Stylam Industries Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the thirty third (33rd ) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE SUMMARY

Rs. in crores

	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	914.08	952.13	914.08	952.13
Earnings before Interest, Taxes & Depreciation	183.36	154.81	183.36	154.81
Less: a) Finance Cost	2.49	8.18	2.49	8.18
b) Depreciation	22.26	19.99	22.26	19.99
Add: Other Income	5.72	1.44	5.66	1.39
Profit before exceptional items and tax	165.46	128.07	165.41	128.02
Less: Exceptional Items*	1.14	-	1.14	-
Profit before tax	164.32	128.07	164.27	128.02
Less: Tax Expense	35.87	32.09	35.87	32.07
Profit for the Period	128.44	95.98	128.40	95.94
Share of Profit/(Loss) of associate company	-	-	-	-
Add: Other Comprehensive Income/(Expense) (Net of Taxes)	(0.0189	(0.0027)	(0.0189)	(0.0027)
Total Comprehensive Income	128.42	95.97	128.38	95.94
Opening balance in Retained Earnings	403.59	307.62	403.92	307.98
Closing balance in Retained Earnings	527.81	403.59	528.09	403.92

Standalone

The standalone revenue (revenue from operations)) decreased by 4% to INR 914.08 Crore for Financial Year 2023-2024 from INR 952.13.crore for Financial Year 2022-23, driven by due to Russia-Ukraine War, Inflation and other challenging global environment leads to decline in export sales and domestic sales. The global market for Decorative Laminates estimated at USD 6302.3 million in the year 2022, is projected to reach a revised size of USD 7090.9 million by 2028, growing at a CAGR of 2.0Percent during the forecast period 2022-2028. North America is anticipated to account for significant share of the market during the forecast period. Asia Pacific is estimated to be a rapidly growing region of the decorative laminates market, owing to the rise in demand for these laminates from residential and non-residential sectors. Increase in disposable income, economic growth, rise in standard of living, and growth in residential construction are some of the factors driving the market in Asia Pacific. Middle East & Africa is likely to be an attractive region of the decorative laminates market during the forecast period owing to the increase in the number of tourist hotels and growth in the construction industry in the region Decline in construction industry affects laminate flooring sales Laminate flooring sales suffers in 2023 After a challenging year in 2022, the laminate industrys sales continue to be impacted by the construction sectors downward trend into 2023, according to the European Producers of Laminate Flooring Association (EPLF).

Despite facing a general decline due to inflation, rising material costs, and slowing demand, the sector maintains confidence in the market and remains optimistic about future sales.

The construction market has been under pressure due to high inflation and rising costs. Consumers stopped building and renovating. As laminate is one of the biggest flooring categories, it follows the downward trend of the construction market.

Long term projections however show a very big opportunity for laminate flooring as new construction and renovation are expected to boom in the next few years. The construction market will go up again as there is a shortage of housing, new houses will need to be built and the existing housing market will need to be renovated because of the implementation of the European Green Deal.

On the short term, the members of EPLF prepare for a difficult market. They are confident on the medium and longer term and are optimistic for future sales.

2. PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW

In Financial Year 2023-2024, your Company able to sustain its growth momentum by scaling new profitability benchmarks by increase of 33% growth year on year. The revenue from operations slightly decline of 4 % year on year due to global challenges , inflation and Tepid Demand respectively.

3. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report for the Financial Year 2023-24, pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which is presented as a separate statement forming part of this Annual Report.

4. CORPORATE DEVELOPMENTS

Setting up of our new Plant for the manufacturing of laminate sheet as announced previously are progressing well,

5. TRANSFER TO RESERVES

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

6. DIVIDEND

During the year under review, the Board of Directors of the Company at their meeting held on November 6, 2023 has recommended payment of INR 2.50 (Two rupee and fifty- paisa only) per equity share of Company having face value of INR 5 (Rupees five only) each as Interim dividend for the Financial Year 2023-24. The interim dividend was paid to the shareholders on November 30, 2023.The total dividend for the Financial Year 2023-24, amounts to INR 4,23,70,150/- As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the Interim dividend from time to time after deduction of tax at source.

