Narbada Gems & Jewellery Limited (NGJL) has reached a significant milestone in its proposed merger with Uday Jewellery Industries Limited. The company announced that the National Company Law Tribunal (NCLT) has admitted its Second Motion Petition for hearings, marking a crucial step forward in the amalgamation process.

Merger Petition Details

The admitted petition, filed as Form CAA-5, pertains to the Scheme of Amalgamation between Narbada Gems & Jewellery Limited and Uday Jewellery Industries Limited. This development signals that the NCLT has found the petition in order and is ready to proceed with the next phase of the merger process.

Next Steps

According to the company's statement, the petition is expected to be listed for hearing shortly. This hearing will provide an opportunity for the NCLT to review the merger proposal in detail and consider any representations from stakeholders.

Management's Communication

Sanjay Kumar Sanghi, Managing Director of Narbada Gems & Jewellery Limited, signed the official communication to the BSE Limited, emphasizing the company's commitment to keeping the exchange and investors informed of further developments in this matter.

Implications for Investors

The admission of the merger petition by the NCLT is a positive sign for the proposed amalgamation. However, it's important to note that this is still a part of the ongoing process, and the final approval for the merger is subject to the NCLT's decision after the hearings.

Transparency and Compliance

NGJL's prompt disclosure of this development aligns with the regulatory requirements under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This transparency helps investors stay informed about significant corporate actions that may impact the company's future structure and operations.

As the merger process progresses, stakeholders of both Narbada Gems & Jewellery Limited and Uday Jewellery Industries Limited will be keenly watching for the outcome of the NCLT hearings and any subsequent steps in the amalgamation journey.

Narbada Gems & Jewellery Limited (NGJL) has announced its 33rd Annual General Meeting (AGM) to be held on September 30, 2025, at 1:00 PM IST through video conferencing. The company has outlined several important agenda items for shareholder consideration.

Key Proposals

Board Appointments and Reappointments

• Mrs. Bhavna Sanghi, who retires by rotation, is proposed for reappointment as a Director.
• Mr. Sunil Garg is recommended for reappointment as an Independent Director for a second term from October 1, 2025, to September 30, 2030.
• Mr. Dileep Kumar Jain is proposed for appointment as a Non-Executive Independent Director for a five-year term.

Executive Appointments and Remuneration

• Mrs. Bhavna Sanghi's designation is proposed to change from Non-Executive Director to Whole-Time Director, with a monthly remuneration of Rs. 4,00,000.
• The Board has approved a remuneration package of Rs. 6,00,000 per month for Mr. Sanjay Kumar Sanghi, the Managing Director.

Other Business

• M/s. Anant Rao & Mallik, Chartered Accountants, are proposed for reappointment as Statutory Auditors for a five-year term.
• CS. Ajay Suman Shrivastava is recommended for appointment as the Secretarial Auditor for a five-year term.
• The company seeks approval for material related party transactions with Sanghi Jewellers Private Limited and Uday Jewellery Industries Limited, each up to Rs. 50 crore for the period from October 1, 2025, to September 30, 2026.

Voting and Participation

Shareholders can participate in the AGM through video conferencing and cast their votes electronically. The e-voting period will commence on September 27, 2025, at 9:00 AM and conclude on September 29, 2025, at 5:00 PM. The cut-off date for determining voting eligibility is September 19, 2025.

Book Closure

The Register of Members and Share Transfer Books will remain closed from September 23, 2025, to September 30, 2025 (both days inclusive) for the purpose of the AGM.

Narbada Gems & Jewellery Limited encourages all shareholders to participate in the AGM and exercise their voting rights on these important matters shaping the company's future governance and operations.