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You can view full text of the latest Director's Report for the company.

BSE: 526951ISIN: INE239C01020INDUSTRY: Plywood/Laminates

BSE   ` 2170.75   Open: 2169.20   Today's Range 2162.45
2195.00
-3.85 ( -0.18 %) Prev Close: 2174.60 52 Week Range 1441.00
2430.00
Year End :2025-03 

The Directors are pleased to present the 34th Annual Report on the business and operations of the Company together
with the Audited Accounts (Standalone and Consolidated) for the financial year ended 31 March 2025.

1. FINANCIAL PERFORMANCE SUMMARY

The financial position of the company for the financial year ended on 31 March 2025 is summarised below:

STANDALONE

CONSOLIDATED

2024-25

2023-24

2024-25

2023-24

Revenue from Operations

102509

91408

102509

914808

Earnings before Interest, Taxes & Depreciation

18518

18336

18518

18336

Less: a) Finance Cost

392

250

392

250

b) Depreciation

2387

2226

2387

2226

Add: Other Income

744

567

750

573

Profit before tax

16484

16427

16490

16432

Less: Tax Expense

4301

3587

4302

3588

Profit for the Period

12183

12840

12187

12844

Share of Profit/(Loss) of associate company

-

-

-

-

Add: Other Comprehensive Income/(Expense)
(Net of Taxes)

(77)

(2)

(77)

(2)

Total Comprehensive Income

12106

12838

12110

12842

Earnings Per Share:

Basic

71

76

71

76

Diluted

71

76

71

76

2. OPERATIONS
Standalone

Revenue from operations for the year ended 31
March 2025 stood at H 102508.95 Lakhs as against
H 91408.26 Lakhs for the previous year. Profit after
tax for the year ended 31 March 2025 was H 12183.02
Lakhs as against H 12839.83 Lakhs for the previous
year and EPS of H 71.43/- per share as against
H 75.74/- per share for the previous year.

EBIDTA, during 2024-25 is H 18518.21 lakh as compared
to EBIDTA of H 18336.49 lakh during the previous FY.

In fiscal year 2024-25, Stylam Industries Ltd. recorded
a 12.04% 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 31 March 2025, no
entity became or ceased to be the Subsidiary, Joint
Venture or Associate of the Company.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

The authorised share capital of the company at the
end of the Financial Year 2024-25 was H 97,040,000/-
comprising of 19408000 equity shares of H 5/- each
and the paid up capital was 84,740,300 divided into
16,948,060 equity shares of H 5/- each.

7. CHANGES IN SHARE CAPITAL

There is no change in Share Capital of the Company
during the year 2024-25.

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 financial year 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 financial year 2024-25.

10. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year
ended 31 March 2025 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 the SEBI 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 March 31, 2025, the Company has one wholly
owned subsidiaries Stylam Panel Limited and one
Associate company Alca Vstyle Sdn.Bhd., Malaysia

Pursuant to Section 129(3) of the Companies
Act, 2013 ('Act'), the Company has prepared the
consolidated financial statements, which forms
part of this Annual Report. Further, a statement
containing salient features of Standalone Financial
Statements of subsidiaries in Form AOC-1, as
required under Rule 5 of Companies (Accounts)
Rules, 2014 is attached to the consolidated financial
statements of the Company. During the year under
review, no company has become or ceased to be
subsidiary, or associate of the Company.

In accordance with Section 136 of the Act, the Audited
Financial Statements, including the Consolidated
Financial Statements 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 March 31, 2025.

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 31 March 2025, the Company's Board has
a strength of 10 (Ten) Directors including 2 (Two)
Woman Director. The Chairman of the Board is an
Executive Promoter Director. The composition of the
Board is as below:-

Category

Number of
Directors

% to Total
Number of
Directors

Executive Directors

4

40

Non-Executive Directors

6

60

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. Tirloki Nath Singla (DIN:00182154) joined the
Board of Directors as a Non-Executive Director
w.e.f. 27th August 2024.

• Mr. Sunil Kumar Sood (DIN:01191059) joined
the Board of Directors as a Non-Executive
Independent Director w.e.f. 31st July 2024.

• Mr. Nikhil Garg (DIN:03400248) joined the Board
of Directors as a Non-Executive Independent
Director w.e.f. 31st July 2024.

