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EQUITY - MARKET SCREENER

Stylam Industries Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
526951
INE239C01020
476.0413463
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
STYLAMIND
35.46
6006.39
EPS(TTM)
Face Value()
Div & Yield %
99.93
5
0
 

As on: Aug 09, 2026 08:16 PM

Dear Members,

Your Directors have pleasure in presenting this 35th Integrated Annual Report/ Annual Report ("IAR"/ "AR") of Stylam Industries Limited ("SIL" or "Company") along with the Company's audited financial statements (standalone and consolidated) for the Financial Year ("FY") ended on 31st March, 2026.

1. FINANCIAL PERFORMANCE SUMMARY

The financial position of the Company for the FY ended on 31st March, 2026 is summarised below:

Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 1,12,929 1,02,509 1,12,929 1,02,509
Earnings before Interest, Taxes & Depreciation 22,030 18,518 22,066 18,518
Less: a) Finance Cost 345 392 345 392
b) Depreciation 2,070 2,387 2,070 2,387
Add: Other Income 674 744 680 750
Profit before tax 20,289 16,484 20,331 16,490
Less: Tax Expense 5,342 4,301 5,344 4,302
Profit for the Period 14,947 12,183 14,987 12,187
Share of Profit/ (Loss) of Associate Company - - - -
Add: Other Comprehensive Income/ (Expense) (Net of Taxes) (30) (77) (30) (77)
Total Comprehensive Income 14,917 12,106 14,957 12,110
Earnings Per Share
Basic 88 71 88 71
Diluted 88 71 88 71

2. OPERATIONS Standalone

Revenue from operations for the year ended 31st March 2026 stood at RS. 1,12,929/- Lakhs as against RS. 1,02,509/- Lakhs for the previous year. Profit after tax for the year ended 31st March 2026 was RS. 14,947/-Lakhs as against RS. 12,183/- Lakhs for the previous year and EPS of RS. 88/- per share as against RS. 71/- per share for the previous year.

EBIDTA, during 2025-26 is RS. 22,030/-lakh as compared to EBIDTA of RS. 18,518/- lakh during the previous FY.

In FY 2025-26, your Company recorded a 10% increase in revenue compared to the same period last year.

Detailed information on the business overview and outlook of the Company are in the Management Discussion & Analysis Report forming part of this Annual Report.

3. DIVIDEND

Your Directors have decided to plough back the earnings in the growth of business and for this

reason, have decided, not to recommend any Dividend for the year under review.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March 2026, the Board of Directors, at its meeting held on January 23, 2026, approved the write-off of the Company's investment in its associate company due to the continuous losses incurred by the associate, erosion of its net worth, and the non-recoverability of the investment.

5. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves.

However, the movement in Reserves and Surplus during the FY ended 31st March, 2026, please refer the Statement of Changes in Equity and note 15 of standalone & consolidated financial statement.

6. SHARE CAPITAL

The authorised share capital of the company at the end of the FY 2025-26 was RS. 9,70,40,000/- comprising of 1,94,08,000 equity shares of RS. 5/- each and the paid-up capital was RS. 8,47,40,300 divided into 16,948,060 equity shares of RS. 5/- each.

7. CHANGES IN SHARE CAPITAL

There is no change in Share Capital of the Company during the FY 2025-26.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the FY to which this financial statement relates and till the date of this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the FY 2025-26.

10. CASH FLOW STATEMENT

The Cash Flow Statement for the FY ended 31st March, 2026 prepared in accordance with Accounting Standard -3, "Statement of Cash Flows" is attached and forming part of the financial statements of the Company.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various committees on the relevant subjects. All efforts are made to keep Independent Directors aware. The familiarization of Independent Directors may be accessed on the Company's website www.stylam.com .

12. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As at 31st March, 2026, the Company has one wholly- owned subsidiary i.e. Stylam Panel Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the Company has prepared the

consolidated financial statement, which forms part of this Annual Report. Further, a statement containing salient features of Standalone Financial Statement of subsidiaries in Form AOC-1, as required under Rule 5 of Companies (Accounts) Rules, 2014 is attached to the consolidated financial statement of the Company. During the year under review, the Board of Directors, at its meeting held on January 23, 2026, approved the write-off of the Company's investment in its associate company due to the continuous losses incurred by the associate, erosion of its net worth, and the non-recoverability of the investment.

