Refer attached document

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: 21.08.2026 BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Scrip Code: 512587 Sub: Notice of 39th Annual General Meeting to be held on Thursday, 24th September, 2026. Dear Sir, Pursuant to Regulation 30 read with Part A of Schedule III and Regulation 34 (1) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), please find enclosed herewith the Notice of 39th Annual General Meeting ("AGM") of the Company is scheduled to be held on Thursday, 24th September, 2026 through Video Conferencing and other Audio-Visual means (VC/OAVM) at 11:00 A.M. (IST). The Notice of the AGM for the Financial Year (F.Y.) 2025-26 is enclosed herewith which is being sent to the shareholders of the Company on their registered email id and is also made available on the website of the Company viz.: https://zodiacjrdmkjltd.co.in/ . We further wish to inform that pursuant to Section 91 of the Companies Act, 2013 and Regulations 42 of the Listing Regulations, the Register of Members and the Share Transfer Books of the Company will remain closed for the purpose of 39th Annual General Meeting from Thursday, 17th September 2026 to Thursday, 24th September, 2026 (both days inclusive). Kindly take the same on your record. Thanking You, Yours Faithfully, For Zodiac JRD-MKJ Limited Mahesh Shah Managing Director DIN:00217516 ANNUALREPORT2025-2026 NOTICE if any of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 NOTICE IS HEREBY GIVEN THAT THE 39TH (including any statutory modification(s) or re- ANNUAL GENERAL MEETING OF THE MEMBERS enactment(s) thereof for the time being in force) OF ZODIAC-JRD-MKJ LIMITED WILL BE HELD ON and pursuant to the recommendation of the Board, THURSDAY, 24TH SEPTEMBER, 2026 AT 11:00 A.M. Mr. Girish L Shethia, Chartered Accountant be THROUGH VIDEO CONFERENCING AND OTHER and is hereby re-appointed as the Statutory AUDIO-VISUAL MEANS (VC/OAVM) TO TRANSACT Auditors of the Company, to hold office for a period THE FOLLOWING BUSINESSES: of 5 (five) consecutive years commencing from the conclusion of this Annual General Meeting till the Ordinary Business: conclusion of the 43rd Annual General Meeting of the Company to be held in the financial year 2030- 1. To receive, consider and adopt the Audited 2031, at such remuneration as may be determined Financial Statements for the Year Ended 31st by the Board in consultation with the auditors in March, 2026 along with notes thereon as on addition to reimbursement of all out-of pocket that date and the reports of Board of Directors expenses to be incurred by them in connection and Auditors thereon: with the audit. To consider and if thought fit, to pass with RESOLVED FURTHER THAT the Board of or without modification(s), the following Directors be and is hereby Authorised to do all Resolution as an Ordinary Resolution: acts and take all such steps as may be necessary, “RESOLVED THAT, the Audited Financial proper or expedient to give effect to this resolution.” Statements of the Company for the Financial Year ended 31st March, 2026 together with the reports Special Business: of Board and Auditors thereon be and hereby 4. Approval to Increase the Authorised Capital considered and adopted.” and consequential alteration of Capital Clause of Memorandum of Association of the 2. To appoint a Director in place of Mr. Marc Company: Christopher Weinmann (DIN: 07365743) , who retires by rotation and who being eligible, To consider and if thought fit, to pass with offers himself for reappointment: or without modification(s), the following Resolution as an Ordinary Resolution: To consider and if thought fit, to pass with or without modification(s), the following “RESOLVED THAT subject to the provisions of Resolution as an Ordinary Resolution: Section 61 read with Section 13, 64 and other “RESOLVED THAT in accordance with the applicable provisions, if any, of the Companies Act provisions of Section 152 and other applicable 2013 and relevant Rules made thereto, including provisions of the Companies Act, 2013, Mr. Marc any statutory modifications or re-enactments Christopher Weinmann (DIN: 07365743) who thereof, the consent of the Members of the retires by rotation at this Annual General Meeting, Company be and is hereby accorded to increase be and is hereby re-appointed as a Non- Executive the Authorised Share Capital of the Company from Non- Independent Director of the Company, liable INR. 18,00,00,000/- (Indian Rupees Eighteen to retire by rotation.” Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of INR. 10/- (Indian 3. To re-appoint the Statutory Auditors of the Rupees Ten Each) to INR. 27,00,00,000/- (Indian Company, and to fix their remuneration. Rupees Twenty- Seven Crores Only) divided into 2,70,00,000 (Two Crore Seventy Lakhs) To consider and if thought fit, to pass with Equity Shares of INR. 10/- (Indian Rupees Ten or without modification(s), the following Each) ranking pari passu in all respect with the Resolution as an Ordinary Resolution: existing Equity Shares of the Company as per the Memorandum and Articles of Association of the “RESOLVED THAT pursuant to the provisions of Company; Section 139, 142 and other applicable provisions, ANNUALREPORT2025-2026 RESOLVED FURTHER THAT the existing Clause to as the “Board”), approval and consent of the V of the Memorandum of Association of the Shareholders of the Company (“Shareholders”) Company as to share capital be and is hereby be and is hereby accorded to Board of Directors deleted and in its place and instead the following of the Company (hereinafter referred to as the new Clause V be substituted. “Board” which term shall be deemed to include any duly constituted Committee thereof, including V. The Authorised Share Capital of the Company the Nomination and Remuneration Committee is INR. 27,00,00,000/- (Indian Rupees Twenty- or any other Committee which the Board may Seven Crores Only) divided into 2,70,00,000 (Two constitute/designate to act as the ‘Compensation Crore Seventy Lakhs) Equity Shares of INR. 10/- Committee’ under the SEBI SBEB Regulations (Indian Rupees Ten Each). or their delegated authority and to exercise its powers, including the powers, conferred by RESOLVED FURTHER THAT the Board of this resolution), to introduce and implement the Directors be and is hereby authorized to take such “Zodiac JRD MKJ Employees Stock Option Plan steps as may be necessary for obtaining approvals, 2026 (hereinafter inferred to as the “Plan”) and statutory, contractual or otherwise, in relation to to the Board / Nomination and Remuneration the above and to settle all matters arising out of Committee to create, offer and grant from time and incidental thereto, and to sign and to execute to time upto 7,68,294 Employee Stock Options deeds, applications, documents and writings that (“ESOPs”) to the permanent employees including may be required, on behalf of the Company and Directors of the company (other than generally to do all such acts, deeds, matters and promoter(s) or Directors not belonging to the things as may be necessary, proper, expedient or promoter group of the company, Independent incidental for giving effect to this resolution.” Directors and Directors holding directly or indirectly more than 10% of the outstanding equity 5. Approval for Zodiac JRD MKJ Employees Stock shares of the Company), whether whole time or Option Plan 2026 and Grant of Employee Stock otherwise, whether working in India or out of India Options to the Employees of the Company (here [Showing first 8,000 characters — download PDF for full document]