A meeting of the Board of Directors of Kalpa Commercial Limited was held on 29th August, 2026, Saturday, commencing at 04:00 P.M. and concluding at 05:15 P.M. The Board considered, approved, and took on record the following matters:

1. 41st Annual General Meeting (AGM) Details

The 41st AGM for the Financial Year ended March 31, 2026, is scheduled to be held on Monday, September 28, 2026, at 10:00 A.M. The venue is the Registered Office of the Company at First Floor, 984 Pocket C, IFC Ghazipur Paper Market, East Delhi, Delhi, India, 110096.

2. Appointment of Scrutinizer

M/s Prakash Chander & Associates was appointed as the Scrutinizer for conducting e-voting at the 41st AGM.

3. Adoption of New Memorandum of Association (MOA)

The Board adopted a new set of MOA to align with the Companies Act, 2013, replacing the existing MOA based on the Companies Act, 1956. Key changes include:

  • The main object clause (Clause III (A)) remains unchanged except for sub-clause no. 2, which is proposed to be omitted. This sub-clause pertained to "financing industrial, individual or other enterprises within the meaning of Section 370 of the Companies Act, 1956," which is now obsolete.
  • Clause III (B) (Objects Incidental or Ancillary to the attainment of Main Objects) was altered and aligned with the provisions of the Companies Act, 2013.
  • Clause IV (Liability of Members) was replaced. The new clause states: "The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them."

4. Adoption of New Articles of Association (AOA)

The Board adopted a comprehensive new set of AOA, substituting the existing one based on the Companies Act, 1956. The change was made to bring the AOA in line with the provisions of the Companies Act, 2013, as several regulations in the existing AOA contained references to specific sections of the erstwhile Act and were no longer in conformity.

5. Resignation of Statutory Auditor

M/s SGR & Associates LLP, Chartered Accountants (Firm Registration No. 022767N), resigned as the Statutory Auditor of the Company. Their appointment began at the 39th AGM held on 29.09.2023, and their term was scheduled to expire at the conclusion of the 44th AGM in the Financial Year 2028.

The last audit report submitted was the Independent Auditor Report (Limited Review Report) on the Financial Results for the quarter ended 30.06.2026, submitted to the Stock Exchange on 10.08.2026.

The detailed reason for resignation, provided in their letter dated 28-08-2026, is "pre-occupation with other professional assignments and commitments," leading to an inability to devote the requisite time and attention to the audit engagement. The resignation is effective from 29-08-2026.

The auditor confirmed there were no other material reasons for resignation, no concerns were raised with the Audit Committee/Board of Directors prior to resignation, and all questions regarding the inability to obtain audit evidence or lack of information were marked "Not Applicable."

6. Appointment of New Statutory Auditor

To fill the casual vacancy caused by the resignation, the Board appointed M/s. ACA & Associates, Chartered Accountant Firm (FRN: 028414N), as the new Statutory Auditors. Their term will be from the date of appointment (29th August, 2026) until the conclusion of the 41st AGM.

A brief profile of M/s. ACA & Associates describes them as a Peer-Reviewed firm providing services in statutory audit, tax audit, accounting, taxation, and assurance.

The firm provided a consent letter dated 29.09.2026 (note: this date appears to be a typographical error as it is one month in the future from the board meeting; the correct date is likely 29.08.2026), certifying their eligibility and lack of disqualification under the Companies Act, 2013, and the Chartered Accountants Act, 1949.

Financial Impact

No financial impact is quantified in the disclosure.