CHPL Industries Ltd

Policy type and scope

• Code type: Continual insider-trading disclosure under SEBI PIT Regulations, 2015.
• Scope: promoter, promoter group, designated persons, directors, and their immediate relatives.

Material change in holdings

• Promoter/designated person gifted equity shares; off-market transfer.
• Post-transaction holding noted as 1.05% stake.

Unaudited results approval

• Board approved unaudited standalone Q1 FY2026 results for quarter ended 30 June 2026; Limited Review attached.
• Audit Committee reviewed and Board approved on 13 Aug 2026.
• Limited Review by Ramanand & Associates indicates no material misstatement.
• Company has one reportable business and geographic segment in India.
• Results prepared under Ind AS 34.
• Results will be hosted on the company's website.
• Basic EPS for quarter ended 30 June 2026: -0.31.

Transaction details

• Target Company: Callista Industries Ltd (539335).
• Disclosing Party: Sanjaykumar R Bhalani; not promoter group.
• Transaction Type: Disposal of equity shares via off-market gift.
• Pre-Transaction Holding: 3,88,940 shares; 4.07% voting; 1.30% diluted.
• Date of transaction: 10 August 2026.
• Details: Disposed 3,88,940 shares; Gift (Off-market).
• Post-Transaction diluted capital: Rs. 8,54,65,880.
• Post-Transaction equity capital: Rs. 29,94,65,880.
• Share Capital Context: Before: Rs. 9,54,65,880; After: Rs. 29,94,65,880.

Key transaction details

• Target Company: Callista Industries Ltd (539335).
• Disclosing Party: Jigneshbhai Bhupatbhai Rajpara, non-promoter.
• Transaction Type: Disposal of 2,88,261 shares by gift (off-market).
• Pre-Transaction Holding: 3,88,261 shares, 4.06% voting rights.
• Post-Transaction Holding: 1,00,000 shares, 1.29% voting rights.
• Shares disposed: 2,88,261 shares (3.01% of total voting rights).
• Mode and date: Gift on 10 August 2026.
• Pre-transaction share capital: Rs 8,54,65,880.
• Post-transaction share capital: Rs 9,54,65,880.
• Total diluted share capital after disposal: Rs 29,94,65,880.

Annual Report and AGM notice

• Web-link of FY2025-26 Annual Report sent to shareholders without registered email addresses.
• Annual Report includes Notice of the 37th AGM and is available on the company's website.
• Letter date noted as 10 August 2026.

Book closure details

• Book closure: 27 August 2026 to 3 September 2026, both days inclusive.
• Purpose: for the 37th Annual General Meeting.

AGM details

• Date and time: 3 September 2026, 2:00 PM.
• Mode: VC/OAVM.
• Record date for voting: 27 August 2026.
• Book closure: 27 August to 3 September 2026.
• EVoting window: 30 August 2026 to 2 September 2026.

Ordinary resolutions

• Adopt Audited Financial Statements for year ended March 31, 2026.
• Re-appoint Binita Shah as Director by rotation.
• Appoint M/s B.K.G & Associates as statutory auditors for five years.

Special resolutions

• Increase authorized share capital to Rs 29 crore.
• Alter MOA to reflect increased authorized share capital.
• Shift registered office from Gujarat to Maharashtra.
• Alter MOA clause II to reflect Maharashtra as the state of registered office.

Dividend

• No dividend declared for FY 2025-26.

Related party transactions

• Approve material related party transactions up to Rs 2 crore with specified related parties.
• RPTs include loans and managerial support from related parties.

Directors and auditors

• Auditors: Proposed appointment of M/s B.K.G & Associates as Statutory Auditors.
• Director: Binita Shah to be re-appointed.

Financial performance

• Revenue from operations nil; Other income Rs 71.56 lakh; Total income Rs 71.56 lakh.
• Profit before tax and after tax: Rs -0.31 lakh.
• Basic EPS -0.01; no dividend declared.
• Management notes cost-saving measures and expansion via private placement.
• Operations revenue nil; focus on opportunities, efficiency, governance.

Capital structure & corporate actions

• Name changed to Callista Industries Limited on BSE portal.
• BSE approved revocation of trading suspension on 19 Aug 2025.
• Authorised share capital increased to Rs 29 crore; MOA amended.
• Preferential issue size revised to Rs 26.90 crore.
• AGM to be held via VC/OAVM; remote voting window 30 Aug–2 Sept 2026.

Governance & board changes

• Independent Directors appointed Oct 8, 2025: Deep Shah, Sachin Singh, Bhawana Chouhan.
• May 14, 2025: Keshari Nandan and Tejas Darji resigned as Non-Executive Directors.
• Nov 14, 2025: Navnath Shalik Patil resigned; Khushboo Bidawatka appointed Feb 23, 2026.
• Board met eleven times; Audit Committee met five times.
• Audit Committee composition as of 31 Mar 2026: Deep Shah (Chair), Rashmi Sharma, Sachin Singh.

Related party transactions

• RPT policy exists; FY2025-26 RPTs were arms-length.
• Proposed aggregate RPTs for FY2026-27 up to Rs 2 crore per party; omnibus approval.
• Loans up to Rs 2 crore from Rashmi Sharma; on-demand; 1-year tenure; interest-free.
• Loans up to Rs 2 crore from Ravi Sharma.
• Loans up to Rs 2 crore from M/s Rmysa Wellness Lifecare.

Audit, risk & compliance

• Statutory auditors: M/s B.K.G & Associates for five-year term.
• Secretarial auditor: M/s Nidhi Bajaj & Associates; observations noted; management responses.
• Internal controls considered adequate; no material weakness.
• Audit trail implementation started; not fully applied for the year.
• CSR not applicable.

Outlook & risk

• Outlook: growth via subsidiary; governance and value focus.
• Risks: new business segments, regulatory changes, market uncertainties.
• Management emphasizes operational efficiency and capital discipline.

Position & liquidity

• Total assets Rs 212.34 lakh; total liabilities Rs 290.39 lakh.
• Cash and cash equivalents Rs 0.08 lakh.
• Current liabilities Rs 31.75 lakh; borrowings Rs 258.63 lakh.
• Net cash from operating activities Rs -0.26 lakh.
• No deposits outstanding.