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BSE Limited regarding the adoption and amendment of its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).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 the allotment of 97,81,025 equity shares following its scheme of amalgamation with Narbada Gems and Jewellery Limited. The company informed BSE Limited about the completion of this significant corporate action through an official disclosure under Regulation 30 of SEBI Listing Regulations.

Share Allotment Details

The board of directors, in their meeting held on March 5, 2026, approved the allotment of 97,81,025 fully-paid up equity shares of INR 10/- each to eligible shareholders of the transferor company. The allotment was made to shareholders whose names appeared in the register of members as on the record date of February 27, 2026.

The newly allotted equity shares shall rank pari passu in all respects with the existing equity shares of the company, ensuring equal rights and privileges for all shareholders.

Fractional Share Management

As part of the allotment process, the board also approved the allotment of 3,418 fully paid-up equity shares arising from fractional share entitlements. These shares have been allotted to Mr. Siddharth Goel, Independent Director, who has been appointed as trustee for disposing these fractional entitlements in the market.

The net sales proceeds from the disposal of fractional shares will be distributed to eligible shareholders within 90 days from the date of allotment, in adherence with the scheme and applicable SEBI Master Circular.

Listing and Trading Arrangements

The company has confirmed that it will make necessary applications for listing the allotted equity shares with BSE Limited. However, the newly allotted shares will remain frozen until the stock exchange grants listing and trading permission. This temporary restriction ensures compliance with regulatory requirements during the transition period.

Corporate Restructuring Background

This share allotment represents the culmination of the scheme of arrangement for amalgamation between Narbada Gems and Jewellery Limited (transferor company) and Uday Jewellery Industries Limited (transferee company). The company had previously communicated about the fixation of record date and filing of E-Form INC-28 with the Registrar of Companies to make the scheme effective, as referenced in their earlier letters dated February 12, 2026 and February 19, 2026.