Directors Report of Callista Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 36^th Annual Report on the business and operations of the Callista Industries Limited (Formerly known as CHPL Industries Limited) together with the audited financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in lakhs)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	-	-
Other Income	0.04	-
Total Income	0.04	-
Total Expenses	63.15	15.43
Profit before tax (EBIDTA)	(63.12)	(15.43)
Taxation
- 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	(63.12)	(15.43)
year

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 31st March, 2025		As at 31st	March, 2024
		Number of Shares	Amount	Number of Shares	Amount
	Authorised Capital: Equity Shares of Rs 10/- each	1,00,00,000	10,00,00,000	1,00,00,000	10,00,00,000

Issued, Subscribed & Paid-Up	30,46,588	3,04,65,880	30,46,588	3,04,65,880
Capital:
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^thJune, 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.

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^thJune, 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:

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 26th October, 2024)	Member	Non-Executive Director
3	*Mr. Prince Sanjay Jha (w.e.f 26th October, 2024)	Member	Non-Executive Director	1
4	Mr. Keshari Nandan (w.e.f 26th 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^thJune, 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 26th October, 2024)	Member	Non-Executive Director	2
3	*Mr. Prince Sanjay Jha (w.e.f 26th October, 2024)	Member	Non-Executive Director	3
4	*Mr. Keshari Nandan (w.e.f 26th 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'' 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 30th June, 2024 is filed on 07th 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''t have mandatory numbers of Independent Directors on Board	The Company acknowledges the noncompliance with respect to the

	as per the requirement of applicable laws & regulations.	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 30th June, 2024 and 30th 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 30th June, 2024 and 30th 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 30th June, 2024 and 30th 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	The delay in submission of the Statement of Investor Complaints under Regulation 13(3) for the quarters ended 30th June,

	Participants) Regulations, 2018 for the quarter ended 30th June, 2024 and 30th September, 2024 with a delay of 110 days and 18 days respectively.	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 30th June, 2025 and 30th 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 30th 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 30th June, 2024 and 30th 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 th e 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 "5C2A, 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.

---

Mar 31, 2024

Board of Directors hereby present the 35^th Annual Report on the business and operations of Callista
Industries Limited (Formerly known as CHPL Industries Limited) together with the Audited Statements
of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read
with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is
summarized below: (Amount in Lakhs)

Pa rticulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue From Operations	-	-
Other Income	-	-
Total Income	-	-
Total Expenses	15.40	0.72
Profit before Exceptional Item And tax	(15.43)	(0.72)
Exceptional Item	255.78	-
Profit Before Tax	(271.85)	0.52
Taxation:
Current Tax	-	-
Previous Tax	-	-
Deferred Tax	-	-
MAT Credit Entitlement	-	-
Profit for the period	(15.43)	(0.72)
Other Comprehensive Income (after tax)	-	-
Total Comprehensive Income for the year	(15.43)	(0.72)

2. DIVIDEND

In light of the financial performance, the Board of Directors not recommend the dividend for the
financial year 2023-24.

3. PERFORMANCE REVIEW

During the period under review, the company reported Nil operational revenue and incurred a PBT
(loss) of Rs. (15.43) lakhs and PAT (loss) Rs. (15.43)/- lakhs compared to PAT (Loss) of Rs. (0.72)/- lakhs
in the previous year.

4. TRANSFER TO RESERVE

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year within the meaning of
Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

No material changes or commitments affecting the financial position of the Company have taken
place from March 31, 2024 till the date of this report.

7. 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.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Pa rticulars	As at 31st March,	2024	As at 31st March, 2023
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	1,00,00,000	10,00,00,000	1,00,00,000	10,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	30,46,588	3,04,65,880	30,46,588	3,04,65,880

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the following changes occurred in the Company''s Board:

1. Appointment of Mr. Abhishek Johri, as Additional Director (Executive) of the company w.e.f. 14th
April, 2023

2. Appointment of Mr. Ashish Gandhi, as Additional Director (Executive) of the company w.e.f. 14th
April, 2023

3. Appointment of Mr. Ashish Gandhi, as Whole Time Director and Chief Financial Officer of the
company w.e.f. 09th May, 2023