In accordance with Section 136 of the Act, the Audited Financial Statement, including the Consolidated Financial Statement and related information of the Company and Audited Financial Statements of each of its subsidiaries are available on the website of the Company viz. www.stylam.com .

Your Company does not have any material subsidiary as on 31st March, 2026.

The policy for determining material subsidiaries, as approved by the Board, is uploaded on the Company's website and can be accessed at the web-link:- https://stylam.com/assets/front/pdf/ cor/policy/POLICYONMATERIALSUBSIDIARIES-1.pdf .

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

As on 31st March 2026, the Company's Board has a strength of 7 (Seven) Directors including 1 (one) Woman Director. The Chairman of the Board is an Non-Executive Independent Director. The composition of the Board is as below:-

Category Number of Directors % to Total Number of Directors
Executive Directors 2 28.57
Non-Executive Directors 5 71.43

The detailed section on 'Board of Directors' is given in the 'Report on Corporate Governance' forming part of the Annual Report.

During the year under review and as on Board Report date, following changes are happened in the Board:

• Mr. Sachin Bhatla (DIN: 08182443) resigned from his position as Whole-time Director w.e.f. 13th February, 2026.

• Mr. Tirloki Nath Singla (DIN: 00182154) resigned from his position as Non-Executive - NonIndependent Director w.e.f. 13th February, 2026.

• Mr. Vinod Kumar (DIN: 08576194) resigned from his position as Non-Executive Independent Director w.e.f. 13th February, 2026.

• Mr. Nobuyoshi Sakai (DIN: 11505178) joined the Board of Directors as Non-Executive Nominee Director w.e.f. 13th February, 2026.

• Mr. Santosh Kumar Agrawal (DIN: 00603098) joined the Board of Directors as Non-Executive Independent Director w.e.f. 13th February, 2026.

• Mr. Manav Gupta (DIN: 03091842) resigned from his position as Whole-time Director w.e.f. 18th February, 2026.

• Ms. Rajesh Gill (DIN: 10753626) resigned from his position as Non-Executive Independent Director w.e.f. 18th February, 2026.

• Mr. Tirloki Nath Singla (DIN: 00182154) again joined the Board of Directors as Non-Executive Independent Director w.e.f. 17th June, 2026.

• Mr. Kenji Ebihara (DIN: 11768665) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

• Mr. Naruhiro Amada (DIN: 09591668) joined the Board of Directors as Whole-time Director w.e.f. 17th June, 2026.

• Mr. Nobuyuki Omura (DIN: 11056785) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

• Mr. Yuji Iwatsuka (DIN: 08251732) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

• Mr. Koshi Suzuki (DIN: 11768663) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

• Mr. Makoto Tanaka (DIN: 11764640) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

• Mr. Adisak Thiaphairat (DIN: 11765458) joined the Board of Directors as Non-Executive Director w.e.f. 17th June, 2026.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company, all Directors except Independent Directors, Nominee Director and Managing Director are liable to retire by rotation.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and registered their names in the Independent Directors data bank and passed/ exempt from requisite proficiency test conducted by Ministry of Corporate Affairs. In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise, have relevant experience (including proficiency) and fulfil the conditions as per the applicable laws and are independent of the management of the Company. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and Other Employees.

Retirement by rotation and subsequent reappointment

Pursuant to the provisions of Section 149(13) of Act and Articles of Association of the Company all directors except Independent Directors, Nominee Director and Managing Director are liable to retire by rotation. Accordingly, Mr. Manit Gupta (DIN: 00889528), Whole-time Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and being eligible, has offered his candidature for re-appointment. This shall not constitute a break in his office as the Whole-time Director of the Company.

Number of Meetings of the Board of Directors

During the FY 2025-26, Nine (9) meetings of the Board of Directors of the Company were held. For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this Integrated Annual Report.

