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Callista Industries LtdIndustry : Trading
BSE Code:539335NSE Symbol: Not ListedP/E(TTM):0
ISIN Demat:INE714Q01014Div & Yield %:0EPS(TTM):0
Book Value(Rs):-2.8202435Market Cap ( Cr.):28.11Face Value(Rs):10
    Change Company 
- Current Tax - -
- Previous Tax - -
- Deferred Tax Asset - -
- MAT Credit Entitlement - -
Profit After Tax (63.12) (15.43)
Other Comprehensive Income (net of tax) - -
Total Comprehensive Income for the year (63.12) (15.43)

2. FINANCIAL HIGHLIGHTS:

During the year ended 31 st March 2025, Operational Revenue including other income was 0.04/- Lakhs and Profit / (Loss) Before Tax was (63.12)/- Lakhs v/s nil revenue in previous year while Net Profit / (Loss) for the financial year ended 31 st March, 2025 was (63.12)/- Lakhs v/s (15.43)/- Lakhs in previous year. Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc. A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. BUSINESS OPERATIONS:

The Company has added the object of flexible packaging and trading business, which is expected to provide better scalability, diversification, and value creation for all stakeholders. The alteration of the main objects was subsequently placed before the shareholders for their approval and was duly approved at the Annual General Meeting of the Company held on 18 th February, 2025.

4. DIVIDEND:

During the Financial year 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE:

The Board does not propose to transfer any amount to reserves during the Financial Year 2024-

25.

6. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7. SHARE CAPITAL:

Particulars As at 31 st March, 2025 As at 31 st March, 2024
Number of Shares Amount Number of Shares Amount
Authorised Capital: 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000
Equity Shares of Rs 10/- each
Issued, Subscribed & Paid-Up Capital: 30,46,588 3,04,65,880 30,46,588 3,04,65,880
Equity Shares of Rs 10/- each

After the closure of Financial Year in the Board meeting held on 05 th November, 2025 the Board has approved to Increase the Authorised Share Capital of the company from Rs. 10,00,00,000 to Rs. 55,00,00,000 subject to approval of Members of the company in the ensuing Annual general Meeting.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given

in the notes forming part of the financial statements.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary and Associate companies.

No company has become or ceased to be the Company ' s subsidiaries and associate companies

during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31 st March, 2025, the Company ' s Board had five directors comprising of two Executive Director including one Woman Director and three Non-Executive Non Independent Directors including one Woman Director. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company ' s business for effective functioning.

Appointment/ Cessation/ Change in Designation of Directors/ KMP:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and

Articles of Association of your Company the following changes occurred in the Company's Board:

1. Mr. Mahendra Kumar Banwarilal Sharma, appointed as an Additional Director (Executive) of the company w.e.f 26 th October, 2024.

2. Mr. Prince Sanjay Jha, appointed as an Additional Director (Non-Executive) of the company w.e.f 26 th October, 2024.

3. Mr. Keshari Nandan, appointed as an Additional Director (Non-Executive) of the company w.e.f 26 th October, 2024.

4. Mr. Ashish Gandhi, has resigned from the position of Chief Financial officer and whole time Director of the company w.e.f 26 th October, 2024.

5. Mr. Abhishek Johri, has resigned from the position of Director of the company w.e.f 26 th October, 2024.

6. Mr. Chetan Malik, has resigned as Company Secretary and Compliance Officer w.e.f. 08 th November, 2024.

7. Ms. Binita Shah, appointed as Director (Non- Executive) of the company w.e.f 14 th November, 2024.

8. Mr. Mahendra Kumar Banwarilal Sharma, appointed as Chief Financial Officer of the company w.e.f. 14 th November, 2024.

9. Mr. Navnath Shalik Patil, appointed as Company Secretary and Compliance Officer w.e.f. 25 th February, 2025.

Other than the above, there has been no change in the constitution of Board during the year under review.

After the closure of Financial Year the following changes were took place in the Board of the Company:

1. Mr. Prince Sanjay Jha, Director of the company resigned from the Boad w.e.f. 14 th May, 2025

2. Mr. Keshari Nandan, Director of the company resigned from the Boad w.e.f. 14 th May, 2025

3. Mr. Tejas Darji, Director of the company resigned from the Boad w.e.f. 14 th May, 2025

4. Mr. Deep Shah, Appointed as the Additional Director in Independent Category w.e.f. 08 th October, 2025

5. Mr. Sachin Singh, Appointed as the Additional Director in Independent Category w.e.f. 08 th October, 2025

6. Mrs. Bhawana Chouhan, Appointed as the Additional Director in Independent Category w.e.f. 08 th October, 2025

Declaration from Independent Directors:

In accordance with the provisions of Section 149(6) and 149(7) of the Companies Act, 2013, and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), every Independent Director is required to provide a declaration confirming that they meet the criteria of independence as laid down under the Act and the SEBI Listing Regulations.

