Narbada Gems and Jewellery Ltd

Scheme Overview ️

• Amalgamation of Narbada Gems and Jewellery Limited into Uday Jewellery Industries Limited.
• NCLT Hyderabad bench sanctioned the scheme on January 21, 2026.
• Scheme effective upon filing certified NCLT order with Registrar of Companies.

Shareholder Impact

• Shareholders of the transferor company to receive equity shares of the transferee company per scheme.
• Record date for share allotment eligibility set as February 27, 2026.
• Transferor company’s board approved the record date following NCLT order.

Scheme of Arrangement

• Board approved filing E-Form INC-28 for Scheme of Arrangement for Amalgamation.
• NCLT Hyderabad Bench approved Scheme on 21st January 2026.
• Record Date fixed as 27-02-2026 for share allotment under Scheme of Arrangement.

Corporate Actions

• Board took note of Kotak Mahindra Bank No-Due Certificate and Form CHG-4 filing for charge satisfaction.
• Board authorized Managing Director, Director, and CFO to implement Scheme operationally.

Governance

• Board took note of reconstitution of Internal Complaints Committee under Sexual Harassment Act.

🗓️ Meeting Details

• Board meeting scheduled for 12th February 2026 at the registered office in Hyderabad, Telangana.

📍 Key Decisions

• Approval for filing E-Form INC-28 to implement the Scheme of Arrangement for Amalgamation.
• Fixing record date for allotment of shares of Uday Jewellery Industries Limited under the amalgamation scheme.
• Noting Kotak Mahindra Bank No-Due Certificate and filing of Form CHG-4 for charge satisfaction.
• Noting reconstitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace Act.
• Authorization for directors/KMPs to take necessary actions for effective implementation of the amalgamation scheme.

Financial Performance 📊

• Q3 FY2026 revenue from operations: Rs 2,231.02 lakh, down 15.2% QoQ, up 3.7% YoY.
• 9M FY2026 revenue from operations: Rs 6,941.15 lakh, up 9.2% YoY.
• Q3 FY2026 profit before tax: Rs 250.02 lakh, down 37.7% QoQ, up 26.7% YoY.
• Q3 FY2026 profit after tax: Rs 183.17 lakh, down 38.9% QoQ, up 24.3% YoY.
• 9M FY2026 profit after tax: Rs 715.91 lakh, up 74.4% YoY.
• Basic and diluted EPS Q3 FY2026: Rs 0.87 per share, down from Rs 1.42 last quarter.

Expenses & Costs 📊

• Q3 FY2026 cost of material consumed: Rs 2,609.93 lakh, up 37% QoQ, up 47% YoY.
• 9M FY2026 cost of material consumed: Rs 6,201.31 lakh, up 25.9% YoY.
• Q3 FY2026 total expenses: Rs 2,005.32 lakh, down 10.2% QoQ, up 2.2% YoY.
• Q3 FY2026 employee benefits expense: Rs 9.11 lakh, down sharply QoQ and YoY.
• Q3 FY2026 finance cost: Rs 61.15 lakh, stable QoQ and YoY.
• Q3 FY2026 other expenses: Rs 85.11 lakh, up 25% QoQ, up 18% YoY.

Working Capital & Balance Sheet 🗒️

• Stock-in-trade decreased by Rs 892.24 lakh in Q3 FY2026 versus increase last quarter.
• Paid-up equity share capital: Rs 2,115.73 lakh (face value Rs 10).

Audit & Compliance 🗒️

• Statutory auditors issued an unmodified limited review report for Q3 and 9M FY2026 results.

Business Model 🗒️

• Company operates in a single segment; no segment-wise disclosure provided.

Financial Performance

• Board approved unaudited standalone financial results for quarter and nine months ended 31 Dec 2025.
• Standalone revenue from operations for quarter ended 31 Dec 2025 was Rs. 2,237.02 lakhs; net profit after tax Rs. 183.17 lakhs.
• Earnings per share (basic and diluted) for quarter ended 31 Dec 2025 stood at Rs. 0.87.
• Statutory auditors issued unmodified opinion on standalone unaudited financial results for quarter and nine months ended 31 Dec 2025.

Regulatory and Compliance ️

• NCLT Hyderabad sanctioned Scheme of Arrangement for amalgamation between Narbada Gems & Jewellery Ltd and Uday Jewellery Industries Ltd.
• Related party transactions for quarter ended 31 Dec 2025 taken on record.
• Board noted statutory compliances under SEBI regulations for quarter ended 31 Dec 2025.

Reports and Reviews

• Limited review report on unaudited financial results for quarter and nine months ended 31 Dec 2025 taken on record.
• Internal audit report for quarter and nine months ended 31 Dec 2025 noted by the Board.

🗓️ Meeting Details

• Board meeting scheduled for 3 February 2026 at registered office, Hyderabad, Telangana.

📊 Financial Results

• Approval of unaudited standalone and consolidated financial results for quarter and nine months ended 31 December 2025.
• Review and approval of Limited Review Report on unaudited financial results for same period.

📍 Governance and Compliance

• Review and recording of Related Party Transactions for quarter and nine months ended 31 December 2025.
• Recording order by National Company Law Tribunal sanctioning Scheme of Arrangement for amalgamation dated 21 January 2026.
• Noting minutes of Audit Committee, Independent Directors, Stakeholders Relationship, and CSR Committee meetings.

Scheme Overview and Purpose

• Amalgamation of two related jewellery companies under common management.
• Transferor company merged into transferee company with appointed date April 1, 2024.
• Aims to simplify structure, reduce costs, optimize resources, and enhance shareholder value.

Key Terms and Approvals

• Transaction type: Amalgamation at arm’s length between related parties.
• NCLT Hyderabad approved scheme on January 21, 2026.
• Shareholders and creditors approved scheme via e-voting and EGM.
• Effective upon filing certified NCLT order with Registrar of Companies.

Financial Impact

• Share exchange ratio: 4,623 shares issued by transferee per 10,000 shares of transferor.
• Transferor’s authorized capital merged into transferee’s authorized capital.
• No adverse impact on net worth post-amalgamation.
• Accounting follows Indian Accounting Standard 103 (Pooling of Interest Method).

Stakeholder Impact

• Transferor company dissolved without winding up upon scheme effectiveness.
• Transferor’s employees continue with transferee on same terms, no retrenchment.
• All assets, liabilities, rights, and obligations transferred to transferee company.
• Legal proceedings against transferor continue against transferee.
• Creditors’ rights protected; no objections received.

Status and Next Steps

• Awaiting certified NCLT order copy for Registrar filing.
• Transferee to pay differential stamp duty and fees on capital increase.
• Companies to comply with statutory requirements and preserve records post-sanction.