Callista Industries Limited (formerly known as **CHPL Industries Limited**) is an Indian public company currently undergoing a comprehensive strategic transformation. Historically a food-related business, the company is pivoting from a commission-based model toward a diversified industrial entity. This shift was formalized in **February 2025** through an amendment to the company’s **Main Object Clause**, expanding its scope into **flexible packaging** and **trading**. The company is listed on the **BSE Limited** (Scrip Code: **539335**). Following a period of regulatory challenges, the company successfully achieved the **revocation of suspension of trading** in late **2025**, marking a critical milestone in its corporate revival. --- ### **Core Business Operations and Segment Analysis** The company currently operates under a simplified structure with no subsidiaries or associate companies, though this is expected to change following proposed acquisitions. * **Primary Sector:** Trading in **Textile goods**. * **Geographic Focus:** Operations are concentrated solely within **India**. * **Inventory Status:** As of **February 2026**, management has **fully written off its closing stock**. The inventory was determined to be **obsolete**, with no future economic benefits expected from its sale. * **Operational Performance:** For the period ending **January 2025**, the company reported a loss of **Rs. 15,43,000/-**. * **Going Concern Status:** Despite limited current operational activity and recent losses, management maintains that the company possesses **adequate resources** to sustain its existence for the foreseeable future. | Feature | Details | | :--- | :--- | | **Reportable Segments** | **Single Business Segment** (Textiles); **Single Geographic Segment** (India) | | **Subsidiaries/Associates** | **None** (as of current reporting) | | **Accounting Standards** | **Ind AS** (Compliant since FY 2024-25 transition) | | **Registered Office** | Relocated from **Gujarat** to **Mumbai, Maharashtra** (2025) | --- ### **Strategic Reorientation: The Packaging Pivot** Callista Industries is executing a multi-pronged growth strategy to establish a significant footprint in the **flexible packaging** sector through targeted inorganic acquisitions. #### **Key Acquisition Targets** 1. **Radhey Flexibles Packaging Private Limited (RFPPL):** The company proposes an investment of **₹12 crores** to acquire a **51% equity stake**, which will transition RFPPL into a subsidiary. 2. **Sadguru Flexibles Packaging Private Limited (SFPL):** A proposed **100% acquisition** for a lump-sum consideration of approximately **₹4 crores**, followed by a further fund infusion of **₹10.5 crores** to provide necessary working capital. #### **Administrative Realignment** To support this expansion, the company shifted its Registered Office to **Mumbai** in **2025**. This move is intended to align the corporate seat with management’s location and improve administrative efficiency during the scaling phase. --- ### **Capital Mobilization and Financial Architecture** To fund its entry into the packaging industry and strengthen its balance sheet, the company is undertaking a significant capital mobilization exercise aggregating up to **₹35 crores**. #### **Fundraising Instruments** * **Convertible Warrants:** **2,93,50,000** units earmarked for strategic investments, debt repayment, and working capital. * **Equity Shares:** **56,50,000** shares issued for general corporate purposes and operational requirements. #### **Financial Targets and Limits** The company has significantly expanded its financial headroom to accommodate growth: * **Authorized Share Capital:** Increased from **₹10 crores** to **₹38.10 crores** (with long-term proposals reaching up to **₹55 crores**). * **Borrowing Limits:** Shareholders have approved a borrowing limit of up to **₹100 crores** under Section 180(1)(c). * **Inter-corporate Support:** Authorized to provide loans, guarantees, or investments up to **₹100 crores** to support future subsidiaries and associates. #### **Planned Utilization of Funds** 1. **Debt Management:** Repayment of existing loans to reduce interest burdens and improve the debt-to-equity ratio. 2. **Working Capital:** Supporting procurement, marketing, and administrative expenses for new business lines. 3. **Technological Enhancement:** Upgrading production and distribution capabilities in new geographical markets. --- ### **Capital Structure and Dividend Policy** The company maintains a stable capital structure while prioritizing the retention of earnings for business expansion over immediate shareholder payouts. | Metric | Details (as of Sep 2023) | | :--- | :--- | | **Authorized Share Capital** | **INR 10,00,00,000** (1 Crore shares of **INR 10** each) | | **Paid-up Share Capital** | **INR 3,04,65,880** (30,46,588 shares of **INR 10** each) | | **Dividend Recommended** | **Nil** | | **Public Deposits** | **Nil** (No deposits accepted under Section 73) | * **Capital Utilization:** The **Paid-up Share Capital** represents approximately **30.47%** of the total **Authorized Capital**. * **Dividend Strategy:** The decision to forgo a dividend was made in accordance with the **Dividend Distribution Policy**, focusing on the "holistic review" of the company's current transitional circumstances. --- ### **Governance, Compliance, and Risk Management** Callista Industries is currently navigating a period of "revival," attempting to rectify historical systemic compliance failures and strengthen its governance framework. #### **Key Management and Oversight** * **Managing Director & CFO:** **Mrs. Rashmi Ravi Sharma** (assumed CFO role effective **November 14, 2025**). * **Board Strengthening:** **Three Additional Independent Directors** were appointed in late 2025 to improve oversight. * **Secretarial Audit:** **Nidhi Bajaj & Associates** appointed for a **5-year term** (FY 2025-26 to FY 2029-30). #### **Critical Risk Factors** * **Governance Deficiencies:** As of **November 2025**, the company remained non-compliant with the **Companies Act, 2013** regarding the mandatory **one-third** ratio of Independent Directors and the proper composition of the **Audit**, **Nomination and Remuneration**, and **Stakeholder Relationship** Committees. * **Internal Control Weaknesses:** Auditors noted that the **audit trail feature** in the **Tally Prime** software was not enabled at the database level. Furthermore, systems are not yet fully commensurate with the company's size to ensure total legal compliance. * **Historical Compliance Lapses:** The company has faced penalties for late filing of financial results, failure to file **Form MGT-14**, and non-compliance with **Structured Digital Database (SDD)** requirements under **SEBI (PIT) Regulations**. * **Operational Entry Risk:** With **no active operations** currently, the company faces significant execution risk as it attempts to enter the competitive packaging market. #### **Risk Mitigation Framework** The company has established a **Risk Assessment and Minimization Procedure** to address these threats: * **Governance:** Utilizing external auditors to bridge compliance gaps. * **Financial Reporting:** Strict adherence to **Accounting Standards** under **Sections 129 and 133**. * **Litigation:** Management reports **no pending litigations** impacting the financial position and no material foreseeable losses on long-term contracts.