The abovesaid dividend declared is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations, can be accessed on the website of the Company at https://stylam.com/corporate-governance/

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

8. CHANGE IN SHARE CAPITAL OF THE COMPANY

There is no change in Share Capital of the Company During the year 2023-24.

9. CHANGE IN NATURE OF BUSINESS

During Financial Year 2023-24, there was no change in the nature of Companys business.

10. SUBSIDIARIES, ASSOCIATES

As at March 31, 2024, the Company has one wholly owned subsidiaries ie 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. https:// www.stylam.com Your Company does not have any material subsidiary as on March 31, 2024.

The policy for determining material subsidiaries, as approved by the Board, is uploaded on the Companys website and can be accessed at the web-linkhttps://stylam.com.

11. CORPORATE GOVERNENCE

Your Company is committed to benchmarking itself with the best national and international standards of Corporate Governance and is also committed to pursue and adhere to the highest standards of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Act. The report on the Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-A and form part to this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Diversity

In compliance with Regulation 19(4) read with Part D of the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-executive Independent Directors & Non-Executive Non Independent Director in accordance with requirements of the Act, Listing Regulations and other statutory, regulatory and contractual obligations of the Company. The Policy is available on the website of the Company atwww.stylam.com,

The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

Board of Directors

As on March 31, 2024, Board comprises of eight directors, including four independent directors (including one- woman independent director), and Four executive directors. The brief profile of each director is available on the website of the Company at https://www.stylam.com The Nomination and Remuneration Committee ("NRC") and the Board noted the following in their respective meetings held on August 17, 2023: Appointment of Ms Purva Kansal as Non-Executive Independent Director Ms. Purva kansal having Din no 08205836 is appointed as Non-Executive Independent Director.

In the opinion of the Board, all the directors, including the directors proposed to be appointed re-appointed, if any, possess the requisite qualifications, Skills, experience and expertise and hold high standards of integrity.

The list of key skills, expertise and core competencies of the Board of Directors is provided in the Report on Corporate Governance forming the part of this Boards Report.

None of the Directors of the Company have resigned during the year under review Directors and key Managerial Personnel Change in Directors After the Balance sheet Date

1. Appointment of Mr. Tirloki Nath Singla (DIN:00182154) as Additional Director designated as Non Executive Non Independent Director of the Company for a term of five (5) consecutive years with effect from August 27, 2024 subject to the approval of Members at the ensuing Annual General Meeting.

2. Appointment of Mr. Sunil Kumar Sood (DIN:01191059) as Additional Director designated as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from July 31, 2024 subject to the approval of Members at the ensuing Annual General Meeting.

3. Appointment of Mr. Nikhil Garg (DIN:03400248) as Additional Director designated as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from July 31, 2024 subject to the approval of Members at the ensuing Annual General Meeting.

4. Appointment of DR. Rajesh Gill (DIN:) as Additional Director designated as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from August 27, 2024 subject to the approval of Members at the ensuing Annual General Meeting.

5. Retirement of Mr Satpal Garg (DIN NO 01074514) from the position of Independent Director and chairman of the Company on the completion of his second term of office effecting from the closing of the business hours on 31st July 2024 and ceased to be the Independent Director of the company thereafter, he shall also cease to be a Member of the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee of the Company

6. Resignation of Ms. Renu Sood (DIN: 02280975), she has tendered her resignation as the Independent Director of the Company, with effect from close of business hours on 31st July, 2024, citing preoccupation and other personal commitments. Consequently, She shall also cease to be a Member of the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee of the Company.

Reappointment of Managing Director, Independent Director and Whole time Director

1. Reappointment of Mr. Jagdish Rai Gupta (DIN: 00115113) as Managing Director and appointed as chairman of the company for a terms of Five (5) consecutive years with effect from July 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting.

2. Reappointment of Mr. Manav Gupta (DIN: 03091842) as Executive Whole Time Director for a terms of Five (5) consecutive years with effect from July 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting.

