Uday jewellery industries Limited has announced the resignation of Mr. Sachin Upadhyaya, Company Secretary and Compliance Officer of Narbada Gems & Jewellery Limited, following the completion of their amalgamation scheme. The disclosure was made to BSE Limited on March 03, 2026, in compliance with regulatory requirements.

Amalgamation Details

The resignation stems from the Scheme of Arrangement for Amalgamation between Narbada Gems and Jewellery Limited (Transferor Company) and Uday Jewellery Industries Limited (Transferee Company). This corporate restructuring was executed under Sections 230-232 of the Companies Act, 2013, and disclosed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Resignation Specifics

Mr. Sachin Upadhyaya submitted his resignation letter on February 03, 2026, addressing the Board of Directors of Narbada Gems & Jewellery Limited. In his resignation letter, he cited the amalgamation and consequent management restructuring as the primary reason for his departure, stating that his services as Company Secretary would no longer be required.

Corporate Communication

The formal disclosure to BSE Limited was signed by Ritesh Kumar Sanghi, Managing Director of Uday Jewellery Industries Limited, bearing director identification number 00628033. The communication emphasized compliance with statutory requirements and requested necessary filings with the Registrar of Companies and other statutory authorities as mandated under applicable provisions of the Companies Act, 2013.

Regulatory Compliance

The resignation disclosure fulfills the company's obligations under SEBI Listing Regulations, ensuring transparency in corporate governance matters. Mr. Upadhyaya expressed gratitude to the Board and management for their cooperation and support during his tenure with the company. The company has indicated that all necessary statutory filings and intimations will be completed as required under relevant laws.

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.