4. Resignation of Mrs. Binita Devang Shah from the post of Chief Financial Officer of the company
w.e.f. 29^th June, 2023

5. Appointment of Mr. Chetan Malik, as the Company Secretary and Compliance Officer w.e.f. 17^th
July, 2023

Other than the above, there has been no change in the constitution of Board during the year
under review i.e. the structure of the Board remains the same

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company i.e. 31^st March, 2024 to which these financial
statements relates and the date of this report.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act Mr. Tejas Mahesh Darji, Independent
Director of the Company as on 31^st March, 2024 have given their declarations to the Board that they
meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b)
and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors
pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The
Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of
the Act.

Further, the Independent Directors have confirmed that they have included their names in the
Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite
qualifications, experience and expertise in the fields of strategy, planning and execution,
management and leadership, functional and managerial experience, legal and risk management,
corporate governance systems and practices, finance, banking and accounts and they hold highest
standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 30^th
March, 2024 without the presence of executive directors or management representatives and the
following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive
directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria
such as the Board composition and structure, effectiveness of board processes, information and
functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC.
Further, at a separate meeting, the Independent Director evaluated performance of Non¬
Independent Directors, Board as a whole and of the Chairman of the Board.

13. AUDITORS:

i. Statutory Auditors and Audit 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.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nidhi Bajaj &
Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the
Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the
financial year ended 31^st March, 2024 is enclosed to this report as "Annexure A".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

Reply to concerns mentioned in the Secretarial Audit Report as below:

Sr.no	Secretarial Auditors Qualification	Management''s Response
01.	The Company has failed to comply with	The same was due to inadvertent
	the AGM provisions which are applicable	delay. Further the management will
	to the company for the year 2023-2024.	make sure for timely compliance.
02.	The Company has failed to pay statutory	The company has been suspended
	dues such as Annual Listing Fees and other	effective from 11th April 2019 and has
	charges as applicable to the BSE Limited	remained inactive in carrying out its
	(BSE) in the manner specified by the Board	business operations since then.
	or BSE Limited (BSE).	However, the company is currently in the process of filing a revocation application and arranging for the payment of the Annual Listing Fees.
03.	The Company has failed to maintain	Due to the lack of human resources in
	functional website as stated under	the company and suspension in the
	Regulation 46 of Securities and Exchange	trading of shares there is an
	Board of India (Listing Obligations and	inadvertent error with the compliance.
	Disclosure Requirements) Regulations,	The management will make sure to
	2015.	maintain the website functional and assessable.

04.	The Company failed to comply with the provisions of SDD Compliance as prescribed under SEBI (PIT) Regulations, 2015	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
05.	The Un-audited Standalone Financial Results of the Company for the quarter ended 30th September, 2023 is filed on 13th December, 2023 with a delay of 29 days.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
06.	The Company doesn''t have mandatory numbers of Independent Directors on Board as per the requirement of applicable laws & regulations.	The Company was making endeavor to find the suitable candidate for the position of Independent Director which caused the inadvertent delay in filing the causal vacancy.
07.	Form MGT-15 for the Annual General Meeting held in the Financial Year 2023-24 is filed on 05th December, 2023 with a delay of 37 days.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
08.	Form MGT-14 for Appointment of Mr. Himanshu Jayantilal Parmar, as the Internal Auditor of the Company for the financial year ended 2023-24 is not filed.	The same was due to inadvertent delay. The management will make sure to filing the same at the earliest possible.
09.	The Company has received the mail dated 08th May, 2023 from BSE Limited regarding the	The Company did not have the Compliance Officer during the period for which non-compliances have been mentioned above as he had resigned due to his health issues. Further, the company tried to manage the compliances in the absence of the Officer but because the company did not have the required legal and

		professional guidance for the
		applicable compliances, the company
		committed such defaults and/or non-
		compliances inadvertently.
		Further that, the Company has filed the
		application for waiver of the fines/
		penalty via letter dated: 27th June,
		2023

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed Mr. Himanshu
Jayantilal Parmar, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not
call for any further comments.

14. 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 B".

