Attached herewith Letter of Offer for Rights Issue

ZODIAC JRD-MKJ LIMITED DIAMONDS ● JEWELLERY ● PRECIOUS & SEMI PRECIOUS STONES 1013, P. J. Tower, Stock Exchange Towers, Dalal Street, Fort, Mumbai 400001, Maharashtra, India Tel: +91-22-2283-1050 / 51 ● Email: info@zodiacjrdmkjltd.co.in or secretarial@zodiacjrdmkjltd.co.in CIN: L65910MH1987PLC042107 ● Website: www.zodiacjrdmkjltd.co.in ● GSTIN: 27AAACZ0459K1Z1 Date: November 9, 2026 Listing Operations BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Fort, Mumbai - 400001 Dear Sir, Sub.: Rights Issue of Equity Shares of Zodiac-JRD-MKJ Limited (the “Company or Issuer”). ISSUE OF UPTO 1,60,00,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 25/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 15/- PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING UPTO ₹ 4,000 LAKHS* ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 145 (ONE HUNDRED FORTY FIVE) RIGHTS EQUITY SHARE(S) FOR EVERY 100 (ONE HUNDRED) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON NOVEMBER 11, 2026, (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 2.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. *Assuming full subscription. Subject to finalisation of the Basis of Allotment. Please see enclosed herewith copy of Letter of Offer (“LOF”), and Application Form/ Common Application Form (“Form”) dated November 6, 2026, for the Rights Issue of the Company. Thanking you, Yours sincerely, For ZODIAC-JRD-MKJ LIMITED MAHESH RATILAL SHAH Managing Director DIN: 00217516 ` Letter of Offer Date: November 6, 2026 For Eligible Equity Shareholders only ZODIAC-JRD-MKJ LIMITED Our Company was incorporated on January 6, 1987 as ‘Zodiac Leasing Private Limited’, a private limited company under the provisions of Companies Act, 1956 with the Registrar of Companies, Maharashtra. Subsequently, the name of our Company was changed to ‘Zodiac-JRD MKJ Private Limited’ and a fresh certificate of incorporation dated September 22, 1992, was issued by the Additional Registrar of Companies, Maharashtra at Bombay. Further, our Company was converted into a public limited company and consequently the name of our Company was changed to ‘Zodiac-JRD-MKJ Limited’ and a fresh certificate of incorporation dated October 22, 1992, was issued by the Additional Registrar of Companies, Maharashtra at Bombay. For details, in respect of change in the Registered Office of our Company, please see the chapter titled “General Information” on page 46 of this Letter of Offer. Registered Office:1013, PJ Tower, Dalal Street, Fort, Mumbai, Stock Exchange, Mumbai, Maharashtra, India, 400001. Telephone: +91 222 283 1050/ 51; Email: info@zodiacjrdmkjltd.co.in; Website: www.zodiacjrdmkjltd.co.in; Contact Person:Nisha Arora, Company Secretary & Compliance Officer. Corporate Identification Number: L65910MH1987PLC042107 OUR PROMOTERS – MUDIT SHARADKUMAR JAIN OUR CORPORATE PROMOTERS- BLUEROCK INDUSTRIAL INFRASTRUCTURE MANAGEMENT LLP AND BLUEROCK INFRASTRUCTURE SOLUTIONS LLP FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY WE HEREBY CONFIRM THAT NEITHER OUR COMPANY NOR OUR PROMOTERS OR ANY OF OUR DIRECTORS ARE IDENTIFIED AS WILFUL DEFAULTER OR A FRAUDULENT BORROWER AS ON DATE OF THIS LETTER OF OFFER ISSUE OF UPTO 1,60,00,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 25/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 15/- PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING UPTO ₹ 4,000 LAKHS* ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 145 (ONE HUNDRED FORTY FIVE) RIGHTS EQUITY SHARE(S) FOR EVERY 100 (ONE HUNDRED) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON NOVEMBER 11, 2026, (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 2.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 76 OF THE LETTER OF OFFER. *Assuming full subscription in the Issue. Subject to the finalization of basis of allotment. WILFUL DEFAULTERS OR FRAUDULENT BORROWERS Neither our Company nor our Promoters nor any of our directors have been categorized as a Wilful Defaulter or a Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on Wilful Defaulter(s) or Fraudulent Borrower(s) issued by the RBI. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled “Risk Factors” on page 23 of this Letter of Offer. OUR COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The existing Equity Shares are listed on BSE Limited (“BSE”) (the “Stock Exchange”). Our Company has received ‘in-principle’ approval from BSE Limited for listing the Rights Equity Shares to be allotted pursuant to this Issue vide letter dated November 3, 2026. Our Company will also make application to the BSE Limited to obtain its trading approval for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited. REGISTRAR TO THE ISSUE MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) C-101, Embassy 247, 1st Floor, L.B.S. Marg, Vikhroli (West), Mumbai, Maharashtra, India 400083. Telephone: +91 810 811 4949 Email: zodiacjrd.rights@in.mpms.mufg.com Website: www.in.mpms.mufg.com Investor Grievance: zodiacjrd.rights@in.mpms.mufg.com Contact Person: Shanti Gopalakrishnan SEBI Registration Number: INR000004058 ISSUE PROGRAMME LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS November 12, 2026 ISSUE OPENING DATE November 19, 2026 LAST DATE FOR ON MARKET RENUNCIATION OF RIGHTS ENTITLEMENTS* November 30, 2026 ISSUE CLOSING DATE** December 3, 2026 FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) December 4, 2026 DATE OF ALLOTMENT (ON OR ABOUT) December 4, 2026 DATE OF CREDIT OF RIGHTS EQUITY SHARES (ON OR ABOUT) December 7, 2026 DATE OF LISTING (ON OR ABOUT) December 8, 2026 *Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date. **Our Board or a duly authorized committee (“Rights Issue Committee”) thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain ope [Showing first 8,000 characters — download PDF for full document]