Directors Report of Stylam Industries Ltd.

Mar 31, 2025

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

---

Mar 31, 2024

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 Particulars	H in crores Consolidated Standalone
	2023-24 914.08	2022-23	2023-24 914.08	2022-23
Revenue from Operations		952.13		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 industry’s sales continue to be impacted by the construction sector’s 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 Company’s 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://stvlam.com/corporate-qovernance/

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 Company’s 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 Company’s 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 at www.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 Board’s 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 Company’s 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 Board’s 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 Committee’s 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 Company’s 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 COMPANY’S 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 superannuation 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 arm’s 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 arm’s 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 arm’s 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 Company’s 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 Board’s 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 organisation’s 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 Company’s 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 Company’s 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 AUDITOR’S 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 Management’s 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 Company’s 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 India’s 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 [e-mail] 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 cybercrimes, 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 COMPANY’S OPERATIONS

No significant and material order has been passed by any regulator or court or tribunal, which might impact the ‘going concern’ status and Company’s 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 Company’s 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 Company’s intent expectations or forecasts that appear to be forwardlooking 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 Company’s performance could be the demand and supply for Company’s 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.

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Mar 31, 2023

Directors’ Report

Your Directors are pleased to share the Business Performance for the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE SUMMARY

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	952.13	659.35	952.13	659.35
Earnings before Interest, Taxes & Depreciation	154.81	103.65	154.81	103.59
Less: a) Finance Cost	8.18	7.83	8.18	7.83
b) Depreciation	19.99	23.26	19.99	23.26
Add: Other Income	1.44	8.06	1.39	7.97
Profit before exceptional items and tax	128.07	80.57	128.02	80.48
Less: Exceptional Items*	-	-	-	-
Profit before tax	128.07	80.57	128.02	80.48
Less: Tax Expense	32.09	19.47	32.07	19.46
Profit for the Period	95.98	61.11	95.94	61.02
Share of Profit/(Loss) of associate company	-	(22.10)		-
Add: Other Comprehensive Income/(Expense) (Net of Taxes)	(0.0027)	( 0.0090)	(0.0027)	(.0090)
Total Comprehensive Income	95.97	60.88	95.94	61.01
Opening balance in Retained Earnings	307.62	250.97	307.97	251.20
Closing balance in Retained Earnings	403.59	307.62	403.92	307.98

Economic Environment

Global Economic Overview

The global outlook remained uncertain with the financial sector
under stress, stubborn inflation, and the continuation of the
Ukraine war, apart from the residual effects of three years of
COVID. According to the IMF, “The baseline forecast is for growth
to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before
settling at 3.0 percent in 2024." In 2022, the rapid spread of
COVID-19 in China, and Europe''s food and energy crises, further
exacted a heavy toll on world economic activity. The negativity
affected consumer and investor confidence, which further
pressured the global economy''s near-term growth prospects.

The slowdown is particularly noticeable in the advanced
economies which contribute majorly to global demand. Growth
is expected to plummet from 2.7 percent in 2022 to 1.3 percent
in 2023. If conditions worsen this could fall below 1 percent, says
the IMF report.

On the positive side global inflation is likely to abate in the
coming months, though energy and food prices were yet to
show any major respite. Economic activity has been improving
since the third quarter of 2022, with some rebound in household
consumption and a pick-up in business activity. The opening of
the Chinese economy towards the end of the year also paved the
way for recovery in demand. As the

India, along with China, is expected to contribute 50%
of global growth in 2023

remaining headwinds are mainly in the Western world, global
growth is projected to be held up by the Asian economies. In

2022, emerging markets and developing economies achieved
a growth rate of approximately 4%, contributing significantly
to overall global growth. In the coming year, these regions
are expected to continue bolstering the global economy by
sustaining a growth rate of 3.9%.

Several counter measures are underway to prevent further
downtrend in growth. Sustained wage rise and Government''s
push to boost pent-up demand in large economies may gradually
drive consumer demand while reducing supply constraints. This,
in turn, should curb inflation and minimise the need for additional
interest rate hikes, thereby supporting growth. On the political
front, the cessation of the Ukraine war will give a significant boost
to the world economy. Greater cooperation among countries
would ease the road to recovery.