The Board of Directors of the Company wishes to inform the members that, the Company has appointed Three Independent Director on 08 th October, 2025.

As a result, the Company has not received any declarations under the above-stated provisions for the financial year 2024-25.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ( ' KMPs ' ) of the

Company as per Sections 2(51) and 203 of the Act:

1. Ms. Rashmi Ravi Sharma, Managing Director.

2. Mr. Mahendra Kumar Banwarilal Sharma, Whole time director & Chief Financial Officer.

3. Mr. Chetan Malik, Company Secretary and Compliance Officer (Upto 07 th November, 2024)

4. Mr. Navnath Shalik Patil, Company Secretary & Compliance officer (from 25 th February, 2025 to 31 st March, 2025)

11. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met Ten (10) times on 29 th May, 2024, 26 th June, 2024, 26 th October, 2024, 07 th November, 2024, 14 th November, 2024, 13 th January, 2025, 22 nd January, 2025, 01 st February, 2025 and 11 th March, 2025, 25 th March, 2025. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of the Director Category No. of Board Meetings attended Last AGM Attend ed No. of Directorships in listed Entities and Committee Memberships and Chairmanships of shares (including the Company) Number held in the Company
Directorship Committee Chairmanship Membership
Ms. Rashmi Ravi Sharma Managing Director & Promoter 9 Yes 1 0 1 6,71,766
Ms. Binita Devang Shah Non- Executive Non Independen t Director 9 Yes 1 0 0 -
Mr. Mahendra Kumar Banwarilal Sharma Whole time Director & Executive Director 7 Yes 1 0 0 -
Mr. Prince Sanjay Jha Non- Executive Director 7 Yes 1 0 3 -
Mr. Keshari Nandan Non- Executive Director 7 Yes 1 0 2 -
Mr. Ashish Gandhi Non- Executive Director 2 No 0 0 0
Mr. Abhishek Johri Non- Executive Director 2 No 0 0 0

12. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting. During the year, all recommendations of the Committees of the Board have been accepted by the Board. As on 31 st March 31, 2025, the Board has constituted the following Committees:

i. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Mr. Tejas Mahesh Darji is Chairman of the Audit Committee. During the year, the committee met 5 (Five) time i.e. 29 th May, 2024, 26 th June, 2024, 07 th November, 2024, 14 th November, 2024 and 01 st February, 2025 The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Tejas Mahesh Darji Chairman Non-Executive Director 5
2 *Mr. Abhishek Johri (upto 26 th October, 2024) Member Non-Executive Director 2
3 *Mr. Prince Sanjay Jha (w.e.f 26 th October, 2024) Member Non-Executive Director 3
4 Mrs. Rashmi Ravi Sharma Member Managing Director 5

*During the period under review, the Audit Committee of the Company was reconstituted by the

Board of Directors at its meeting held on 26 th October, 2025.

The terms of reference to the Audit Committee inter alia includes:

? Oversight of Company ' s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. ? Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal. ? Approve payment to statutory auditors for any other services rendered by them. ? Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval. ? Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate. ? Review and monitor the auditor ' s independence, performance and effectiveness of audit process. ? Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting

structure coverage and frequency of internal audit, etc.

ii. Nomination and Remuneration Committee (NRC):

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration

Committee presently comprises of three members. Mr. Tejas Mahesh Darji was appointed as Chairman. During the year, the committee met 2 (Two) time i.e. 26 th October, 2024 and 25 th February, 2025 The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Tejas Mahesh Darji Chairman Non-Executive Director 2
2 *Mr. Abhishek Johri (upto 26 th October, 2024) Member Non-Executive Director -
3 *Mr. Prince Sanjay Jha (w.e.f 26 th October, 2024) Member Non-Executive Director 1
4 Mr. Keshari Nandan (w.e.f 26 th October, 2024) Member Non-Executive Director 2

*During the period under review, the Nomination and Remuneration Committee of the Company

was reconstituted by the Board of Directors at its meeting held on 26 th October, 2025.

The terms of reference to the Nomination and Remuneration Committee inter alia includes: ? The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same

is posted on the website of the company.

? Determine the compensation package of the Executive Directors, Secretary and other senior management personnel. ? Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the

Directors, Key Managerial Personnel and other employees.

? Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors. ? Devise a policy on diversity of Board of Directors. ? Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of

Directors their appointment and removal.

? Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under

Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The company has not paid any remuneration to the Non- Executive Directors during the year.

