Your Directors are pleased to present the 37^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, 2026.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2026, 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)

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2026, Operational Revenue including other income was 71.56/-
Lakhs and Profit / (Loss) Before Tax was (0.31)/- Lakhs v/s nil revenue in previous year while Net
Profit / (Loss) for the financial year ended 31^st March, 2026 was (0.31)/- Lakhs v/s (63.12)/- 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:

During the year under review, the Company expanded its business scope by including flexible
packaging and trading activities. This strategic initiative is expected to diversify the Company's
operations, enhance scalability, strengthen its market presence, and create long-term value for
its stakeholders.

4. DIVIDEND:

During the Financial year 2025-26, 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 2025¬
26.

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 2025-26 or the previous financial years. Your Company
did not accept any deposit during the year under review.

7. SHARE CAPITAL:

*The Members of the Company, at the Annual General Meeting held on 15^th December, 2025, had
approved the increase in the Authorised Share Capital of the Company from Rs. 10.00 Crores to Rs.
38.10 Crores to facilitate the proposed preferential issue of securities.

However, the proposed preferential issue could not be implemented owing to the delay in
obtaining the In-Principle Approval from BSE Limited. Consequently, the size of the proposed
preferential issue was revised from Rs. 35.00 Crores to Rs. 26.90 Crores. Accordingly, the Company
is seeking fresh approval of the Members at the ensuing Annual General Meeting for the revised
increase in the Authorised Share Capital commensurate with the revised issue size.

The Board of Directors, at its meeting held on 14^th November, 2025, had approved raising of funds
by way of issuance of3,37,50,000 Convertible Warrants and 12,50,000 Equity Shares of face value
Rs. 10/- each on a preferential basis, aggregating to Rs. 35.00 Crores. Subsequently, due to certain
mandatory eligibility requirements and regulatory compliances, the issue size was revised
downward to Rs. 26.90 Crores. The In-Principle Approval from BSE Limited for the revised
preferential issue comprising 2,12,50,000 Convertible Warrants and 56,50,000 Equity Shares,
aggregating to Rs. 26.90 Crores, was received on 19^th June, 2026, after the close of the financial
year under review.

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, 2026, 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. Keshari Nandan, has resigned from the position of Non-Executive Director of the company
w.e.f 14^th May, 2025.

2. Mr. Tejas Darji, has resigned from the position of Non-Executive Director of the company w.e.f
14^th May, 2025.

3. Mrs. Rashmi Sharma, re-appointed as Managing Director of the company w.e.f 12^th August,
2025.

4. Mr. Prince Jha, has resigned from the position of Director of the company w.e.f 12^th August,
2025.

5. Mr. Deep Shah, appointed as Director (Non- Executive Independent Category) of the company
w.e.f 08^th October, 2025.

6. Mr. Sachin Singh, appointed as Director (Non- Executive Independent Category) of the
company w.e.f 08^th October, 2025.

7. Mrs. Bhawana Chouhan, appointed as Director (Non- Executive Independent Category) of the
company w.e.f 08^th October, 2025.

8. Mr. Mahendra Kumar Banwarilal Sharma, has resigned from the position of Chief Financial
Officer and Whole-Time Director of the company w.e.f 14^th November, 2025.

9. Mr. Navnath Shalik Patil, has resigned from the position of Company Secretary of the company
w.e.f 14^th November, 2025.

10. Mrs. Rashmi Sharma, appointed as Chief Financial Officer of the company w.e.f. 14^th
November, 2025.

11. Mrs. Bhawana Chouhan, has resigned from the position of Director (Non- Executive
Independent Category) of the company w.e.f 11^th February, 2026.

12. Ms. Khushboo Bidawatka, appointed as Company Secretary and Compliance Officer of the
company w.e.f. 23^rd February, 2026.

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

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.

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 & Chief Financial Officer.

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

3. Mr. Navnath Shalik Patil, Company Secretary and Compliance Officer (Upto 14^th November,

2025)

4. Ms. Khushboo Bidawatka, Company Secretary & Compliance officer (from 23^rd February,

2026)

11. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met Eleven (11) times on 14^th May, 2025, 12^th August,

2025, 29^th August, 2025, 05^th September, 2025, 08^th October, 2025, 05^th November, 2025, 14^th
November, 2025, 10^th December, 2025, 11^th February, 2026, 23^rd February, 2026 and 21^st March,

2026. 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, 2026, 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. Mrs. Rashmi Ravi Sharma was Chairperson of the Audit Committee.

