Special resolution passed to alter the Memorandum of Association
Existing Main Object Clause (A) expanded by adding sub-clauses (2) to (11)
New business objects include: Information Technology services, trading/import/export of IT products and laminates, debt recovery agency services, gold and precious metals trading, laminate manufacturing, agri-inputs business, agricultural commodities trading, and poultry/farming activities
Other Object Clause (C) to be deleted entirely
Amendments subject to approval of Registrar of Companies
Item 2: Regularization of Mr. Kishan Rajeshbhai Mendapara as Independent Director
Special resolution passed to appoint Mr. Kishan Rajeshbhai Mendapara (DIN: 11450994) as Independent Director
Originally appointed as Additional Director on December 26, 2025
Term: Five years from December 26, 2025 to December 25, 2030
Non-executive position, not liable to retire by rotation
Declared meeting independence criteria under Section 149(6) of Companies Act, 2013
Item 3: Regularization of Ms. Khushbu Hemanshu Nadapara as Independent Director
Special resolution passed to appoint Ms. Khushbu Hemanshu Nadapara (DIN: 11386775) as Independent Director
Originally appointed as Additional Director on December 26, 2025
Term: Five years from December 26, 2025 to December 25, 2030
Non-executive position, not liable to retire by rotation
Declared meeting independence criteria under Section 149(6) of Companies Act, 2013
Item 4: Regularization of Mr. Kalpesh Kamani as Director
Special resolution passed to appoint Mr. Kalpesh Kamani (DIN: 11366816) as Director
Originally appointed as Additional Director on November 5, 2025
Designated as Executive, Non-Independent Director
Liable to retire by rotation
Item 5: Appointment of Mr. Sumit Harjibhai Gol as Managing Director
Special resolution passed to appoint Mr. Sumit Harjibhai Gol (DIN: 11367027) as Managing Director
Change in designation from Additional Director to Managing Director
Term: Three years from date of EGM conclusion
Executive Director position, liable to retire by rotation
Remuneration not exceeding ₹10,00,000 per year
Financial performance data provided for context:
2024-25: Total Revenue ₹610.82 lakh, Total Expenses ₹1142.55 lakh, PBT (₹531.73 lakh), PAT (₹766.47 lakh)
2023-24: Total Revenue ₹1034.68 lakh, Total Expenses ₹1023.23 lakh, PBT ₹11.45 lakh, PAT ₹5.30 lakh
2022-23: Total Revenue ₹996.70 lakh, Total Expenses ₹984.61 lakh, PBT ₹12.09 lakh, PAT ₹8.79 lakh
Company expects 15% improvement in productivity and profits
Item 6: Increase in Authorized Share Capital
Special resolution passed to increase authorized share capital
From ₹7,50,00,000 (75 lakh equity shares of ₹10 each) to ₹32,00,00,000 (3.2 crore equity shares of ₹10 each)
Increase of ₹24,50,00,000 by creating 2.45 crore additional equity shares
Capital Clause V of Memorandum of Association to be amended accordingly
Item 7: Increase in Borrowing Power
Special resolution passed to enhance borrowing limits
Board authorized to borrow up to ₹200 crores or aggregate of paid-up capital and free reserves, whichever is higher
Excludes temporary loans from bankers in ordinary course of business
Pursuant to Section 180(1)(c) of Companies Act, 2013
Item 8: Authorization to Create Security on Assets
Special resolution passed to authorize creation of securities on company assets
Board empowered to create mortgages, hypothecations, pledges on movable/immovable properties (present and future)
Security can be created in favor of lenders, agents, trustees for securing borrowings
Includes power to take over management in case of default events
Pursuant to Section 180(1)(a) of Companies Act, 2013
Item 9: Increase in Limits for Investments/Loans/Guarantees
Special resolution passed to enhance limits for financial activities
Board authorized to make investments, give loans, provide guarantees/securities up to ₹200 crores
Amount is over and above limits prescribed under Section 186 of Companies Act, 2013
Item 10: Change of Company Name
Special resolution passed to change company name from "Pratiksha Chemicals Limited" to "Vellora Impact Limited"
Name approved by Central Registration Centre on December 30, 2025 (valid for 60 days)
Subject to approvals from Registrar of Companies, stock exchanges, and other regulatory authorities
Memorandum and Articles of Association to be amended accordingly
Item 11: Preferential Issue of Fully Convertible Warrants
Special resolution passed to issue up to 1,70,64,840 fully convertible warrants
Issue price: ₹21.72 per warrant (₹10 face value + ₹11.72 premium)
Total issue size: Approximately ₹37,06,48,324
To be allotted to 58 allottees from public category (non-promoters)
Warrants convertible within 18 months from allotment date
25% payment upfront, 75% on conversion
Relevant date for pricing: January 21, 2026
Floor price determined as per SEBI ICDR Regulations: ₹21.72 (higher of 90-day VWAP ₹19.61 and 10-day VWAP ₹21.72)
Item 12: Preferential Issue of Equity Shares
Special resolution passed to issue 87,17,750 equity shares
Issue price: ₹21.72 per share (₹10 face value + ₹11.72 premium)
Total issue size: ₹18,93,49,530
To be allotted to 37 allottees from public category (non-promoters)
Relevant date for pricing: January 21, 2026
Shares to rank pari-passu with existing equity shares
Combined Fundraising Details (Items 11 & 12)
Total fundraising: Approximately ₹55,99,97,855
Proceeds to be used for: Repayment of loans, acquisition/investment in proposed subsidiaries, working capital requirements, general corporate purposes
No promoter/director participation in the issue
No change in control contemplated
Lock-in periods as per SEBI ICDR Regulations
Valuation report by Mr. Abhishek Chhajed (IBBI Registration No. IBBI/RV/03/2020/13674)
Financial Impact
Capital increase: Authorized share capital expanding by ₹24.5 crore
Fundraising: Approximately ₹56 crore through preferential issue
Borrowing capacity: Enhanced to ₹200 crore
Investment capacity: Enhanced to ₹200 crore
Director remuneration: Managing Director's remuneration capped at ₹10 lakh per year
Voting and Approval Requirements
All resolutions passed as special resolutions requiring shareholder approval
Certain resolutions subject to additional regulatory approvals (Registrar of Companies, stock exchanges)