3. Reappointment of Mr. Sachin Bhatla (DIN: 08182443) as Executive Director for a terms of Five (5) consecutive years with effect from July 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting.

4. Reappointment of Mr. Vinod Kumar (DIN: 08576194) as Non-Executive Independent Director for a terms of Five (5) consecutive years with effect from July 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the reappointment of Directors are also included in the Notice.

Key Managerial Personnel

As on March 31, 2024, the Key Managerial Personnel ("KMP") of the Company as per Section 2(51) and Section 203 of the Act are as follows:

Name of the KMP	Designation
Mr Jagdish Rai Gupta	Managing Director
Mr Manit Gupta	Whole time Director
Mr. Manav Gupta	Whole time Director
Mr. Sachin Bhatla	Whole time Director
Mr. Kishan Nagpal	Chief Financial Officer (C.F.O)
Mr. Sanjeev Kumar Sehgal	Company Secretary and Compliance officer

During the year under review, there were no changes in the KMP of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors on the Board of the Company have submitted requisite declarations to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. All independent directors of the Company have affirmed compliance with the Schedule IV of the Act and Companys Code of Conduct for Directors and Senior Management. All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

In the opinion of Board of Directors of the Company, independent directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. The Company has an optimum mix of expertise (including financial expertise), leadership and professionalism.

14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Remuneration Policy for Directors, Key Managerial Personnel and Other Employees ("Remuneration Policy") of the Company formulated in accordance with Section 178 of the Act and regulation 19 read with Schedule II of the Listing Regulations. Further, details on the same are given in the Corporate Governance Report, which forms part of this Annual Report.

The Remuneration Policy of the Company is available on the website of the Company at https://www.stylam.com

15. DISCLOSURE UNDER RULE 5(1) AND 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The disclosure 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, are provided in a separate Annexure-B forming part of this Report.

16. BOARD EVALUATION

The criteria of evaluation of Board are based on "Guidance note on Performance Evaluation" issued by the SEBI on January 5, 2017, and in compliance with provisions of Act and Listing Regulations.

A structured questionnaire covering various aspects of the Boards functioning was circulated to individual directors, Committees, Board followed by feedback received through one-to-one interactions by the Chairperson of the NRC Committee and Chairperson of the Board with the directors being evaluated and suggestions for the further improvements based on feedback received.

The summary of the evaluation was presented to the Board of Directors of the Company in their meeting held on January 29, 2024.

Evaluation of Committees

The performance evaluation of committees was carried out by the Board after seeking inputs from the committee members, on the basis of the criteria such as structure and composition of committees, fulfilment of the functions assigned to committees by the Board and applicable regulatory framework, frequency of meetings, adequacy of time allocated at the committee meetings, adequacy and timeliness of the agenda and minutes circulated, effectiveness of the Committees recommendation to the Board etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of Individual Directors.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The evaluation of directors was based on, inter-alia, various criteria such as qualification and experience, fulfilment of functions as assigned, attendance at Board and Committee meeting, contribution to strategy and other areas impacting Companys performance, availability and attendance etc.

The evaluation of the Board was based on the criteria such as structure and composition of the Board, frequency of meetings, adequacy of time allocated at the Board Meetings, adequacy and timeliness of the agenda and minutes circulated, functions of the Board, governance and compliance etc.

Evaluation of Independent Directors

The performance evaluation of Independent Directors was carried out by the Board of Directors based on various criteria, inter-alia, including attendance at Board and committee meetings, qualification, experience, ability to function as a team, commitment, roles performed and understanding of industry.

Feedback

The feedback and results of the questionnaire were collated, and consolidated report shared with the Board for improvements and its effectiveness. Broadly, the Directors have expressed their satisfaction with the evaluation process and the outcome. The Board also noted the key action points emerged from the process for implementation. A detailed update on the Board Evaluation is provided in the relevant section of the Corporate Governance Report.

Results of Evaluation

The outcome of such performance evaluation exercise was discussed at a separate meeting of the Independent Directors held on March 24, 2024 and was later tabled before the meeting of Nomination and Remuneration Committee and the Board of Directors of the Company held on the 31st July 2024.

