The amalgamation of Narbada Gems and Jewellery Limited with Uday Jewellery Industries Limited has now entered a crucial stage. The company has officially informed the stock exchange regarding important developments related to the Scheme of Arrangement, which has been sanctioned by the Hon’ble National Company Law Tribunal (NCLT), Hyderabad Bench.

This development is significant for shareholders, investors, and the broader jewellery industry. The company has fixed Friday, February 27, 2026, as the Record Date, which will determine the eligible shareholders who will receive equity shares of the Transferee Company, that is, Uday Jewellery Industries Limited.

Let us understand this development in detail and examine its implications for shareholders, regulatory compliance, and the future of the merged entity.

Background of the Scheme of Arrangement

The merger between Narbada Gems and Jewellery Limited (Transferor Company) and Uday Jewellery Industries Limited (Transferee Company) was proposed under Sections 230 to 232 of the Companies Act, 2013. These sections provide the legal framework for corporate restructuring, mergers, amalgamations, and arrangements.

A Scheme of Arrangement is a structured legal process through which two companies combine their businesses. It requires multiple levels of approval, including:

• Board approval

• Shareholder approval

• Creditor approval (where applicable)

• Regulatory approvals

• Final sanction by the NCLT

The companies had earlier informed the stock exchanges on January 21, 2026, that the NCLT had sanctioned the Scheme. However, for the Scheme to become legally effective, certain procedural steps were required to be completed.

Receipt of Certified Copy of NCLT Order

The Board of Directors of Narbada Gems and Jewellery Limited, in its meeting held on February 12, 2026, took note of the receipt of the certified copy of the NCLT order, which was received on February 10, 2026.

The receipt of the certified order is a critical step because:

• It confirms the formal approval of the merger.

• It allows the company to proceed with filing the order with the Registrar of Companies (ROC).

• It initiates the final stage before the Scheme becomes effective.

Without filing the certified copy with the ROC, the Scheme cannot be operationally implemented. Therefore, this development marks the transition from approval stage to execution stage.

Filing with Registrar of Companies (ROC)

The company has informed that it proposes to file the certified copy of the NCLT order with the ROC. As per the Companies Act, 2013, the Scheme becomes effective upon filing the order with the Registrar.

This means:

• The legal existence of Narbada Gems as a separate entity will cease upon effectiveness.

• All assets, liabilities, contracts, and obligations will be transferred to Uday Jewellery Industries Limited.

• Shareholders of Narbada Gems will receive shares in Uday Jewellery as per the approved swap ratio under the Scheme.

This filing is a procedural yet extremely important compliance requirement.

Record Date Fixed: February 27, 2026

One of the most important announcements in this disclosure is the fixation of Friday, February 27, 2026, as the Record Date.

The Record Date serves the following purpose:

• It determines the list of eligible shareholders of Narbada Gems.

• Only shareholders whose names appear in the records as on that date will be entitled to receive shares of Uday Jewellery Industries Limited.

• It ensures fairness and transparency in the allotment process.

The Record Date has been fixed in consultation with the Board of Directors of the Transferee Company. This coordination ensures smooth implementation of the share exchange process.

What Happens to Shareholders?

For shareholders of Narbada Gems and Jewellery Limited, this is a key moment.

Once the Scheme becomes effective:

• They will cease to hold shares in Narbada Gems.

• In exchange, they will receive equity shares of Uday Jewellery Industries Limited, as per the share exchange ratio approved under the Scheme.

• Their investment will continue in the merged entity.

The exact share exchange ratio would have been defined in the Scheme document approved by NCLT and shareholders earlier.

For investors, it is important to ensure:

• Their demat account details are updated.

• They hold shares as of the Record Date.

• They monitor communication from the company and RTA.

Role of Depositories and RTA

The disclosure has also been copied to:

• National Securities Depository Limited (NSDL)

• Central Depository Services (India) Limited (CDSL)

• CIL Securities Limited (Registrar and Transfer Agent)

These entities play a crucial role in:

• Maintaining electronic records of shareholders.

• Processing corporate actions.

• Crediting new shares into demat accounts.

After the Record Date and effectiveness of the Scheme, the Transferee Company will initiate the corporate action process for crediting shares to eligible shareholders.

Regulatory Compliance Under SEBI Regulations

The disclosure has been made under Regulations 30 and 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulation 30

This regulation deals with disclosure of material events. A merger sanctioned by NCLT is considered a material event and must be disclosed to stock exchanges promptly.

Regulation 42

This regulation relates to fixation of Record Date for corporate actions. The company is required to inform the stock exchange about the Record Date in advance.

By issuing this communication, the company has complied with its regulatory obligations and ensured transparency for investors.

Strategic Rationale Behind the Amalgamation

While the disclosure primarily focuses on procedural aspects, mergers in the jewellery industry are generally driven by strategic considerations such as:

• Operational synergy

• Cost efficiency

• Market expansion

• Brand consolidation

• Financial restructuring

The amalgamation of Narbada Gems with Uday Jewellery Industries Limited may lead to:

• Unified brand positioning

• Improved operational efficiency

• Enhanced distribution network

• Better financial strength

Consolidation in the jewellery sector often helps companies compete more effectively in domestic and export markets.

Impact on Stock Exchange Listing

Post effectiveness of the Scheme:

• Narbada Gems may be delisted as a separate entity.

• Shares of Uday Jewellery Industries Limited will represent the merged business.

• Trading in Narbada Gems shares may be suspended before record date or as per exchange guidelines.

Investors should closely follow exchange notifications regarding trading suspension, last trading date, and corporate action timeline.

Legal Framework: Sections 230–232 of Companies Act

The Scheme has been approved under Sections 230 to 232 of the Companies Act, 2013, which govern:

• Compromise and arrangement with creditors and members.

• Reconstruction and amalgamation of companies.

These provisions ensure:

• Fair treatment of stakeholders.

• Transparent approval process.

• Judicial oversight through NCLT.

The involvement of NCLT ensures that the merger is legally sound and protects the interests of minority shareholders.

What Should Investors Do Now?

Shareholders of Narbada Gems should:

1. Verify their shareholding as of the Record Date.

2. Ensure demat account details are correct.

3. Track updates from the company and exchanges.

4. Consult financial advisors if needed.

Long-term investors should evaluate the fundamentals of the Transferee Company, as their investment will continue under Uday Jewellery Industries Limited.

Broader Implications for Jewellery Industry

The jewellery industry in India is highly competitive and fragmented. Consolidation through mergers can:

• Strengthen balance sheets.

• Improve supply chain integration.

• Increase export competitiveness.

• Enhance brand value.

This amalgamation could be part of a broader trend of corporate restructuring in the sector.

Corporate Governance and Transparency

The company has demonstrated transparency by:

• Informing exchanges immediately.

• Clearly specifying record date.

• Sharing details of NCLT approval.

• Notifying depositories and RTA.

Such timely disclosures enhance investor confidence and uphold corporate governance standards.

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