Alteration of AOA and MOA of the company
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Shareholders of Kalpa Commercial Ltd have approved changes to the company's Memorandum and Articles of Association through remote e-voting at the AGM held on 27 September 2025. The authorized share capital is being raised from ₹15 crore (1.5 crore equity shares of ₹10 each) to ₹20 crore (2 crore equity shares of ₹10 each), creating headroom for future fund raising, business expansion, or general corporate purposes. The Articles of Association have also been updated to allow the Managing Director to also serve as Chairperson, to permit dividend distribution even in years without adequate profits, and to enable conversion of loans or debentures into equity shares.
The higher authorized capital gives the board flexibility to issue more shares in the future, which could dilute existing shareholders depending on how it is used. The new AOA provisions suggest the company is preparing for potential debt-to-equity conversions and possible dividends even during low-profit years, signalling near-term capital needs or strategic restructuring.