• Ms. Rajesh Gill (DIN: 10753626) joined the Board
of Directors as a Non-Executive Independent
Director w.e.f. 27th August 2024

• Mr. Satpal Garg (DIN NO 01074514) and Ms.
Renu Sood (DIN: 02280975) resigned from
their position as Independent Director w.e.f.
31st July 2024.

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 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 the SEBI
Listing Regulations. In the opinion of the Board,
the Independent Directors, fulfil the criteria of
independence specified in Section 149(6) of the
Act and Regulation 16(1) (b) of the SEBI Listing
Regulations. 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 re¬
appointment

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 are liable to retire by rotation. Accordingly,
Mr. Sachin Bhatla (DIN: 08182443), 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
hisoffice as the Whole Time Director of the Company.

Number of Meetings of the Board of Directors

During the financial year 2024-25, 6 (Six) 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

The details of Key Managerial Personnel's (KMPs) of the Company in accordance with the provisions of Section
2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder, are as follows:-

S.

NAME

DESIGNATION

DATE OF

No.

APPOINTMENT

1.

Mr. Jagdish Gupta

Chairman & Managing Director

28.10.1991

2.

Mr. Manit Gupta

Whole Time Director

07.02.2015

3.

Mr. Manav Gupta

Whole Time Director

18.02.2012

4.

Mr. Sachin Bhatla

Whole Time Director

23.07.2018

5.

Mr. Vinod Kumar

Non-Executive Independent Director

30.09.2019

6.

Ms. Purva Kansal

Non-Executive Independent Director

17.08.2023

7.

Mr. Tirloki Nath Singla

Non-Executive Director

27.08.2024

8.

Ms. Rajesh Gill

Non-Executive Independent Director

27.08.2024

9.

Mr. Sunil Kumar Sood

Non-Executive Independent Director

31.07.2024

10.

Mr. Nikhil Garg

Non-Executive Independent Director

31.07.2024

11.

Mr. Dhiraj Kheriwal*

Company Secretary & Compliance Officer

21.01.2025

12.

Mr. Kishan Nagpal

Chief Financial Officer

24.11.2021

* Mr. Dhiraj Kheriwal was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 21st January 2025.

14. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing
Regulations, as on 31 March 2025, the Audit Committee of Stylam Industries Limited comprises of following 3 (Three)
Members, 2 (Two) Members are Independent Non-Executive Directors and 1 (One) is Non-Executive Director:-

Name

Designation

Category

Mr. Sunil Kumar Sood*

Chairman

Non-Executive - Independent Director

Mr. Vinod Kumar**

Member

Non-Executive - Independent Director

Mr. Tirloki Nath Singla***

Member

Non-Executive - Non Independent Director

*Appointed as Chairman of Audit Committee w.e.f. 31st July 2024.

** Appointed as Member of Audit Committee w.e.f. 31.07.2024.

*** Appointed as Member of Audit Committee w.e.f. 27.08.2024.

The recommendation made by the Audit Committee from time to time was accepted by the Board of Directors.
The details of the terms of reference, meetings held during the year, attendance of Audit Committee members at
such meetings etc. are provided in the Report on Corporate Governance forming part of this Annual Report.

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 the SEBI Listing
Regulations are also considered.

The Nomination and Remuneration Committee 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 Companies
Act, 2013 is furnished in
'Annexure-1' and forms part
of this Report.

The Policy is also available in the Investors section,
under the 'Codes & Policies' tab, 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 long¬
term 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, SEBI 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 Non¬
Independent 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 SEBI 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 under Section 134(5) of
the Companies Act, 2013, 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 Companies Act, 2013 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 AND KMPs

A statement containing the details of the
Remuneration of Directors and KMPs as required
under Section 197(12) of the Companies Act, 2013
read with rules framed thereunder, is attached as
'Annexure-3' and forms part of this Report.

20. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 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://stylam.com/investors-relation#financials

21. AUDITORS AND AUDITORS' REPORT
I.) STATUTORY AUDITORS

In terms of the provisions of Section 139 of
the Companies Act, 2013, 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.

Statutory Auditors' Report

The observations of the Statutory Auditor in
its reports on standalone and consolidated
financials are self-explanatory and therefore
do not call for any further comments.

Details in respect of frauds reported by
auditors

During the financial year, there have been no
instances of fraud reported by the Statutory
Auditors under Section 143(12) of Companies Act,
2013 read with rules framed thereunder, either
to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the
Companies Act, 2013 read with rules framed
thereunder, the Company has appointed
Mr. Sanjiv Kumar Goel, Practicing Company
Secretary (C.P. No. 1248), to conduct the
Secretarial Audit for the financial year 2024-25.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013
and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, 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.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the
financial year ended 31st March, 2025 on
compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder,
was obtained from Mr. Sanjiv Kumar Goel,
Company Secretaries, Secretarial Auditors.

