Vellora Impact Limited has launched a postal ballot process to seek shareholder consent for a significant increase in its authorised share capital, aiming to facilitate a proposed rights issue. The company plans to raise its authorised capital from ₹7,50,00,000 to ₹77,50,00,000 by creating 7,00,00,000 additional equity shares of ₹10 each. This strategic adjustment requires the rescission of a previous special resolution passed on February 20, 2026, allowing the Board to align the capital structure with revised requirements for the upcoming rights offering.

The remote e-voting period for shareholders begins on August 6, 2026, at 9:00 A.M. (IST) and concludes on September 4, 2026, at 5:00 P.M. (IST). Voting rights are determined by shareholding as recorded in the Register of Members or List of Beneficial Owners maintained by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as of the cut-off date, July 31, 2026. The company has engaged NSDL to provide the remote e-voting facility, ensuring that only members holding shares on the record date can cast their votes electronically.

Key Resolutions and Capital Structure

The Board of Directors, meeting on July 30, 2026, approved two primary resolutions for shareholder consideration. The first involves rescinding the ordinary resolution passed at the Extra Ordinary General Meeting held on February 20, 2026, which had previously approved an increase in authorised share capital and altered Clause V of the Memorandum of Association. The second resolution seeks approval to increase the authorised share capital to ₹77,50,00,000, divided into 7,75,00,000 equity shares of ₹10 each.

The additional shares will rank pari passu with existing equity shares. Upon approval, Clause V of the Memorandum of Association will be substituted to reflect the new authorised capital limit. The Board has authorised the Company Secretary and directors to file necessary forms with the Registrar of Companies and other statutory authorities to effectuate these changes.

Voting Process and Scrutiny

Ms. Shubhangi Rajkumar Agarwal, Practising Company Secretary, has been appointed as the scrutinizer to ensure a fair and transparent voting process. Shareholders can vote via the NSDL e-voting system using their demat account credentials or physical folio details. Institutional shareholders must submit scanned copies of board resolutions or authority letters to the scrutinizer. The results of the postal ballot, along with the scrutinizer’s report, will be declared on or before September 6, 2026, and communicated to BSE Limited.

Regulatory Compliance

The postal ballot notice is issued pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014. It also complies with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meetings (SS-2). No directors or key managerial personnel have a financial interest in the resolutions beyond their respective shareholdings.

Vellora Impact Limited reported a net profit of ₹7.90 crore for the quarter ended June 30, 2026, reversing a net loss of ₹2.11 crore in Q1FY26. The company’s revenue from operations jumped to ₹141.92 crore, compared to ₹1.17 crore in the preceding quarter and ₹1.17 crore in the corresponding period last year. This performance reflects the company’s strategic shift from chemical manufacturing to information technology and agriculture services, with management citing a significant revenue-generating contract secured in Q4FY26 as a key driver for future operations.

The Board of Directors approved the unaudited financial results on July 22, 2026, in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The statutory auditor, Chandabhoy & Jassoobhoy Chartered Accountants, issued a limited review report but included a qualified opinion. The qualification stems from the company accounting for gratuity and leave encashment on a cash basis, which contradicts Ind AS 1 and Ind AS 19 standards prescribed by the Institute of Chartered Accountants of India. The auditor noted that the extent of non-compliance in terms of value is not ascertainable.

Financial Performance Breakdown

The company’s financials show a distinct separation between its discontinued chemical operations and new business segments. Total income stood at ₹141.92 crore, entirely derived from operations, as other income remained negligible at ₹0.00 lakh. Expenses were primarily driven by the purchase of stock-in-trade at ₹135.66 crore, partially offset by a decrease in inventories of ₹1.94 crore.

Segment reporting reveals that the agriculture segment contributed ₹141.92 crore to revenue and generated an EBITDA of ₹7.98 crore. In contrast, the chemical segment, which was discontinued during the previous year, had previously contributed ₹1.18 crore in revenue for Q4FY26. The company’s total assets associated with the agriculture segment stand at ₹74.51 crore, matching its liabilities for that segment.

Auditor Qualifications and Business Transition

The qualified opinion also draws attention to the discontinuation of manufacturing operations in September 2025. Machinery and building structures were dismantled, with some sold as scrap and others impaired. However, assets were later sold at values better than expected, leading to a reversal of impairment losses booked in the prior year. From January 1, 2026, the company officially changed its business objective to information and technology services.

Management maintains that the audit qualifications will not have a material adverse impact on future operations or the company’s ability to continue as a going concern. They emphasize that the diversification into new business lines and the securing of significant contracts support this view. The earnings per share for the quarter stood at ₹14.19, a stark improvement from the diluted EPS of ₹(3.79) in Q1FY26.