The Board of Directors expressed their satisfaction with the evaluation process. During the year under review, the Nomination and Remuneration Committee ascertained and reconfirmed that the deployment of "questionnaire" as a methodology, is effective for evaluation of performance of Board and Committees and Individual Directors. The overall performance of the Board, Committees, Independent Directors, Non-Executive Directors and Chairperson of the Board was positive.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors of the Company are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarization programme are provided in the Corporate Governance Report and is also available on the website of the Company at www.stylam.com.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that: i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed, and there are no material departures from the same. ii. the Directors have 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 as at March 31, 2024 and of the profits of the Company for the financial year ended March 31, 2024; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities iv. The annual accounts for the financial year ended March 31, 2024, have been prepared on a ‘Going Concern basis; v. Proper internal financial controls have been laid down by the Directors were followed and that such internal financial controls are adequate and operating effectively; and vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. DISCLOSURE ON COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AS PER SECTION 178 OF THE ACT

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees ("Nomination and Remuneration Policy/Policy") of the Company was adopted by the Board based on the recommendation of the Nomination & Remuneration Committee. The Policy sets out criteria to pay equitable remuneration to the Directors, KMP and other employees of the Company and to harmonise the aspirations of human resources with the goals of the Company.

While formulating policy relating to the remuneration of the directors, key managerial personnel and other employee, the Board has ensured that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration of the directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The salient features of the Nomination and Remuneration policy of the Company are as follows:

1) The Nomination and Remuneration Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP and accordingly recommend to the Board his / her appointment to the Board;

2) The Nomination and Remuneration Committee shall consider qualifications and appointment for Independent Directors as per the provisions of the Act;

3) The Company shall ensure that the person appointed as Director/ Independent Director are not disqualified under the Companies Act, 2013, and rules made thereunder;

4) The Director/ Independent Director/ KMP shall be appointed as per the procedure laid down under the provisions of the Act, and rules made there under, or any other enactment for the time being in force

5) The term/ tenure of the Directors shall be governed as per provisions of the Act and the Rules made there under, as amended, from time to time;

6) In case of re-appointment of Director(s), the Board shall take into consideration, the performance evaluation of director, engagement of the director and contribution in the deliberations of the Board.

This Policy is available on the website of the Company at the web link www.stylam.com

20. 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 -A.

21. SUCCESSION PLANNING

The Company believes that succession planning for the Board members and Senior Management is very important for creating a robust future for the Company. The Nomination and Remuneration Committee plays a pivotal role in identifying successors to the members of the Senior Management and invests substantial time with the Board of Directors on succession planning.

The Company has a Succession Planning Policy in place which intends to achieve the following:

The business of the Company is not affected on account of interruptions caused due to super annuation or voluntary retirement or resignation or death or permanent incapacitation or sudden exit of any member of the Board, Executive Directors, Senior Management and other key employee covered under this Policy;

To identify and create a talent pool of high potential personnel, who can be considered for appointment at the Board, Executive Directors, Senior Management and other critical positions and to groom them to assume such roles in the Company, whenever the need arises;

To ensure timely and high-quality replacements for those personnel who are currently holding positions as above said.

22. DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There have no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the Financial Statements relate and the date of this report.

24. RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Omnibus approval from the Audit Committee is obtained for the related party transactions. The Policy on Related Party Transactions, as required under the Listing Regulations, is available on the website of the Company at www.stylam.com.

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arms length

15. 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; Outlook Stable
Short term facilities	CARE A1 (A ONE)

Other Disclosures

The Company has complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

Related Party Transaction

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were in the ordinary course of business and at arms length basis. Prior omnibus approval is obtained for the recurring transactions with the related parties and the unforeseen related party transactions, which would be in the ordinary course of business and on an arms length basis. The Company did not enter into any material related party transactions. The details of the related party transactions are set out in the notes to financial statements forming part of this Annual Report. Further, the related party transactions undertaken by the Company were in compliance with the provisions set out in the Act read with the Rules issued thereunder and relevant provisions of the Listing Regulations.