Indian Economic Overview

India appeared to be the bright spot in a struggling world
economy retaining its position as the world''s fastest-growing
major economy in the financial year (FY) 2022-23. The country
clocked a real gross domestic product (GDP) growth rate of 7.2
percent as per the estimate of the Central Statistical Organisation
(CSO), backed by strong investment activity, the Government''s
capex and infra push, and buoyant private consumption,
particularly among higher-income earners.

The Indian economy demonstrated remarkable resilience,
which is reflected in a rebound in post-pandemic consumption,
increased economic activity, and a resurgent service sector.
The Government of India''s initiatives for driving infrastructure
investments have also facilitated growth.

While post-COVID private investment recovery is still at a nascent
stage, there are early signals indicating that India is poised for a
stronger investment upcycle in both manufacturing and services
sectors. The number of private investment projects underway
in the manufacturing sector has been steadily growing over the
years. The GST collection for FY 2022-23 has increased by 22%
compared to last year.

Our Approach

In the beginning of FY23 when the situation warranted, entire
company''s focus was on all round improvement of efficiency. As
domestic operations Starts improving, the company focused both
on Domestic operations & the international operations.

The operations were taken to full scale, factories were ramped
up to full capacities, supply chain strengths ensured continued
availability of stocks at all levels.

Operations

As we entered 2022, the outlook was stable & no specific
expectations for growth were set, however as the year
progressed, the company surpassed the 2022 base year
revenue. Company has achieved revenue of H952.13 crore as
against H659.35 crore recorded in the previous year. Exports,
including export incentives, contribute 67.05% of total revenue.

During the year, operating margins improved significantly to
H154.81 crore from H103.65 crore in the previous year.

Outlook for the Indian Economy and India Laminate
Industry

Backed by its strong fundamentals, the Indian economy is in a
sweet spot to witness sustained growth in the years ahead. As
per the Economic Survey presented in parliament in January
2023, India is expected to witness a 6.0-6.8 percent GDP growth
rate in FY 2023-24. Multiple international and domestic agencies
forecast India''s GDP growth to be in the range of 6.0%-7.0% for
FY 2023-24.

The growth drivers will continue to be private consumption
and investment, supported by favourable Government policies
focused on improving infrastructure, and the business and
banking ecosystem. India is optimistic about its future prospects
because of its macroeconomic stability as well as its growing
economic and political prominence on the international stage. On
1st December 2022, India assumed the presidency of the G20
forum taking over from Indonesia. As an emerging economic
powerhouse, it is expected that India will take on other crucial
roles in the coming years.

High-frequency indicators, including GST collections, railway and
air traffic, electronic toll collection, the volume of e-way invoices,
etc., point towards a strong economic recovery. Increasing UPI
transactions and a higher credit demand also indicate sustained
expansion. However, the key risks to the growth rate can be a
slowdown in the global economy if the geopolitical situation
becomes further tense or persistent high inflation leads to an
increase in interest rates by central banks of major countries.

India Decorative Laminates Market Trends:

The India decorative laminates market is primarily driven by
the elevating living standards and the increasing per capita
expenditure of consumers on home decor products. The rising
popularity of ready-to-assemble (RTA) floorings, furniture, and
cabinets has also encouraged consumers to shift toward modern
home furnishing designs. Furthermore, the rapid development of
commercial infrastructure in India has increased the demand for
decorative interior products such as laminates in gymnasiums,
convention centers, indoor sports clubs, and auditoriums.
Furthermore, as decorative laminates are easy to install and do
not need to be connected with the subfloor or walls by nails or
staples, they have gained immense traction across the country.

Decorative Laminates Market Analysis

The global market for decorative laminates is expected to grow
at a CAGR of more than 3% during the forecast period. The major
factor driving the market studied is the growing construction
industry in the Asia-Pacific region. On the flip side, unfavorable
conditions arising due to the COVID-19 outbreak is hindering the
growth of the market.

