Narbada gems & jewellery Limited has announced the reconstitution of its Internal Complaints Committee (ICC) following a board resolution passed on January 24, 2026. The decision was communicated to BSE Limited as part of the company's compliance obligations under SEBI regulations.

Committee Composition and Structure

The newly reconstituted Internal Complaints Committee comprises five members appointed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The committee structure is as follows:

Regulatory Compliance

The Board of Directors approved this reconstitution through a circular resolution process, demonstrating the company's commitment to maintaining proper governance structures. This action ensures compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which mandates organizations to establish Internal Complaints Committees.

The company has fulfilled its disclosure obligations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by promptly informing the stock exchange of this corporate governance development. Managing Director Sanjay Kumar Sanghi signed the communication to BSE Limited, confirming the board's approval of the committee reconstitution.

Corporate Governance Framework

The establishment of a properly constituted Internal Complaints Committee represents an essential component of corporate governance for listed companies. The committee serves as a mechanism for addressing workplace harassment complaints and ensuring a safe working environment for employees. With the inclusion of an external member, Ms. K. Venkat Lakshmi, the committee maintains the required independence and expertise to handle sensitive workplace matters effectively.

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.