CHPL Industries Ltd

Callista Industries Ltd — Closure of Trading Window

Capital action: warrant conversion

• Allotted 4,53,412 equity shares to Koriander Consultants LLP (Non-Promoter) on conversion of warrants (preferential).
• Issue price Rs 10 per share; 25% upfront, 75% on conversion.
• Paid-up capital increased to Rs 10 crore with 1,00,00,000 equity shares.
• New shares rank pari-passu with existing equity shares.
• Allottee holds 14.53% of post-issue share capital.
• In-principle approval for preferential allotment received from BSE on 19 June 2026.
• 10,00,000 warrants issued, each convertible into one equity share.
• Warrant exercise window is 18 months from allotment.
• Warrants lapse after 18 months; amounts paid are forfeited.
• Conversion ratio is 1:1; one equity share per warrant.

AGM Details

• AGM held on 03 September 2026 via VC/OVAM from 02:00 PM to 02:28 PM.
• Remote e-voting opened 30 Aug 2026 09:00 and closed 02 Sep 2026 17:00.

Key Resolutions

• To receive and adopt Audited Financial Statements for year ended 31 March 2026 (Ordinary).
• Appoint Ms. Binita Shah as director by rotation and for re-appointment (Ordinary).
• Appointment of Statutory Auditor (Ordinary).
• Increase Authorised Share Capital from Rs 10 Cr to Rs 29 Cr (Ordinary).
• Alteration of Share Capital Clause of Memorandum of Association (Ordinary).
• Shift Registered Office from Gujarat to Maharashtra (Special).
• Alteration of Registered Office Clause of Memorandum of Association (Special).
• Approval of Material Related Party Transactions (Ordinary).

Director Changes

• Ms. Binita Shah to be re-appointed; retires by rotation.

Auditor Appointments

• Statutory Auditor appointed.

Material Related Party Transactions

• Approval of material related party transactions.

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.