Furniture application is expected to dominate the market studied
over the forecast period owing to the increasing construction
industry.

Asia-Pacific region is expected to dominate the global decorative
laminates market and is also forecasted to be the fastest-growing
region over the forecast period.

Product Extension and Expansion

The Company has planned for CAPEX of H150 Crore which is
expected to improve and enhance the share of value-added
products in the product mix The company has planned for
product extension under greenfield project.

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 from Care
‘A-'' to Care ‘A” Stable and ‘Care’A2 to Care ‘A2'' for long term
facilities and short term facilities respectively.

The Rating of the company is as under:

Facilities	Rating
Long term facilities	Care ‘A'' Stable
Short term facilities	Care ‘A2

Subsidiary and Associate and its performance

Asia Pacific Region holds the largest share in the global market
of laminates and allied building materials and on the basis of
rational forecasts Southeast Asia region is predicted to be the
fastest growing region due to a bounce in construction activities,
thus, Company with a view to explore more potential markets, had
incorporated a Wholly owned subsidiary (WOS) named Stylam
Asia-Pacific Pte. Limited in Singapore on the 16th September 2019
but said subsidiary company could not commenced its business

operations and it had been decided to close the company.
Eventually Company name got struck off on 16th August 2022.

The company had also purchased 34% shares of Alca Vstyle Sdn
Bhd.(Alca) Incorporated in Malaysia. These shares were purchased
from existing shareholders. Alca is engaged in the business of
trading of commercial and industrial furniture & fixtures.

The statement in form AOC-1 containing the salient features of
the financial statements of subsidiary/ associate company/joint
venture pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014 is attached
as “Annexure-I" to this Report

The company had incorporated wholly owned subsidiary (WOS)
Stylam Panels Ltd in India to explore the opportunity by way of
greenfield project in Plywood and allied wood based products.
However this project has been deferred for few months.

Dividend

The Company with a view to expand its business and oscillate
its direction towards growth in the best way possible, has barred
itself from recommending dividend during the year under review.

Reserve

After all appropriations and adjustments, the closing balance of
the retained earnings for FY 2023, stood at H403.92 crore.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company prepared in
accordance with Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian
Accounting Standard 110 have been provided in the Annual Report.

Material Changes and Commitments

There have been no other material changes viz:

• Settlement of tax liabilities;

• Operation of patent rights;

• Depression in market value of investments;

• Institution of cases by or against the Company;

• Destruction of any assets or disposal of a substantial part of
undertaking;

• Changes in capital structure; and

• Material changes concerning purchase of raw material and
sale of the product.

that occurred during the concerned financial year or subsequent
to closure of the financial year under consideration till the date
of the report

Change in nature of business, if any

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2023.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act,
2013, the maintenance of Cost Records as specified by the Central

Government is not required by the Company and accordingly
such records are not made and maintained by the Company.

Accreditation

Company received the following accreditation

- Company has been accredited T-2 recognition under
Authorized Economic Operator (AEO) programme, under the
aegis of World Customs Organization.

- Company has obtained certification from NSF International,
USA, for High Pressure Decorative Laminates and Solid Acrylic
Surface Products. NSF is the US based leading global provider
of public health and safety-based risk management solutions.

Deposits

During the year under review, the Company did not accept
any deposits from the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of
business excellence to achieve sustainable growth. Customer-
focused culture towards building long-term customers
relationships is the key agenda of the Management.

The Company following the principles oftotal quality management,
continues to be certified under ISO 9001: 2015 certifications for
the complete range of laminates manufactured.

Occupational, Health, Safety and Environment

The Company has effectively deployed policies on Safety,
Occupational Health & Environment at all locations and constantly
focuses on improving the effectiveness of system processes.

Brand Visibility

During the year under review, the Company has conducted
various programs viz Architects'' meet, Distributors meet, Dealers
meet to build a connection with its customers and dealers so to
promote brand visibility and generate demand

Human Resources

The Company recognizes that the purpose of Human Resources
is to be a catalyst and change agent. Over the years, there has
been a paradigm shift in the approach adopted by Employee
Relations through different initiatives in various capacities. The
Company invested in formal and informal training coupled with
on the-job training. We drive sustainable growth and have been
instrumental in bringing in thought leadership in building strong
employee relations. The Company is focused on building a high
performance culture with a growth mindset. Developing and
strengthening capabilities for all employees remained Company''s
an ongoing priority. The Company maintains momentum on
building speed and simplification in ways of working.