15. 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, 2024 is available on the Company''s website www.chplindustriesltd.com

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company,
have been disclosed in the financial statements.

17. 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.

No related party transactions ("RPT") entered into during the financial year 2023-24.

18. BOARD MEETING:

During the year under review, the Board met Twelve (12) times on 14^th April, 2023, 09^th May, 2023,
29^th May, 2023, 07^th June, 2023, 29^th June, 2023, 17^th July, 2023, 03^rd August, 2023, 10^th August, 2023,
08^th November, 2023, 13^th December, 2023, 14^th February, 2024 and 29^th March, 2024. In accordance
with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any
instances during the year when recommendations of the Audit Committee were not accepted by the
Board.

19. 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 2023-24.

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

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 Paidup Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd. However, the Company has not paid the listing fees
for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation¬
wide terminals.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about
unethical behavior, 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 www.chplindustriesltd.com.

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

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.

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

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

24. 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.

25. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

The Company has not raised any funds through Preferential Allotment.

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. 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, 2024. Hence, the particulars relating to aggregate
number of shareholders and the outstanding securities in suspense account and other related matters
does not arise.

28. DISCLOSURES:

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted/ re-constituted in line with Section 177 of the
Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective
supervision of the management''s financial reporting process, to ensure accurate and timely
disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened
and held on 29^th May, 2023, 10^th August, 2023, 13^th December, 2023, 14^th February, 2024. During the
year, all recommendations of the audit committee were approved by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line
with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee recommends the appointment of Directors and remuneration of such
Directors. The level and structure of appointment and remuneration of all Key Managerial personnel
and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen
by this Committee. During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held on 14^th April, 2023 and 10^th May, 2023.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted/reconstituted in line with
the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure requirements) Regulations,
2015 read with Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee
review the matters of Investors Grievances in the company. During the Financial Year under review
04 (Four) meetings of the Stakeholders Relationship Committee were convened and held on 29^th May,
2023, 10^th August, 2023, 13^th December, 2023 and 14^th February, 2024.

29. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

30. SEXUAL HARASSMENT POLICY:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely
communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress
complaints relating to sexual harassment at its workplaces. The Company has not received any
complaints relating to sexual harassment during financial year 2023-24.

31. CODE OF CONDUCT:

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of
Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors,
designated persons, immediate relatives of designated persons and connected persons of the
Company. The Code lays down the standard of conduct, which is expected to be followed by the
Directors and employees in their business dealings, and in particular, on matters relating to integrity
in the work place, dealing with stakeholders and in business practices. All the Board Members and
the Senior Management employees have confirmed compliance with the Code. The Code is available
on website of the Company.

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

During the period under review, there are no significant material orders passed by the Courts/
Regulators or Tribunals impacting the going concern status and Company''s operations in future.

However, after the closure of financial year the Delisting Committee of the BSE Limited in their
meeting held on 27th November, 2024 has passed the order of delisting the Shares of the
Company, if the formalities of Revocation of Suspension is not completed within 3 months i.e., on
or before 27^th February, 2025.

Further, The Board would like to inform that we are in the process to file the application for
revocation of Suspension with BSE Limited to make the company as going concern.

33. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, our
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.

34. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

35. 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.

36. 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.

37. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance
and Cooperation extended to the Company by all valued customers, professionals 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.

By order of board of directors,

Callista Industries Limited

(Formerly Known as CHPL Industries Limited)

Date: 14^th November, 2024
Place: Surat

Sd/- Sd/-

Mahendra Kumar Sharma Rashmi Ravi Sharma

Director Managing Director

---

Mar 31, 1996

Your Directors have pleasure in presenting the Seventh Annual Report of the company along with the Audited Statement of Accounts. At the outset, I would like to, along with my Directors, thank you for the confidence reposed in the company.

FINANCIAL PERFORMANCE

Financial Results for the year ended 31st March, 1996 are as follows:

Year Ended Year Ended 31-03-1996 31-03-1995 (Rs.in Lakhs) (Rs. in Lakhs)

Profit before Depreciation 28.42 24.70

Less : Depreciation 13.12 14.56

Preliminary Expenses written off 2.09 0.11

Profit Before Tax 13.21 10.03

Less : Provision for Tax 4.15 2.87

Profit After Tax 9.06 7.16

DIVIDEND

Your directors have recommended a dividend of 5% (subject to deduction of tax at source) for the year 1995-96 to be paid on a pro-rata basis.