During the year, the committee met 5 (Five) time i.e. 14^th May, 2025, 12^th August, 2025, 14^th
November, 2025, 11^th February, 2026 and 23^rd March, 2026.

The Composition of the Audit Committee and the attendance of the members at the meeting
held during the year are as follows:

*During the period under review, the Audit Committee of the Company was reconstituted by the
Board of Directors at its meeting held on 08^th October, 2025.

As on 31^st March, 2026 the Composition of Audit Committee is follow:

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. Sachin Singh was appointed as
Chairperson.

During the year, the committee met 4 (Four) time i.e. 12^th August, 2025, 08^th October, 2025, 14^th
November, 2025 and 23^rd February, 2026.

The Composition of the Nomination and Remuneration Committee and the attendance of the
members at the meeting held are as follows:

*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 08^th October, 2025.

As on 31^st March, 2026 the Composition of Nomination and Remuneration Committee is follow:

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 paid following Remuneration / Sitting fees to the Non - Executive Directors.

Remuneration to Executive Directors / KMP

The company has paid following Remuneration / Salary to the Executive Directors / KMP.

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 2 (Two) time i.e. 12^th August, 2025 and 14^th November,
2025. The Composition of the Stakeholder and Relationship Committee and the attendance of
the members at the meeting held are as follows:

*During the period under review, the Stakeholder Relationship Committee of the Company was
reconstituted by the Board of Directors at its meeting held on 08^th October, 2025.

As on 31^st March, 2026 the Composition of Stakeholder Relationship Committee is follow:

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:

Ms. Khushboo Bidawatka, Company Secretary & Compliance Officer pursuant to Regulation 6 of

the SEBI (LODR) Regulations, 2015 with effect from 23^rd February, 2026.

Details of complaints received and resolved during the year:

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 2025-26, 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, 2026 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 2025-26 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 2026 and hence, does not form
part of this report.

23. STATUTORY AUDITORS & AUDITORS' REPORT:

M/s. Ramanand & Associates, Chartered Accountants, have confirmed their eligibility and
compliance with the provisions of Section 141(3)(g) of the Act and that they are not disqualified
to act as Statutory Auditors under Sections 139 and 141 of the Act and the Companies (Audit and
Auditors) Rules, 2014.

The Statutory Auditor's Report forming part of the Annual Report does not contain any
qualification, reservation, adverse remark or disclaimer, and the observations made therein are
self-explanatory and do not require any further comments.

Since the term of M/s. Ramanand & Associates is completing at this AGM, the Board has proposed
the appointment of M/s. B.K. Gupta & Associates as Statutory Auditors of the Company for a
period commencing from the conclusion of this AGM and holding office until the conclusion of the
AGM to be held in the financial year 2031-32.

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 2025-26. 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 member's approval
received at the 36^th 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.

The Secretarial Auditor has reported certain observations/non-compliances in the Secretarial
Audit Report. In terms of Section 134(3)(f) of the Companies Act, 2013, the Board's comments on
the said observations are as under:

25. INTERNAL AUDITORS & AUDITORS' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Ms. Binita Shah, as
the Internal Auditor of the Company for financial year 2025-2026.

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.

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 2025-26. 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, 2026. 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. Preferential Issue:

During the financial year, the Company, subject to the requisite statutory and shareholders'
approvals, approved the raising of funds by way of preferential issue in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. The approved issue comprised 3,37,50,000 Convertible
Warrants to the Promoter, Promoter Group and Non-Promoter investors, and 12,50,000 Equity
Shares to Non-Promoter investors, at a price determined in accordance with the applicable SEBI
ICDR Regulations.

ii. Change in the Name of the company on BSE Portal:

During the financial year, the name of the Company was changed from "CHPL Industries
Limited"to "Callista Industries Limited"pursuant to the approval of the shareholders and
upon receipt of the necessary approvals from the Registrar of Companies and other
applicable regulatory authorities. Consequent to the change of name, the Company's name
has also been updated on the BSE portal from "CHPL Industries Limited"to "Callista
Industries Limited".

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, 2026 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.

FOR CALLISTA INDUSTRIES LIMITED

Sd/- Sd/-

Rashmi Ravi Sharma Binita Devang Shah

Managing Director Director

DIN:06618645 DIN:08483914

Place: Surat Place: Surat

Date: 05^th August, 2026 Date: 05^th August, 2026