Uday Jewellery Industries Limited has provided updated information regarding the resignation of Mr. Sachin Upadhyaya, Company Secretary and Compliance Officer of Narbada Gems & Jewellery Limited, following the completion of their amalgamation scheme. The latest disclosure was made to BSE Limited on March 05, 2026, providing clarification on the effective resignation date.

Amalgamation Completion and INC-28 Filing

The company has filed Form INC-28 with the Registrar of Companies to give effect to 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.

Updated Resignation Details

Following the INC-28 filing, the company has requested that the effective date of Mr. Sachin Upadhyaya's resignation be considered as February 19, 2026, being the date of filing of INC-28 and the date on which the scheme became effective. The Transferor Company has been amalgamated with the Transferee Company and consequently ceases to exist upon the scheme becoming effective.

Corporate Communication and Compliance

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 that Mr. Upadhyaya tendered his resignation due to the amalgamation and consequent dissolution of the Transferor Company by operation of law.

Regulatory Framework

The updated disclosure fulfills the company's obligations under SEBI Listing Regulations, ensuring transparency in corporate governance matters. The company has completed all necessary statutory filings and intimations as required under relevant provisions of the Companies Act, 2013, with the scheme becoming effective upon the INC-28 filing date.

Uday Jewellery Industries Limited has notified BSE Limited regarding the adoption and amendment of its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The Board of Directors approved these regulatory compliance updates at its meeting held on March 05, 2026, ensuring adherence to SEBI insider trading regulations.

Regulatory Compliance Update

The company's communication to BSE Limited, signed by Managing Director Ritesh Kumar Sanghi, confirms the Board's approval of the amended Code of Fair Disclosure pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The updated framework has been formulated to ensure prompt, uniform and universal dissemination of UPSI in compliance with regulatory requirements.

Code Framework and Objectives

The comprehensive code establishes clear objectives for preventing misuse of UPSI while maintaining uniformity, transparency and fairness in stakeholder dealings. The framework designates a Chief Investor Relations Officer (CIRO) to oversee dissemination of information to analysts, investors, and research personnel, working in coordination with the Compliance Officer for necessary submissions to stock exchanges.

The code defines various categories of personnel including Connected Persons, Designated Persons, Key Managerial Personnel, and Immediate Relatives, establishing clear boundaries for information access and sharing. Designated Persons encompass all promoters, directors, KMPs, employees up to two levels below CEO, and support staff with access to UPSI.

Fair Disclosure Principles

The updated code establishes eight core principles for fair disclosure:

• Prompt public disclosure of UPSI that would impact price discovery
• Uniform and universal dissemination to avoid selective disclosure
• Designation of senior officer as CIRO for information dissemination
• Prompt dissemination of selectively disclosed information
• Appropriate response to queries on news reports and market rumors
• Ensuring analyst interactions exclude UPSI
• Documentation of investor relations conferences
• Need-to-know basis handling of UPSI

Legitimate Purposes Policy

The code includes a comprehensive Policy for Determination of Legitimate Purposes, allowing UPSI sharing in ordinary course of business with specified parties including auditors, collaborators, lenders, customers, suppliers, bankers, legal advisors, insolvency professionals, and consultants. This sharing must not circumvent regulatory prohibitions and requires appropriate confidentiality agreements.

Enforcement and Database Requirements

The code establishes enforcement mechanisms including disciplinary actions for violations, ranging from termination to wage freeze and exclusion from employee stock options. The company must maintain a structured digital database containing UPSI details, recipient information, and sharing records with adequate internal controls, time stamping, and audit trails. This database requires preservation for minimum eight years and cannot be outsourced.

The updated code will be published on the company's website and has been communicated to stock exchanges where the company's securities are listed, ensuring transparency and regulatory compliance.