KEY MANAGERIAL PERSONNELS ("KMP")

The details of Key Managerial Personnel's ("KMPs") of the Company as on 31st March, 2026 in accordance with the provisions of Sections 2(51) and 203 of the Act read with rules framed thereunder, are as follows:-

S. Name No. Designation Date of Appointment
1. Mr. Sunil Kumar Sood Chairman and Non-Executive Independent Director 31-07-2024
2 Mr. Jagdish Gupta Managing Director 28-10-1991
3 Mr. Manit Gupta Whole-time Director 07-02-2015
4 Ms. Purva Kansal Non-Executive Independent Director 17-08-2023
5 Mr. Nikhil Garg Non-Executive Independent Director 31-07-2024
6 Mr. Santosh Kumar Agrawal Non-Executive Independent Director 13-02-2026
7 Mr. Nobuyoshi Sakai Nominee Director 13-02-2026
8 Mr. Kishan Nagpal Chief Financial Officer 24-11-2021
9 Mr. Dhiraj Kheriwal Company Secretary & Compliance Officer 21-01-2025

14. AUDIT COMMITTEE

For constitution and other details of the Audit Committee, please refer to the Report on Corporate Governance forming part of this Annual Report.

All the recommendation made by the Audit Committee from time to time was accepted by the Board of Directors.

15. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

Assessment and appointment of members to the Board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position. For appointment of an Independent Director, the independence criteria defined in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations are also considered.

The Nomination and Remuneration Committee ("NRC") of the Board of Directors is dedicatedly ensuring the continuance of a dynamic and forward-thinking Board and recommends to the Board qualified candidates for directorship.

The Company's Policy relating to Appointment of Directors, Payment of Managerial Remuneration, Directors' Qualifications, Positive Attributes, Independence of Directors and Other Matters as provided under Section 178(3) of the Act is furnished in "Annexure 1" and forms part of this Report.

The Policy is also available in the Investors Section, on the website of the Company and can be accessed at the web-link:- https://stylam.com/assets/front/ pdf/cor/policy/REMUNERATION-POLICY-1.pdf .

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, its imperative that the Board remains continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and of

individual Directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the longterm strategic planning and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013, not only mandates Board and Director Evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, Listing Regulations has also contained the provisions regarding requirement of performance evaluation of Independent Directors by the entire Board of Directors.

The Independent Directors of the Company met separately without the presence of NonIndependent Directors and inter-alia reviewed the performance of the Members of Management, Non-Independent Directors, Board as a whole, performance of the Chairman of the Company and the Committees, after taking into consideration the views of Executive and Non-Executive Directors.

In compliance with the provisions of Listing Regulations, the Board of Directors has also carried out evaluation of every Independent Director's performance during the financial year.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act with respect to Directors' Responsibility Statement, the Directors confirm:-

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

• The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors had prepared the annual accounts on a going concern basis;

• The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3) (m) of the Act read with rules framed thereunder, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as "Annexure 2" and forms part of this report.

19. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs & EMPLOYEES

In terms of provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits are available with the Company Secretary.

In terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure 3" and forms an integral part of this Report.

20. ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management

and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www. stylam.com/investors-relation#financials

21. AUDITORS AND AUDITORS' REPORT

I. ) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act, M/s. Mittal Goel & Associates, Chartered Accountants (Firm Registration No. 017577N), were re-appointed as Statutory Auditors of the Company for the second term of 5 (Five) consecutive years, to hold office from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company to be held in the year 2027.

Details in respect of frauds reported by auditors

During the financial year, there have been no instances of fraud reported by the Statutory Auditors or Secretarial Auditors under Section 143(12) of Act read with rules framed thereunder, either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with Regulation 24A of Listing Regulations, the shareholders of the Company at the 34th AGM held on 30th September, 2025 had appointed Mr. Sanjiv Kumar Goel, (Peer review cert. No. 7111/2025), a peer reviewed firm of Practicing Company Secretaries as Secretarial Auditors of the Company for a term of 5 consecutive years commencing from Financial Year 2025- 26 till Financial Year 2029-30.

