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BSE Limited regarding the adoption and amendment of its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).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.

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.