The policy on dealing with related party transactions is disclosed on the Companys website at www.stylam.com.

Details of Non-Compliance

No penalties or strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to the capital market, during the last three years.

Your Company has complied with all the requirements of regulatory authorities.

Vigil Mechanism/Whistle Blower Policy

Your Company has in place Vigil Mechanism/ Whistle Blower Policy. During the year, no personnel has been denied access to the Audit Committee.

The Whistle Blower Policy of the Company is available on the website of the Company and can be access at www.stylam.com The details about the vigil mechanism form part of the Boards Report.

Policy on Board Diversity

The Nomination and Remuneration Committee has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides organisations approach to Board Diversity. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage. The Company further believes that a diverse Board will contribute towards driving business results, make corporate governance more effective, enhance quality and responsible decision-making capability, ensure sustainable development and enhance the reputation of the Company. The Board of Directors is responsible for review of the policy from time to time. The policy on Board Diversity has been placed on the Companys website at www.stylam.com.

Details of compliance with mandatory requirements and adoption of the non-mandatory requirements

All the mandatory requirements have been duly complied with and certain discretionary disclosure requirements were undertaken.

Material Subsidiaries

The Company does not have any material subsidiary company in terms of Regulation 16 of the Listing Regulations. The synopsis of the minutes of the Board meetings of the subsidiary companies are placed at the Board meeting of the Company on quarterly basis. The Audit Committee reviews the financial statements including investments by the unlisted subsidiaries of the Company.

The management periodically brings to the notice of the Audit Committee and the Board of Directors of the Company, a statement of all significant transactions and arrangements entered into by unlisted subsidiaries, if any.

The policy for determining material subsidiaries is available on the Companys website at www.stylam.com

Details of Subsidiaries of the Listed Entity

The details of Subsidiaries of the Company are given below basis in terms of provisions of the Act. Further, there are no contracts or arrangements entered Into under Section 188(1) of the Act, hence no justification have been separately provided in that regard.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 36 to the standalone financial statements of the Company. The Company in terms of Regulation 23 of the Listing Regulations regularly submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified to the stock exchange. The said disclosures can be accessed on the website of the Company at www.stylam.com Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure-C to this Report.

25. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Ten (10) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors held and attended by the Board of Directors during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Report. The Board of Directors have met quarterly and the gap intervening between two meetings was within the time prescribed under the Act and the Listing Regulations. The details and attendance of meetings of the Board, its committees, the Annual General Meeting and Extra Ordinary General meeting are mentioned in the Corporate Governance Report, which forms part of this Report.

26. DOWNSTREAM INVESTMENT

During the Financial Year 2023-24, the Company has not made any downstream investment which tantamount to indirect foreign investment. Hence, the requirement of obtaining certificate from the statuary auditors under the extant Foreign Exchange Management (Non- debt Instruments) Rules, 2019 is not applicable.

27. AUDITORS AND AUDITORS REPORT a. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Sanjiv Kumar Goel (CP No. 1248), as the Secretarial Auditor of the Company to undertake the Secretarial Audit for Financial Year 2024-25, based on consent received from Mr. Sanjiv Kumar Goel.

The Secretarial Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed herewith and forms part of this report and enclosed.

b. Annual Secretarial Compliance Report

As per the regulation 24A(2) of the Listing Regulations, the Secretarial Auditor of the Company has provided the report on the applicable compliances of the Company for the financial year 2023-24. The Annual Secretarial Compliance Report obtained from the Secretarial Auditor of the Company has been submitted to the Stock Exchanges and is available on the website of the Company at www.stylam,com.

c. Statutory Auditors

M/s. Mittal Goel and Associates Chartered Accountants (FRN 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 in terms of the provisions of Section 139 and 141 of the Act.

d. 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.

28. INTERNAL CONTROL SYSTEM

The Company has in place internal control system, which is commensurate with its size, scale and complexities of its operations.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors is periodically apprised of the internal audit findings and corrective actions are taken accordingly Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. For more details, refer to the internal control systems and its adequacy section in Managements Discussion and Analysis Report, which forms part of this Annual Report.