Secretarial Audit Report

In terms of Section 204 of the Act and Regulation 24A of Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "Annexure 4". There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

The comments given by the Statutory Auditors and Secretarial Auditors in their respective report(s) for the FY ended March 31, 2026 are self-explanatory and hence, do not call for any further explanations or comments under Section 134 and 204(3) of the Act respectively.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no material unlisted Indian subsidiary of the Company as on 31st March, 2026 and as such the requirement under Regulation 24A of

Listing Regulations regarding the Secretarial Audit of material unlisted Indian subsidiary is not applicable to the Company for FY 2025-26.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Mr. Sanjiv Kumar Goel, Practicing Company Secretaries, Secretarial Auditors of the Company.

III. ) COST AUDIT

As per the provisions of Section 148 of the Act read with the Cost Audit Rules, the provisions regarding Cost Audit is not applicable to the Company.

IV. ) Internal Auditors

The Board of Directors, has appointed M/s. A. Gandhi & Associates (Firm Registration No FRN 007023N), as Internal Auditors of the Company for the Financial Year 2025-26.

22. CORPORATE GOVERNANCE

The Company is committed to the highest level of corporate governance standards by applying the best management practices, compliance with the law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders.

Parameters of statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of Listing Regulations forms part of the Integrated Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to the Corporate Governance Report.

A separate section titled "Report on Corporate Governance" has been included in this Annual Report along with Secretarial Auditors Certificate on Corporate Governance.

23. INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and implemented

by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in- house internal audit department and the observations, corrective and preventative actions are reviewed by the management and Audit committee of the Board of Directors.

The Company has in place adequate internal financial controls including with reference to financial statements and for ensuring the orderly & efficient conduct of its business.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following measures:-

• The Company's books of accounts are maintained in SAP and transactions are executed through SAP setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

• The Company is having in place a Risk Management framework.

• The Company is having in place a well-defined Vigil Mechanism (Whistle Blower Policy).

• Compliance of Secretarial functions is ensured by way of Secretarial Audit.

• Compliance relating to Internal Control System of the Company is ensured by way of Internal Audit.

25. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Company has formulated and adopted a Risk Management policy. The primary objectives of the policy include identification and categorisation of potential risks, their assessment and mitigation and to monitor these risks.

The Board has entrusted the Risk Management Committee ("RMC") with overseeing the processes of identification, evaluation and mitigation of risks. The RMC inter-alia periodically reviews the organisational risks that are spread across operational, financial, technological and environmental spheres and provide guidance to the management team. The outcome of the meetings of RMC are reported to the Audit Committee of the Board.

Your Company is committed to protect the interests of its customers, investors, shareholders, employees, stakeholders and each person or entity with whom it

is associated with. Towards this goal, your Company will further strengthen the internal processes and evaluate even more innovative ways to blunt the risk impact. The details of the RMC along with its charter are set out in the Corporate Governance Report, forming part of this Report.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the Management periodically.

The Risk Management Policy of the Company is available on the website of the Company at www.stylam.com .

26. CREDIT RATING

During the FY 2025-26, CARE Rating Limited has revised a credit rating assessment of the Company for both short term and long-term exposures.

The revised ratings of the Company are as under:

Facilities Old Rating Revised Rating Rating Action
Long term facilities CARE A+; Stable CARE A+ (RWD Continues to be on Rating Watch with Developing Implications
Short term facilities CARE A1 CARE A1 (RWD) Continues to be on Rating Watch with Developing Implications

27. DEPOSITS

The Company has neither accepted nor renewed any Deposits during the FY 2025-26 in terms of Chapter V of the Act. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the FY.

28. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place "Policy for Prevention and Redressal of Sexual Harassment" in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred "as the said act") and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee ("ICC") at the Registered Office, Works to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Sections 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the FY under review, is as under:-

Sr. No. No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending for more then 90 days No. of cases pending as on the end of the financial year under review
-Nil-

29. Maternity Benefit

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961 and no complaint has been received in this regard from any employee.

30. Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organisation culture, and rewarding merit and sustain high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career.