Directors and Key Managerial Personnel

Change in Directors

Appointment of Ms.Purva Kansal who was appointed as an
Additional Independent Director on the Board of the Company
on 17th August 2023 for a period of 5 years w.e.f. 17th September
2023 to 16th August 2028.

Mr. Sachin Kumar Bhartiya had resigned as Nominee Director
from the company on 15th December 2022.

Retirement by Rotation and subsequent re¬
appointment

In accordance with the provisions of Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rule, 2014
(including any statutory modification(s) or re-enactment(s) therefore
the time being in force) and the Articles of Association of the
Company, Mr. Manit Gupta (DIN: 00889528) and Mr.Sachin Bhatla
(DIN 08182443) were appointed as directors liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Board recommends the
re-appointment of Mr. Sachin Bhatla as Whole time director and
Mr. Manit Gupta as whole time director of the company.

The details of Directors being recommended for re-appointment
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 re-appointment of Directors are also included in
the Notice.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures
to the Board that they fulfill all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 and the
applicable provisions of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves
to act as Independent Director under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and the relevant rules.

Board Meetings

During the year under review, the Board of Directors of the
company met 9 (Nine) times, the details of which are given in the
Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies
Act, 2013.

The details of constitution of the Board and its Committees are
given in the Corporate Governance Report which forms part of
this Annual Report.

Board Evaluation

Performance evaluation of the individual Directors as well as the
Board is done on the basis of the Nomination and Remuneration,

Evaluation policy that has been framed by the Nomination and
Remuneration Committee.

The Board of Directors are responsible for

- defining goals and framing strategies for achieving those
goals;

- framing roles of board, committees, key managerial persons
and employees;

- setting internal financial control systems;

- analyzing risks and effective risk measure to mitigate those
risks;

- implementing corporate governance practices;

- responding to the problems or crisis that emerge;

- communication with employees and others;

- updating with latest developments in regulatory environments
and the market in which the Company operates;

- contribution of the Board for ensuring that the Company
adheres to the statutory and regulatory compliances as
applicable to the Company;

- discharging of governance and fiduciary duties;

- handling critical and dissenting suggestions; etc.

The parameters for performance of evaluation of Board are

- attendance at the Board meetings;

- Participation and contribution in Board meetings and
committee meetings;

- domain knowledge, vision, strategy;

- information regarding external environment;

- raising of concerns;

- Contribution towards the formulation and implementation of
strategy for achieving the goals of the Company;

- Conduct and Integrity;

- Updating of skills and knowledge;

- Compliance with Code of Business Ethics and Code of
Conduct of the Company; etc.

The Directors expressed their satisfaction with the evaluation
process.

Audit Committee

The composition of the Audit Committee is in alignment with
provisions of Section 177 of the Companies Act, 2013 read with
the Rules issued thereunder and Regulation 18 of the Listing
Regulations.

All the members of the Audit Committee are financially literate
and have experience in the financial management.

The Audit Committee of the Company is entrusted with the
responsibility to supervise the Company''s internal controls and
financial reporting process and, inter-alia, performs the following
functions:

- overseeing the Company''s financial reporting process and
disclosure of financial information;

- reviewing and examining with management the quarterly
and annual financial results and the auditors'' report thereon
before submission to the Board for approval;

- reviewing management discussion and analysis of financial
condition and results of operations;

- reviewing Related Party Transaction Policy of the Company;

- reviewing and monitoring the auditor''s independence and
performance and effectiveness of audit process;

- reviewing with management, Statutory Auditors and Internal
Auditor, the adequacy of internal control systems;

- reviewing the adequacy of internal audit function and
discussing with Internal Auditor any significant finding and
reviewing the progress of corrective actions on such issues;

- evaluating internal financial controls and risk management
systems.

