Narbada Gems & Jewellery Limited has received approval from the National Company Law Tribunal (NCLT), Hyderabad Bench for its amalgamation with Uday Jewellery Industries Limited. The tribunal pronounced its order on January 21, 2026, sanctioning the scheme of arrangement with an appointed date of April 1, 2024.

NCLT Order Details

The Hon'ble NCLT, comprising Member (Judicial) Shri Rajeev Bhardwaj and Member (Technical) Shri Sanjay Puri, approved the amalgamation under Sections 230 and 232 of the Companies Act, 2013. The order becomes effective upon filing of the certified copy with the Registrar of Companies by both companies.

Share Exchange Ratio and Capital Structure

Under the approved scheme, Uday Jewellery Industries Limited will issue 4,623 equity shares of face value ₹10.00 each for every 10,000 equity shares held in Narbada Gems and Jewellery Limited. The share capital details as of March 31, 2025 show:

Business Operations and Rationale

Both companies operate in similar business segments within the jewellery industry. Narbada Gems specializes in manufacturing and trading of gold studded with ruby, emerald and other precious stones, while Uday Jewellery focuses on gold jewellery studded with Cubic Zirconia and other precious stones. Both companies' shares are listed on BSE Limited.

The amalgamation aims to achieve operational synergies, cost optimization, and enhanced market competitiveness through consolidated operations under common management.

Regulatory Compliance and Approvals

The scheme received requisite approvals from shareholders of both companies through extraordinary general meetings conducted on August 21, 2025. The voting results showed overwhelming support:

• Narbada Gems shareholders: 99.99% approval from 145 equity shareholders
• Uday Jewellery shareholders: 99.99% approval from 151 equity shareholders

BSE Limited provided its observations on March 20, 2025, which were duly addressed by the companies. The Regional Director and Official Liquidator submitted their reports with observations that were satisfactorily responded to by the petitioner companies.

Implementation and Next Steps

The scheme becomes effective upon filing certified copies of the NCLT order with the Registrar of Companies by both companies. Post-implementation, Narbada Gems will stand dissolved without winding up, and all its assets, liabilities, and employees will transfer to Uday Jewellery Industries Limited.

The tribunal has directed the companies to comply with all statutory requirements, preserve books of accounts as per Section 239 of the Companies Act, 2013, and ensure adherence to applicable accounting standards. The companies must also file annual compliance statements until completion of the amalgamation process.

Narbada Gems & Jewellery Limited , a prominent player in the Indian gems and jewellery sector, has reported a significant surge in its quarterly profit, alongside other key developments in its recent board meeting.

Financial Performance

The company posted impressive financial results for the second quarter:

*All figures in Rs. lakhs, except EPS

The company's total revenue reached Rs 2,633.61 lakhs, marking a substantial increase from the corresponding previous period. The net profit saw an extraordinary jump to Rs 401.09 lakhs, compared to Rs 10.38 lakhs in the same quarter last year, representing a remarkable year-on-year growth of over 3,763%.

Half-Yearly Performance

For the half-year ended September 30, 2025, Narbada Gems & Jewellery reported:

• Total revenue of Rs 4,696.82 lakhs
• Net profit of Rs 532.74 lakhs
• Basic and diluted EPS of Rs 2.52

Operational Highlights

The company's operational efficiency is evident from its improved profit margins. The cost of materials consumed stood at Rs 1,905.22 lakhs for the quarter, while employee benefit expenses were Rs 100.16 lakhs.

Board Meeting Outcomes

In a board meeting held on November 14, 2025, several key decisions were made:

1. Approval of Unaudited Financial Results: The board approved the unaudited financial results for Q2 and H1 FY2025-26.

2. Related Party Transaction: The board approved a related party transaction under Section 188(1)(c) of the Companies Act, 2013. This involves renting additional premises from the company's promoters, effective from December 1, 2025.

3. Merger Update: The board noted that the next hearing at the National Company Law Tribunal (NCLT) Hyderabad for the merger with Uday Jewellery Industries is scheduled for November 17, 2025.

Auditor's Review

The statutory auditors, Anant Rao & Mallik, Chartered Accountants, have conducted a limited review of the financial results. They have not found any material misstatement in the financial information presented by the company.

Market Implications

The substantial profit growth and strategic decisions made by Narbada Gems & Jewellery Limited may have positive implications for investors. The company's ability to significantly improve its bottom line demonstrates its operational efficiency and market positioning.

The approved related party transaction for additional premises suggests that the company may be preparing for expansion. Additionally, the ongoing merger process with Uday Jewellery Industries, once completed, could lead to synergies and further strengthen the company's market position.

Investors and market analysts will likely keep a close watch on the company's performance in the coming quarters, as well as the progress of its merger plans.