

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 .