Kalpa Commercial reported a net profit of ₹61.55 lakh for the financial year ended March 31, 2026, marking a significant turnaround from a net loss of ₹273.63 lakh in FY25.

The garment and textile trading company saw its revenue from operations surge by approximately 1,017.85% year-on-year to ₹3,144.29 lakh, up from ₹281.28 lakh in the prior period. This substantial growth coincided with the resumption of trading on the stock exchange in July 2025, following the revocation of suspension on its equity shares.

Financial Performance

Total expenditure for FY26 stood at ₹3,066.72 lakh, compared to ₹592.52 lakh in FY25. Other income decreased to ₹5.60 lakh from ₹37.61 lakh in the previous year. The profit before tax was recorded at ₹83.17 lakh, with a tax expense of ₹21.62 lakh.

What the Numbers Show

The sharp divergence between revenue growth and expense management highlights operational scaling. While revenue increased more than tenfold, total expenses rose at a lower multiple, enabling the transition to profitability. However, short-term borrowings increased significantly to ₹7,521.87 lakh from ₹13.35 lakh in FY25, indicating a shift in funding strategy to support this expanded trade volume.

Corporate Governance Updates

The Board of Directors approved the appointment of M/s ACA & Associates as statutory auditors to fill a casual vacancy caused by the resignation of M/s SGR & Associates LLP. Additionally, Ms. Shruti Sethi was appointed as an Independent Director for a five-year term. The company also proposed adopting new Memorandum and Articles of Association to align with the Companies Act, 2013.

No dividend was declared for the financial year ended March 31, 2026.

Kalpa Commercial Limited has scheduled its 41st Annual General Meeting (AGM) for Monday, September 28, 2026, at 10:00 am at its registered office in Delhi. The meeting will address several key corporate governance matters, including the appointment of a new independent director and the formal ratification of a new statutory auditor.

The board appointed M/s ACA & Associates as its new statutory auditor on August 29, 2026, to fill a casual vacancy following the resignation of M/s SGR & Associates LLP. SGR & Associates cited pre-occupation with other professional assignments as the reason for stepping down.

AGM and E-voting Schedule

The board detailed the timeline for the upcoming AGM and the associated e-voting process:

• Record Date: Tuesday, September 22, 2026, is the cut-off date for determining members eligible to vote or attend the AGM.
• E-voting Period: Remote e-voting begins on Friday, September 25, 2026, at 9:00 am and ends on Sunday, September 27, 2026, at 5:00 pm.
• Share Transfer Books: The books will remain closed from September 22, 2026, to September 28, 2026 (both days inclusive).

M/s Prakash Chander & Associates was appointed as the scrutinizer for e-voting at the AGM.

Auditor Transition Details

M/s SGR & Associates LLP submitted their resignation effective August 29, 2026. The firm confirmed there were no other material reasons for the resignation besides professional commitments. Prior to resigning, they submitted the independent auditor report (limited review report) for the quarter ended June 30, 2026, to the stock exchange on August 10, 2026.

The board appointed M/s ACA & Associates, Chartered Accountants (FRN: 028414N), to hold the office until the conclusion of the 41st AGM. This interim appointment ensures audit continuity and compliance with the Companies Act, 2013. Members will approve the final appointment at the upcoming AGM for a term of five consecutive years, extending until the conclusion of the 46th AGM. The proposed fees for the firm are ₹75,000.

Appointment of Independent Director

A significant addition to the AGM agenda is the appointment of Ms. Shruti Sethi (DIN: 11347689) as an Independent Director. She was initially appointed as an Additional Director on August 10, 2026, following the completion of due diligence and background verification processes that had been pending since November 2025.

Ms. Sethi is a qualified Company Secretary with over four years of professional experience in corporate secretarial and legal compliances. Her term will be for five consecutive years, from August 10, 2026, to August 9, 2031. She is not liable to retire by rotation during her tenure.

Corporate Governance Updates

In addition to the auditor change and director appointment, the board approved several administrative updates during the meeting:

• AGM Schedule: The 41st AGM for FY26 is set for September 28, 2026, at 10:00 am at the company's registered office in Delhi.
• Scrutinizer Appointment: M/s Prakash Chander & Associates was appointed as the scrutinizer for e-voting at the AGM.
• Constitutional Documents: The board adopted new Memorandum of Association (MOA) and Articles of Association (AOA) aligned with the Companies Act, 2013.

The MOA changes primarily involved re-aligning object clauses and liability clauses with Table A of Schedule I of the new Act. Notably, the board omitted Clause III (A) (2), which related to financing industrial enterprises under the erstwhile Companies Act, 1956, as it is no longer relevant to the company's current activities.