Key Dates and Events

  • 37th Annual General Meeting: Thursday, 3rd September 2026 at 02:00 PM through Video Conferencing/Other Audio Visual Means
  • Cut-off date for voting: Thursday, 27th August 2026
  • Book Closure Period: 27th August 2026 to 3rd September 2026 (both days inclusive)
  • E-voting Commencement: 30th August 2026 at 09:00 AM through NSDL platform
  • E-voting Conclusion: 2nd September 2026 at 05:00 PM

Financial Performance (FY 2025-26)

  • Revenue from Operations: ₹0 lakh (previous year: ₹0 lakh)
  • Other Income: ₹71.56 lakh (previous year: ₹0.04 lakh)
  • Total Expenses: ₹71.87 lakh (previous year: ₹63.15 lakh)
  • Profit Before Tax: (₹0.31) lakh (previous year: (₹63.12) lakh)
  • Net Profit/Loss: (₹0.31) lakh (previous year: (₹63.12) lakh)
  • Total Comprehensive Income: (₹0.31) lakh (previous year: (₹63.12) lakh)
  • Earnings Per Share: -₹0.01 (previous year: -₹2.07)

Share Capital Structure

  • Authorized Capital: ₹10,00,00,000 divided into 1,00,00,000 equity shares of ₹10 each (proposed to be increased to ₹29,00,00,000)
  • Issued, Subscribed & Paid-up Capital: ₹3,04,65,880 divided into 30,46,588 equity shares of ₹10 each

AGM Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY ended 31st March 2026

2. Re-appointment of Ms. Binita Shah (DIN: 08483914) who retires by rotation

3. Appointment of M/s. B.K.G & Associates, Chartered Accountants (Firm Registration No.: 114852W) as Statutory Auditors for 5 years from conclusion of 37th AGM to 42nd AGM

Special Business

4. Increase in Authorized Share Capital: From ₹10 crore to ₹29 crore to facilitate preferential issue

5. Alteration of Memorandum of Association: Clause V to be amended to reflect new authorized capital

6. Shifting of Registered Office: From Gujarat to Maharashtra (Special Resolution)

7. Alteration of Registered Office Clause: Clause II of MOA to be amended (Special Resolution)

8. Approval of Material Related Party Transactions: For loans aggregating to ₹6 crore from:

  • Mrs. Rashmi Ravi Sharma (Managing Director): ₹2 crore
  • Mr. Ravi Jabbar Sharma (Relative of Director): ₹2 crore
  • M/s. Rmysa Wellness and Lifecare Private Limited: ₹2 crore

Preferential Issue Details

  • Original Proposal (14th Nov 2025): 3,37,50,000 Convertible Warrants + 12,50,000 Equity Shares = ₹35 crore
  • Revised Proposal (19th Jun 2026): 2,12,50,000 Convertible Warrants + 56,50,000 Equity Shares = ₹26.9 crore
  • In-principle approval received from BSE on 19th June 2026
  • Mr. Ravi Sharma holds 16,00,000 convertible warrants yet to be exercised

Related Party Transactions (Approval Sought)

The company seeks omnibus approval for FY 2026-27 for:

1. Mrs. Rashmi Ravi Sharma: Managerial remuneration ₹12 lakh + Loan ₹194 lakh = ₹206 lakh

2. Mr. Ravi Sharma: Loan ₹200 lakh (interest-free, unsecured, repayable on demand)

3. Rmysa Wellness and Lifecare: Loan ₹200 lakh (interest-free, unsecured, repayable on demand)

Corporate Actions During FY 2025-26

Board Changes:

  • Resignation of Mr. Keshari Nandan and Mr. Tejas Darji (14th May 2025)
  • Re-appointment of Mrs. Rashmi Sharma as Managing Director (12th August 2025)
  • Resignation of Mr. Prince Jha (12th August 2025)
  • Appointment of Mr. Deep Shah and Mr. Sachin Singh as Independent Directors (8th October 2025)
  • Appointment of Mrs. Bhawana Chouhan as Independent Director (8th October 2025, resigned 11th February 2026)
  • Resignation of Mr. Mahendra Sharma (CFO & Whole-time Director) and Mr. Navnath Patil (Company Secretary) on 14th November 2025
  • Appointment of Mrs. Rashmi Sharma as CFO (14th November 2025)
  • Appointment of Ms. Khushboo Bidawatka as Company Secretary (23rd February 2026)

Other Significant Events:

  • Revocation of trading suspension by BSE effective 19th August 2025
  • Change of name from CHPL Industries Limited to Callista Industries Limited
  • Expansion into flexible packaging and trading activities
  • Initiation of process to establish a subsidiary

Regulatory Compliance Status

  • Secretarial Audit Report by M/s. Nidhi Bajaj & Associates noted three non-compliances:

1. Delay in holding 36th AGM (held on 15th December 2025 instead of by 30th September 2025)

2. Delay in appointment of Independent Directors

3. Delay of 12 days in appointing Company Secretary after previous resignation

  • Statutory Auditors: M/s. Ramanand & Associates completed their term
  • Internal Auditor: Ms. Binita Shah appointed for FY 2025-26

Financial Position as on 31st March 2026

Assets:

  • Loans: ₹145.00 lakh (Previous year: ₹54.06 lakh)
  • Trade Receivables: ₹67.26 lakh (Previous year: ₹0)
  • Cash and Cash Equivalents: ₹0.08 lakh (Previous year: ₹0.39 lakh)
  • Total Assets: ₹212.34 lakh (Previous year: ₹74.28 lakh)

Liabilities:

  • Loans from related parties: ₹258.63 lakh (Previous year: ₹137.33 lakh)
  • Other current liabilities: ₹26.29 lakh (Previous year: ₹13.43 lakh)
  • Provisions: ₹5.46 lakh (Previous year: ₹1.26 lakh)
  • Total Equity: (₹78.05) lakh (Previous year: (₹77.74) lakh)

Voting Arrangements

  • Remote e-voting through NSDL platform from 30th August to 2nd September 2026
  • Physical attendance dispensed with as per MCA circulars
  • Scrutinizer: M/s. Nidhi Bajaj & Associates
  • Results to be declared within 48 hours of AGM conclusion

Forward-looking Statements

  • Company entered new phase after revocation of trading suspension
  • Focus on exploring new opportunities, improving operational efficiency
  • Strengthened financial position through preferential issue
  • Plans to expand business operations through subsidiary establishment