III. ) COST AUDIT

As per the provisions of Section 148 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 2024-25.

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 SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI 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
SEBI 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.

During financial year under review, no material or
serious observation has been received from the
Internal Auditors of the Company for inadequacy or
ineffectiveness of such controls.

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, stakeholders, investors,
shareholders, employees 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 year under consideration, CARE has
carried out a credit rating assessment of the
Company for both short term and long term
exposures and has improved the rating.

The Rating of the company is as under:

Facilities

Rating

Long term facilities

CARE A ; Stable

Short term facilities

CARE A1

27. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2024-25 in terms of
Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at
the end of the Financial Year.

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 Section 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 financial year under review, is as under:-

S.

No. of cases pending as on
the beginning of the financial

No. of complaints filed
during the financial

No. of cases pending

No. of cases pending
as on the end of the

No.

for more then 90 Days

financial year under
review

year under review

year under review

29. 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
2025, 16617940 Equity shares out of 16948060
Equity Shares of the Company, forming 98.05%
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. National Securities Depository
Limited (NSDL) and Central Depository Services
(India) Limited (CDSL).

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

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

Particulars of loans, guarantees, investments and
securities provided during the financial year ended
31 March 2025 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.

31. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES UNDER SECTION 188(1) OF
THE COMPANIES ACT, 2013

In line with the requirements of the Companies Act,
2013 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 Companies Act,
2013 read with Regulation 23 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, during
the year, were in the ordinary course of business
and at arm's-length price.

There was no materially significant 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 intc
by the Company are disclosed in the financial
statements for the financial year ended 31st March
2025. 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.

32. DISCLOSURE ON VIGIL MECHANISM (WHISTLE
BLOWER POLICY)

The Company's personnel have direct access to the
chairman of the Audit Committee to report concerns
about unethical behaviour (actual or suspected),
frauds and other grievances. No personnel of the
Company have been denied access to the Audit
Committee. Adequate safeguards are being
provided against victimization of whistle blowers
availing of such mechanism.

Whistle Blower Policy of the Company is posted
on the website of the Company at the web link
https://stylam.com/assets/front/pdf/cor/policy/
whistleblowerpolicy 001-1.pdf

33. 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

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Stylam 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 ir
accordance with the requirements of Section 135 of
the Companies 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 and Nutrition, Education, Skill Development.
Sanitation, Environment and National Sports. These
efforts demonstrate our commitment to creating a
positive impact in the communities we serve.

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'.

35. 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.

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

The company's equity shares was listed on the
Bombay Stock Exchange (BSE) and National
Stock Exchange (NSE) which has nationwide
trading terminals. The company has paid the
Annual Listing Fees to BSE/NSE for the Financial
Year 2024-2025. All compliances with respect
to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 have been duly
made by the company.

37. 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

38. INDUSTRIAL RELATIONS

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

39. 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.

40. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Annual Audited Consolidated
Financial Statements for the financial year ended
31 March 2025, together with Report of Auditors'
thereon, forms part of this annual report.

41. MANAGEMENT DISCUSSION AND ANALYSIS

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.

42. 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.

43. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 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 Investor
Education and Protection Fund (IEPF), constituted by
the Central Government.

During the FY 2024-25, there is no such amount
with respect to Unclaimed Dividend, which is
required to be transferred to Investor Education and
Protection Fund (IEPF).

44. 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 FY 2024-25, there were no shares which are
required to be transferred to IEPF Account.

45. 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.

46. 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'.

47. GENERAL DISCLOSURE

During the year under review:-

• 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 Companies Act, 2013
and Rules made thereunder.

• The Company has not bought back its
shares, pursuant to the provisions of Section
68 of Companies Act, 2013 and Rules
made thereunder.

• The 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.

• There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

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

48. 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 non¬
government authorities, customers, vendors, and
members during the financial year under review.

for and on behalf of
STYLAM INDUSTRIES LIMITED

Sd/-

JAGDISH GUPTA

Chairman & Managing Director
DIN: 00115113

Sd/-

MANIT GUPTA

Date: August 29, 2025 Whole Time Director

Place: Chandigarh DIN: 00889528