Vellora Impact Limited (formerly known as Pratiksha Chemicals Limited) has received in-principle approval from BSE Limited for its proposed rights issue of fully paid-up equity shares. The exchange granted this permission via a letter dated October 7, 2026, allowing the company to use the BSE name in its Letter of Offer.

The approval follows the company's application submitted on July 30, 2026. BSE stated that the scrutiny was conducted for the limited internal purpose of granting permission to use the exchange's name. The letter explicitly clarifies that BSE does not warrant, certify, or endorse the correctness or completeness of any contents in the Letter of Offer.

Conditions for listing and compliance

The exchange outlined several mandatory conditions that Vellora Impact must satisfy before finalizing the offer documents and proceeding with the listing. These requirements ensure regulatory adherence and investor protection.

• Record date notice: The company must fix a record date and provide at least three working days' advance notice to the exchange.
• Price disclosure: The rights issue price must be disclosed to the exchange at least three working days prior to the record date.
• Dematerialization: The company must enter into agreements with all depositories and offer investors the option to receive allotments in dematerialized form.
• Compliance officer: A qualified Company Secretary must be appointed as the Compliance Officer in accordance with Regulation 6(1) of the SEBI (LODR) Regulations, 2015.
• Secretarial audit: A certificate confirming ODI compliance from the Secretarial Auditor is required before filing the listing application.

Disclaimer and liability clauses

BSE emphasized that the permission granted does not imply clearance or approval of the Letter of Offer by the exchange. The disclaimer clause mandated by BSE states:

"It is to be distinctly understood that the permission given by the Exchange should not in any way be deemed or construed that the letter of offer has been cleared or approved by BSE Limited, nor does it certify the correctness or completeness of any of the contents of the letter of offer."

The exchange further noted that it takes no responsibility for the financial soundness of the company, its promoters, or management. Investors are advised to conduct independent inquiry and analysis before applying for securities.

Regulatory framework and next steps

The approval is issued under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Vellora Impact is responsible for all disclosures made in or omitted from the offer documents. Any non-disclosure, suppression, or misstatement of information will result in sole responsibility lying with the company.

Prior to filing the listing application, the company must comply with Section 186 and Section 188 of the Companies Act, 2013, as well as Regulation 23 of the SEBI (LODR) Regulations, 2015. Additionally, the Basis of Allotment for the rights securities must be approved by the Designated Stock Exchange, even in cases of under-subscription.

Vellora Impact Limited shareholders rejected all seven ordinary resolutions passed at its 35th Annual General Meeting held on September 30, 2026. The voting results, disclosed on October 2, 2026, show that proposals for financial statement adoption and director reappointments failed to secure the requisite majority.

The meeting, convened in Ahmedabad, Gujarat, was chaired by Sumit Harjibhai Gol. Despite the board's recommendations, the scrutiny report indicated that 55.77% of valid votes cast were against the resolutions, while only 44.23% were in favour. This outcome applies uniformly across all agenda items, including the appointment of statutory auditors and changes to the authorised share capital.

Voting results and participation

The rejection of all resolutions stems from a significant lack of promoter participation and a majority opposition from public shareholders who voted. The scrutinizer's report highlights that the promoter and promoter group, holding 174,029 shares, cast zero votes in any category (e-voting or poll). Consequently, the entire voting base consisted of public non-institutional shareholders.

Out of 6,352 total shareholders on record as of September 23, 2026, only 18 individuals participated via e-voting. Of these, 16 members voted in favour, casting 48,746 votes, while 2 members voted against, casting 61,463 votes. No votes were cast through physical poll or postal ballot forms.

Governance and capital structure implications

The failure to pass these resolutions creates immediate governance and compliance challenges for the company. The reappointment of Sumit Harjibhai Gol as Managing Director was not approved, leaving his position subject to further regulatory review or potential vacancy. Similarly, the appointment of M/s Kapil Kumar Agarwal & Associates Chartered Accountants as Statutory Auditors was rejected, necessitating an alternative auditor appointment process.

Additionally, the resolutions regarding the regularisation of directors Shivrajsinh Haishchandrasinh Chudasama and Priya Nitinkumar Tomar did not pass. The company also failed to approve the increase in Authorised Share Capital and the rescission of a previous February 2026 resolution on the same matter. These failures indicate a disconnect between the board's proposed corporate actions and the shareholders' approval, particularly among those who exercised their voting rights.

What the numbers show

The voting pattern reveals a critical dependency on promoter support for passing ordinary resolutions. With promoters holding approximately 3.1% of the outstanding shares (174,029 out of 5,570,340) but abstaining entirely, the outcome was determined solely by a small subset of public shareholders. The two dissenting members controlled a larger block of votes (61,463) than the sixteen supporting members (48,746), highlighting how concentrated voting power can override broader shareholder consensus when major stakeholders abstain.