31. DEPOSITORY SYSTEMS

The shares of the Company are in compulsory demat segment and are available for trading in the depository systems of both the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As at 31st March 2026, 1,66,30,040 Equity shares out of 1,69,48,060 equity Shares of the Company, forming 98.12% of the Company's paid-up capital is held in the dematerialized form. Majority of demat shares are with National Securities Depository Limited.

The Company has established connectivity with both Depositories viz. NSDL and CDSL.

The Company has appointed MUFG Intime India Private Limited, its Registrar and Share Transfer Agent across physical and electronic alternative.

32. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees, investments and securities provided during the FY 2025-26 have been provided in the Financial Statements which forms part of the Annual Report and the Company has not given any fresh loans, investments or guarantee during the year.

33. Borrowing Limit

Based on estimation of business growth in next 3 to 4 years, requirement of capex & working capital and to support the business operations of subsidiary companies and on the recommendation of Board, the shareholders of the Company at its AGM held on 30th September, 2025 has increased the borrowing limit (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) as well as the limit to mortgage and/ or create a charge on any of its movable and/ or immovable properties from RS. 45 crores to RS. 100 crores.

34. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and amendment to the Listing Regulations, your Company has formulated a revised "Policy on Related Party Transactions", which is also available on the Company's website at www.stylam.com . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered into with related parties as defined under the Act read with Regulation 23 of Listing Regulations during the FY, were in the ordinary course of business and at arm's-length price.

There was no materially related party transaction entered into by the Company with its promoters, directors or key managerial personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the members.

Accordingly, The Company did not enter into any contract/ arrangement/ transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Details of related party transactions entered into by the Company are disclosed in the financial statements for the financial year ended 31st March, 2026. All related party transactions were placed before the Audit Committee for prior approval and review on a quarterly basis and prior omnibus approval of the audit committee was obtained for the transactions which were of a repetitive nature.

Your Directors draw attention of the members to note 42 in the notes to accounts in the standalone & consolidated financial statement which sets out related party disclosures.

35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of effected Director(s) and Employee(s). In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy is available on Company's website at https://stylam.com/assets/front/pdf/ cor/policy/whistleblowerpolicy 001-1.pdf .

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

37. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company has a strong belief that social responsibility is an integral part of our philosophy. This commitment is reflected in our business practices, accountability and dedication to enhancing the well-being or communities and society through our environmental and social initiatives.

The Company has in place a CSR Policy framed in accordance with the requirements of Section 135 of the Act and Rules framed thereunder.

The CSR Policy is available on the website of the Company at www.stylam.com

Throughout the year, the Company expanded its CSR initiatives, focusing on key areas including Health & Nutrition, Education, Skill Development, Sanitation, Environment and National Sports. These efforts demonstrate our commitment to creating a positive impact in the communities we serve.

For constitution and other details of the CSR Committee, please refer to the Report on Corporate Governance enclosed to this Report.

An Annual Report on CSR, setting out the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure 5".

38. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

39. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS &DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The Company's equity shares was listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") which has nationwide trading terminals. The Company has paid the Annual Listing

Fees to BSE/ NSE for the FY 2025-26. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly made by the company.

40. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, Stylam Industries Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the website of the Company at www.stylam.com

41. INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

42. SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. The Company does not produce any kind of hazardous waste.

43. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Listing Regulations, the Annual Audited Consolidated Financial Statement for the FY ended 31st March 2026, together with Report of Auditors' thereon, forms part of this annual report.

44. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of Listing Regulations a detailed review of the operations, performance and future outlook, major events occurred during the year as well as state of Company's affairs is given in the Management Discussion and Analysis, which forms part of this report.

45. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")

A detailed Business Responsibility & Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations is attached herewith as 'Annexure 6' to the Annual Report.

46. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY ("IEPF")

Pursuant to the provisions of Section 124 of Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ("IEPF Rules"), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the IEPF, constituted by the Central Government.

During the FY 2025-26, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to IEPF.

47. TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority/ IEPF Account.

During the FY 2025-26, there were no shares which are required to be transferred to IEPF Account.

