Uday Jewellery Industries Limited has successfully completed its amalgamation with Narbada Gems and Jewellery Limited, with the scheme becoming effective on February 19, 2026. The company informed BSE Limited about this significant corporate development through a regulatory disclosure under Regulation 30 of SEBI Listing Regulations.

Scheme Implementation Details

Both the transferor company (Narbada Gems and Jewellery Limited) and the transferee company (Uday Jewellery Industries Limited) filed the mandatory e-form INC-28 with the Registrar of Companies on February 19, 2026. This filing marked the official effectiveness of the amalgamation scheme as per Clause 1.6 of Part I of the Scheme.

Corporate Structure Changes

Under the scheme provisions, Narbada Gems and Jewellery Limited stands amalgamated into Uday Jewellery Industries Limited and will be dissolved without being wound up effective February 19, 2026. As per Clause 3 and 4 of Part-II of the Scheme, all assets and liabilities of the transferor company have been transferred to and vested in the transferee company.

Authorized Capital Enhancement

Following the scheme's effectiveness, the company's authorized share capital has automatically increased. The revised Clause V of the Memorandum of Association now reflects the enhanced capital structure.

The new capital structure provides the company with enhanced financial flexibility and expanded operational capacity. The amalgamation represents a strategic consolidation within the gems and jewellery sector, combining the resources and capabilities of both entities under the Uday Jewellery Industries umbrella.

Regulatory Compliance

The disclosure follows the company's earlier communication dated February 12, 2026, which had informed about the Board of Directors taking note of the certified copy of the NCLT order and the proposed filing with the Registrar of Companies. The completion of all regulatory formalities ensures full compliance with applicable corporate laws and listing regulations.

Uday Jewellery Industries Limited has announced February 27, 2026 as the record date for its scheme of amalgamation with Narbada Gems and Jewellery Limited. The announcement follows the company's receipt of the certified copy of the National Company Law Tribunal (NCLT) order sanctioning the merger.

Board Meeting Decisions

The board of directors of Uday Jewellery Industries convened on February 12, 2026 to consider key developments in the amalgamation process. The meeting addressed several critical aspects of the merger implementation.

NCLT Approval and Legal Framework

The Hon'ble National Company Law Tribunal, Hyderabad bench had sanctioned the scheme of arrangement on January 21, 2026. The approval was granted under sections 230-232 of the Companies Act, 2013 and the rules and regulations framed thereunder.

The board took note of three key matters during their meeting:

• Receipt of the certified copy of the NCLT order sanctioning the scheme
• Proposed filing of the certified copy with the Registrar of Companies (RoC)
• Declaration of the record date for determining eligible shareholders

Implementation Process

The scheme will become effective upon filing the certified copy of the NCLT order with the Registrar of Companies. The record date of February 27, 2026 will determine eligible shareholders of Narbada Gems and Jewellery Limited who will receive equity shares in Uday Jewellery Industries Limited according to the approved amalgamation scheme.

Regulatory Compliance

The disclosure was made under Regulations 30 and 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has informed BSE Limited and copied the National Securities Depository Limited, Central Depository Services (India) Limited, and Bigshare Services Private Limited as the registrar and transfer agent.

The amalgamation represents a significant corporate restructuring for both companies, with Uday Jewellery Industries serving as the surviving entity following the merger completion.