Pursuant to First Motion application NCLT passed its order dated 13.06.2025.
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The NCLT Hyderabad Bench, via its order dated June 13, 2025 (received by the company on June 24, 2025), has allowed the First Motion Application filed jointly by Uday Jewellery Industries Ltd (Transferee Company) and Narbada Gems and Jewellery Ltd (Transferor Company) for their proposed amalgamation under Sections 230–232 of the Companies Act, 2013. The Tribunal has directed that meetings of the Equity Shareholders of both companies be convened via video conference/e-voting to approve the Scheme, while dispensing with the meetings of Secured and Unsecured Creditors as they have already given no-objection affidavits. As per the share exchange ratio, shareholders of Narbada Gems will receive 0.4623 equity shares of Uday Jewellery for every 1 share held (i.e., 4,623 shares of Uday for every 10,000 shares of Narbada), with the Appointed Date fixed as April 1, 2024. Upon the Scheme becoming effective, Narbada Gems will stand dissolved without winding up. The date and notice of the shareholder meeting will be intimated to the exchanges in due course.
This is a procedural step towards the amalgamation and not a final approval; shareholders of both companies will get a chance to vote on the Scheme. If ultimately approved, Narbada Gems shareholders will become shareholders of Uday Jewellery at the stated swap ratio. The stock may see some movement based on market perception of the merger, but no immediate dilution or change in capital structure has occurred yet.