48. CYBER SECURITY AND DATA PRIVACY

With increasing digitalisation, rise in corporate cyber-crimes, high cost of data breaches and evolving regulations, businesses are placing greater focus on detecting, preventing, and combating information security threats. The Company identified its information security risks and is committed to safeguarding business information from internal and external threats. It is also committed to upholding stakeholders' right to privacy and, as a responsible corporate, strive to protect their personally identifiable information. The Company has established robust policies and processes on information security.

The Company has implemented an Information Security policy, which provides management direction and guidance to ensure availability, integrity and confidentiality of information and information systems across locations.

49. DIVIDEND DISTRIBUTION POLICY

The Company has formulated and published a Dividend Distribution Policy which provides for the parameters to be considered for declaring/ recommending dividend, circumstances under which the shareholders may or may not expect dividend. The policy is available on the website of the Company at www.stylam.com and also provided in a separate "Annexure 7".

50. Integrated Report

The Company has provided Integrated Report, which includes non-financial and financial information to have a better understanding of the Company's long-term strategy. This report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital as per International <IR> framework.

51. Article of Association ("AOA")

During the FY 2025-26, the AOA of the Company has been altered by substituting Article 85 in the current Articles of Association of the Company with the following:

"Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than 3 (three) and shall not be more than 15 (fifteen)."

52. Open Offer

Pursuant to the execution of the Share Purchase Agreements and Shareholders' Agreement dated 26th December, 2025, and in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, AICA Kogyo Company Limited ("Acquirer") made an open offer for acquisition of up to 44,06,496 fully paid-up equity shares of face value of RS. 5/- of the Company, representing 26% of the Voting Share Capital, from the Public Shareholders.

The said open offer was successfully completed on 13 May 2026 and after the completion, the shareholding of Acquirer increased from 45,96,868 equity shares to representing 27.12% of the Voting Share Capital to 50,62,984 equity shares to representing 29.87 % of the Voting Share Capital of the Company.

53 Reclassification of Promoters/ Promoter group

Pursuant to the completion of the transfer of 16,94,806 equity shares representing 10% of the issued, paid-up and voting share capital of the Company by Pushpa Gupta to AICA Kogyo Company, Limited ("Acquirer") on 13th February 2026, and 29,01,962 equity shares representing 17.12% of the issued, paid-up and voting share capital of the Company by Pushpa Gupta, Dipti Gupta and Manav Gupta to the Acquirer on 17th February 2026, Pushpa Gupta and Dipti Gupta, who have been categorised as part of the 'promoter and promoter group' of the Company, (collectively, the "Erstwhile Promoters")

cease to hold any equity shares of the Company and cease to be the promoters/ members of the promoter group of the Company, in accordance with Regulation 31A(10) of Listing Regulations.

All of the requirements for undertaking such reclassification as applicable in accordance with Regulation 31A(10) of Listing Regulations are satisfied, including as set out below:

The intent of the Erstwhile Promoters to cease to be promoters/ members of the promoter group pursuant to the Transactions was disclosed as part of the offer documents issued by the Acquirer in regard to the open offer made by the Acquirer in terms of the SEBI (SAST) Regulations.

Further, pursuant to the share purchase agreement dated 26 December 2025, and after acquisition of 16,94,906 equity shares of the Company, the Acquirer re-classify as a Promoter of the Company in accordance with Regulation 31A(10) of Listing Regulations.

54. GENERAL DISCLOSURE

During the year under reviewed

• The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company pursuant to the provisions of Section 67 of Act and Rules made thereunder.

• The Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

• The Company has timely payment to micro and small enterprises and payments to micro and small enterprise suppliers does not exceed forty-five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of Section 9 of the Micro, Small and Medium Enterprises Development Act, 2006.

• As on the date of this Report, no application is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") and the Company did not file any application under IBC during the FY 2025-26.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

• Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No political contribution was made during the year under the FY 2025-26.

• The Company has been honoured with the "Second Best Exporter of Decorative Laminates" award and has received the highest recognition for exports for the year 2023-24 & 2024-25 from the Plastics Export Promotion Council (Sponsored by the Ministry of Commence & Industry, Department of Commerce, Government of India).

55. ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contribution to the good levels of performance and growth that the Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as nongovernment authorities, customers, vendors, and members during the financial year under review.