OPERATIONS

The Year 1995-96 has been significant to your Company as it has entered the Capital Market for the first time in October 1995 with an issue of Rs.180 lakhs which was well received by the Investors.

During the year under review, the company had disbursed an amount of Rs. 305 lakhs by way of Hire-purchase, Lease and other Loans. Efficient recovery management and the lending norms adopted by your company ensure adequate safety to its fund.

The Company has obtained Registration of RBI and complied with all the norms prescribed by the Reserve Bank of India for NBFCs governing important parameters such as Capital Adequacy, Asset Classification, Income Recognition, Provisioning, Credit Concentration etc. for the year. Your Company has also fallen in line fully with the accounting standards issued by the Institute of Chartered Accountants of India.

The Company is confident of achieving better results in the coming years.

PUBLIC DEPOSITS:

The Public Deposits outstanding as at the year end stood at Rs.78.06 lakhs as against Rs. 52.27 lacs as on 31st March, 1995. Your Directors wish to express their gratitude to the Depositors for their continued support and reiterate the commitment to the highest safety and security of their funds. As at the year ending, Deposits totalling to Rs. 3.43 lakhs matured but remain unclaimed or renewed. Steps have been taken to obtain instructions from the deposit holders to ensure repayment/renewal of these deposits.

FUTURE PLANS

Despite the continuing uncertainties in securing adequate funds by NBFCs especially from banks and other institutions, difficult money market conditions, your Directors certainly view the business to be more prospective during the coming years with cautious optimism.

As a part of expansion, we have opened a new branch during the year at Visakhapatnam, with this new branch, we have now two branches, the other being at Vijayawada and we have expanded our operations throughout Andhra Pradesh.

Your company is making arrangements to evolve with better strategetic plans for entry into new vistas of business like Investment Banking, Real Estate and Property Development activities during the year 1996-97 and we are confident that the company will continue to perform well in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES

Your company, being basically Hire Purchase Finance company, has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy consumption. No comment is made on technology absorption considering the nature of activities undertaken by your Company during the year under review. There has been no foreign exchange income or outflow during the year under review.

DIRECTORS

Mr S R K MURTHY, Director, retires by rotation and being eligible offers himself for re-appointment. Your directors recommend the re-appointment of Mr S R K Murthy as a Director of your company.

Dr Suri Srimathi, Director, retires by rotation and being eligible offers herself for re-appointment. Your directors recommend the re-appointment of Dr Suri Srimathi as a Director of your company.

AUDITORS

M/s. Krishnababu & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. The Company has since received a letter from them expressing their unwillingness for their re-appointment, the Board of Directors have recommended the appointment of M/s. B K Hegde & Co., Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Meeting till the conclusion of next Annual General Meeting.

PERSONNEL

Your directors wish to place on record their appreciation for the hard work, commitment and involvement put in by the employees of your company. Their efforts go a long way in maintaining the continuous growth and good results shown by your company.

The Company has not paid any remuneration attracting the provisions of Companies (particulars of employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

PROJECTIONS VS. ACTUALS

We furnish hereunder comparison of projected profitability figures with actual figures as required by clause 43 of the Listing Agreement.

(Rupees in Lakhs)

Particulars Projections Actuals

Total Income 84.90 66.20

Profit after tax 29.03 9.06

Reasons for Variations:

The year 1995-96 was a difficult year for all Non-Banking Finance Companies (NBFCs) as banks and financial institutions have not extended their full support to NBFCs by not considering enhancement/fresh credit limits. Non release of even the sanctioned limits and the tight money market situations coupled with abnormal delay in receipt of public issue funds and allotment money have all affected the deployment of funds in the right time.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation for the support and cooperation extended by the Bankers, Customers and Depositors who have contributed to the growth of the company during the year under review.

Your directors once again express their gratitude to the Members for their support to the company.