29. REPORTING OF FRAUD

During the year under review, none of auditors have reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee, under Section 143 (12) of the Act.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes.

In accordance with the requirements of Section 135 of Companies Act, 2013, Company has constituted a Corporate Social Responsibility Committee. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as Annexure-K.

The Company has contributed H 182.07 lakh towards various CSR activities during the year and increased/ scaled up its CSR intervention in the areas prescribed in the Companys CSR policy. As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in Indias sustainable development by embedding wider economic, social and environmental objectives. The Company has identified projects where contribution will be meaningful for the economic uplift of the society.

31. 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.

32. VIGIL MECHANISM

Your Company is committed to highest standards of professionalism, honesty, integrity, transparency and ethical behaviour. Pursuant to the provisions of Section 177(9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations, the Board of Directors have approved the Policy on vigil mechanism/whistle blower which provides mechanism to its directors, employees, vendors, customers, business partners/associates or any third party and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimisation of employees and other persons who avail this mechanism.

The Company has also designated an email id that is hr@stylam.com where the whistle blower can report the concerns or wrong doings.

The mechanism under the policy has been appropriately communicated within the organisation. The Audit Committee of the Board reviews the functioning and implementation of the Whistle-blower mechanism, on quarterly basis. No person was denied access to the Audit Committee of the Company.

During the year under review, the Company has not received any complaints under the said mechanism. During the year under review, the Whistle Blower Policy was amended, and the Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at the link: www.stylam.com.

33. 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.

34. ANNUAL RETURN

In accordance with the provisions of Act, the Annual Return of the Company in the Form MGT-7 is available at: www.stylam.com

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS

No significant and material order has been passed by any regulator or court or tribunal, which might impact the ‘going concern status and Companys operations

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in the Annexure-D forming part of this Report.

38. HUMAN RESOURSES

Our Company has excelled across all five dimensions of High-Trust, High-Performance Culture - Credibility, Respect, Fairness, Pride, and Camaraderie. On the employee satisfaction front, the Company earned the Great Place To Work? Certification™ from the Great Place To Work. Stylam Industries is committed to creating fair, inclusive, and innovative working environments where employees can learn, develop and achieve our full potential. As an innovation and people-driven Company, our success is driven by the success and satisfaction of our employees, customer, and shareholders. We will continue to invest in our people and nurture a culture that promotes fairness, integrity, transparency, and collaboration.

Our customers see us as a technology leader with excellent products. We have invested heavily in creating new capabilities, skills, processes, and systems to meet our demands on committed dates with a high level of responsiveness and flexibility.

Our commitment towards Safe work culture and TQM remains uncompromised. We are continuously strengthening the goal deployment through managing points and checking points, adopting the problem-solving approach, and working towards identifying, eliminating unsafe situations so that the employees continue to feel a safe work environment.

39. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH), the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at Workplace ("policy") for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Committee has also been set up to redress any such complaints received.

The Companys goal is 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. Company is committed to providing a safe and conducive work environment to all of its employees and associates.

The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of POSH. The employees are sensitised from time to time in respect of matters connected with POSH. During the year under review, no complaints has been received by the Company under the POSH.Policy for prevention of Sexual Harassment at workplace (‘POSH Policy) of your Company can be viewed at the www.stylam.com.

40. SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from trading in any of the stock exchanges.

41. 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-E to the Annual Report.

42. CAUTIONARY STATEMENTS

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statements. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, foreign exchange volatility etc

43 ACKNOWLEDGEMENT.

The Board of Directors places on record its sincere gratitude and appreciation for all the employees of the Company. Our consistent growth was made possible by their hard work, cooperation, and dedication during the year.

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company.

	By order of Board of Directors
	For Stylam Industries Limited
	Jagdish Rai Gupta
	(Managing Director and chairman)
	&
	Manit Gupta
Place Chandigarh	Whole Time Director
Date : 27.08.2024	Din : 00889528