Remuneration to Executive Directors

The company has not paid any remuneration to the Executive Directors during the year.

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of 3 (Three) members. Mr. Tejas Mahesh Darji is Chairman of the committee. During the year, the committee met 5 (Five) time i.e. 29 th May, 2024, 26 th June, 2024, 07 th November, 2024, 14 th November, 2024 and 01 st February, 2025The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Tejas Mahesh Darji Chairman Non-Executive Director 5
2 *Mr. Abhishek Johri (upto 26 th October, 2024) Member Non-Executive Director 2
3 *Mr. Prince Sanjay Jha (w.e.f 26 th October, 2024) Member Non-Executive Director 3
4 *Mr. Keshari Nandan (w.e.f 26 th October, 2024) Member Non-Executive Director 3

*During the period under review, the Stakeholder Relationship Committee of the Company was

reconstituted by the Board of Directors at its meeting held on 26 th October, 2025.

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Purva Sharegistry (India) Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

Compliance Officer:

Mr. Navnath Patil, Company Secretary & Compliance Officer pursuant to Regulation 6 of the SEBI

(LODR) Regulations, 2015 with effect from 25 th February, 2025

Details of complaints received and resolved during the year:

Complaints pending as on April 1, 2024 NIL
Number of Share holders \u2019 complaints received during the year 3
Number of complaints resolved during the year 3
Number of complaints not solved to the satisfaction of shareholders NIL
Number of pending complaints as on March 31, 2025 NIL

The above table includes Complaints received from SEBI SCORES/ BSE by the Company

13. INDEPENDENT DIRECTORS ' MEETING:

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors is required to be held during the financial year to, inter alia, review the performance of the Board, its committees, and the Chairperson, and to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board. The Company is in the process of identifying and appointing qualified Independent Directors in order to comply with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

14. BOARD EVALUATION:

The Board has adopted a formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation process was carried out through a structured framework covering various aspects of the Board ' s functioning such as the composition of the Board and its Committees, experience and competencies, performance of specific roles and responsibilities, level of engagement at meetings, independent judgment, and governance practices.

15. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company.

The Board is also updated on the operations, key trends and risk universe applicable to your

Company ' s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

16. DIRECTORS ' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit

Committee, the Board is of the opinion that the Company ' s internal financial controls were

adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that- i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of financial year and of the loss of

the Company for the year; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

18. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a

' Annexure A ' .

20. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as

on 31 st March, 2025 is available on the Company ' s website https://callistaindustries.com/.

22. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation

23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ( ' RPT ' ) Policy. All related party transactions ( ' RPT ' ) entered into during the financial year 2024-25 were in accordance with the Company ' s RPT Policy and on an arms ' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

23. STATUTORY AUDITORS & AUDITORS ' REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. Ramanand & Associates, Chartered Accountants (ICAI Firm Registration No. 117776W) are the Statutory Auditors of the Company, as per their appointment at the 32nd AGM of the Company held on 28th September,2021 for a period of 5 (five) years. The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018. M/s. Ramanand & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors ' Report are self-explanatory and therefore do not call for any further comments.

24. SECRETARIAL AUDITORS & AUDITORS ' REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reappointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as ' Annexure-B ' of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, (C. P. No. 14596); (Peer Reviewed Firm- 2458/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company. Reply to the Remarks mentioned in the Secretarial Audit Report:

Sr.no Particulars Reply from Management
01 The Company has failed to pay statutory dues such as Annual Listing Fees and other charges as applicable to the BSE Limited (BSE) in the manner specified by the Board or BSE Limited (BSE). The Company acknowledges the delay in payment of statutory dues such as Annual Listing Fees and other applicable charges to BSE Limited. The delay was unintentional and primarily due to financial constraints faced during the relevant period. The Company has since initiated steps to regularize all outstanding dues at the earliest.
02 The Un-audited Standalone Financial Results of the Company for the quarter ended 30 th June, 2024 is filed on 07 th November, 2024 with a delay of 84 days respectively. The delay in filing the Un-audited Standalone Financial Results for the quarter ended 30th June, 2024 was due to the extended audit and reconciliation process required to ensure accuracy of financial data. The results have since been filed with BSE on 7th November, 2024.
03 The Company doesn \u2019 t have mandatory numbers of Independent Directors on Board as per the requirement of applicable laws & regulations. The Company acknowledges the non- compliance with respect to the composition of the Board and the shortfall in the number of Independent Directors as required under the applicable provisions. The Company is in the process of identifying suitable candidates to be appointed as Independent Directors to ensure compliance at the earliest. After the closure of financial year the company has appointed three independent Directors.
04 The Company had filed the Reconciliation of Share Capital Audit Report under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 30 th June, 2024 and 30 th September, 2024 with a delay of 188 days and 95 days respectively. The delay in filing for the quarters ended 30th June, 2024 and 30th September, 2024 was inadvertent. The said reports have now been filed, and the Company is taking measures to ensure timely submission going forward.
05 The company had filed the shareholding pattern under Regulation 31(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 30 th June, 2024 and 30 th September, 2024 with a delay of 110 days and 18 days respectively. The delay in filing for the quarters ended 30th June, 2024 and 30th September, 2024 was due to administrative delays. The Company has since filed the requisite reports and is strengthening its compliance monitoring process.
06 The company had filed the Corporate Governance Report under Regulation 27(2) of the the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 30 th June, 2024 and 30 th September, 2024 with a delay of 105 days and 13 days respectively. The delay in filing for the quarters ended 30th June, 2024 and 30th September, 2024 occurred due to restructuring at the management level and related documentation issues. The filings have now been completed, and necessary systems are being put in place to prevent recurrence.
07 The company had filed the Statement of Grievance Redressal Mechanism under Regulation 13(3) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 30 th June, 2024 and 30 th September, 2024 with a delay of 110 days and 18 days respectively. The delay in submission of the Statement of Investor Complaints under Regulation 13(3) for the quarters ended 30th June, 2024 and 30th September, 2024 was unintentional and caused by procedural oversight. The required statements have now been duly filed.
08 The Company failed to comply with the provisions of SDD Compliance as prescribed under SEBI (PIT) Regulations, 2015 for the Quarter ended 30 th June, 2025 and 30 th September, 2025. The non-compliance relating to Structured Digital Database (SDD) requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 for the quarters ended 30th June, 2025 and 30 th September, 2025 is noted.
09 The company had failed to file the Certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 30 th June, 2024 and 30 th September, 2024. The delay in filing Certificates for the quarters ended 30th June, 2024 and 30th September, 2024 was due to inadvertent oversight. The same has been rectified and the reports have been filed.

25. INTERNAL AUDITORS & AUDITORS ' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Mr. Himanshu

Parmar, as the Internal Auditor of the Company for financial year 2024-2025.

The observations made in the Internal Auditors ' Report are self-explanatory and therefore do not

call for any further comments.

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as ' Annexure C ' to this Report.

27. SEXUAL HARASSMENT POLICY:

The Company ' s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ( ' POSH

Act ' ). Further the company has complied with the Provision under the POSH Act relating to the

Framing of an anti sexual Harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on Sexual harassment during the Year under review OR the following is a summary of complaints received and resolved during the reporting period.

a. Number of complaints of Sexual Harassment received in the Year Nil
b. Number of Complaints disposed off during the year Nil
c. Number of cases pending for more than ninety days Nil

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company ' s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company ' s website at the

https://callistaindustries.com/.

29. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the

Financial Year 2024-25. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC .

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

31. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company ' s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

32. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ( ' Code ' ) to regulate, monitor and report trading in Company ' s shares by Company ' s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ( ' UPSI ' ). The Code covers Company ' s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

33. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31 st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

34. MATERIAL CHANGES AND COMMITMENTS:

During the year under review and till the date of this Report, the following material changes and

commitments have occurred:

i. Change in Object Clause of the Company:

Keeping in view the strategic vision of the Board of the company at its meeting held on 13 th January, 2025, approved the proposal to alter the objects clause of the Company under the provisions of Section 13 of the Companies Act, 2013. The alteration was subsequently approved by the members of the Company through Special Resolution passed in the Annual General Meeting held on 18 th February, 2025.

ii. Change in Address at which the books of account are to be maintained:

The Company has changed the address for maintaining its Books of Account and other

relevant books and papers. The books are now maintained at ' 5C 2A, Gundecha Oncleave,

Kherani Road, Sakinaka, Andheri East, Mumbai 400072 ' .

35. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

36. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators and/or courts or tribunals

during the year.

38. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

39. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

40. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name

of the company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

42. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 RULE 11 OF THE COMPANIES ACT, 2013:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31 st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the Year for all relevant transactions recorded in the Software.

Further during the course of our audit we did not come across any instance of audit Trail feature

being tampered with.

44. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014- RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations. The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

45. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Registered Office: By Order the Board of Directors,
Callista Industries Limited
(formerly known as CHPL Industries limited)
CIN: L65921GJ1989PLC098109 Sd/-
Shop No 9 GF A Wing P.N53, Mile Stone Rashmi Ravi Sharma
Complex Ta- Bardoli Surat Bardoli 394602. Managing Director
Tel. No. Date:
Email address: chplindustries@gmail.com Place: Mumbai
Website: https://callistaindustries.com/