The terms of reference of the Audit Committee and other details
have been provided in the Corporate Governance Report.

Enterprises Risk Management Framework

The Board has formed a Risk Management Committee (‘RMC'') to
frame, implement and monitor the risk management plan for the
Company and ensure its effectiveness and to develop a policy
for actions associated to mitigate the risks as well as identify new
and emergent risks.

The RMC seeks to minimize the adverse impact of risks on
business objectives and capitalise on opportunities. The RMC is
chaired by an Independent Director. The Audit Committee has an
additional oversight in the areas of financial controls.

The Company has a well-defined risk management framework
in place to ensure appropriate identification, measurement,
mitigation and monitoring of business risks and challenges across
the Company. The Company''s success as an organization largely
depends on its ability to identify opportunities and leverage them
while mitigating the risks that arise while conducting its business.
Further, the Board is apprised of any procedure that may threaten
the long term plans of the Company.

Company''s sustainable focus remain on leveraging next
generation technology, supports an enterprise-wide view of
risks and compliance, enabling a more holistic approach towards
informed decision making. Risks are assessed and managed at
various levels with a top-down and bottom-up approach covering
the enterprise, the Strategic business units, the geographies and
the functions.

All business heads are responsible to ensure compliance with the
policies and procedures laid down by the Management. Robust

and continuous internal monitoring mechanisms ensure timely
identification of risks and issues. The Management, Statutory
and Internal Auditors undertake rigorous testing of the control
environment of the Company.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178 of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

19 of the Listing Regulations.

The Committee, inter alia, identifies persons who are qualified
to become directors and who may be appointed in senior
management.

The Nomination and Remuneration Committee is responsible
for evaluating the balance of skills, experience, independence,
diversity and knowledge on the Board and for drawing up
selection criteria, ongoing succession planning and appointment
procedures for both internal and external appointments. The role
of Nomination and Remuneration Committee, inter-alia, includes:

- recommend the criteria for appointment of Executive, Non¬
Executive and Independent Directors to the Board;

- determine remuneration of all the Executive Directors and
Key Managerial Personnel, i.e. salary, benefits, bonuses etc.;

- carry out evaluation of each Director''s performance and
performance of the Board as a whole;

- recommend to the Board, all remunerations, in whatever
form, payable to Senior Management.

The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report.

Stakeholders’ Relationship Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178(5) of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

20 of the Listing Regulations. The Committee, inter alia, reviews
the grievance of the security holders of the Company and
redressed thereof. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report

Corporate Social Responsibility

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 - II"

The Company has contributed H 137.15 lakh towards various
CSR activities during the year and increased/scaled up its CSR

intervention in the areas prescribed in the Company''s 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 India''s 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. Preference
was given to allocate and spend higher amount on activities
pertaining to local area and areas around the Company''s
factories. However, being in early years of implementation of
CSR, the Company has faced practical problems as regards to
co-ordination and consensus amongst the beneficiaries, local
villagers, gram panchayats and other related agencies to carry
out the identified projects.

Statement in respect of adequacy of Internal Financial
Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes in
keeping with the organization''s pace of growth and increasing
complexity of operations for orderly and efficient conduct of
its business. The internal control framework is commensurate
with the size and operations of the business and is in line with
requirements of the Act.

The Audit Committee of the Board, from time to time, evaluated
the adequacy and effectiveness of internal financial control of the
Company.

- The Company has a well-defined delegation of authority with
specified limits for approval of expenditure, both capital and
revenue. The Company has workflows to ensure adherence
to the delegation of authority

- The Company periodically tracks all amendments to
Accounting Standards and makes changes to the underlying
systems, processes and financial controls to ensure
adherence to the same. All resultant changes to the policy
and impact on financials are disclosed after due validation
with the Audit Committee

- Access to assets is permitted only in accordance with
management''s general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

- Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company''s policies.

- The Company gets its Standalone financial statements limited
reviewed/ audited every quarter by its Statutory Auditors.
International subsidiary provide information required for
consolidation of accounts in the format prescribed by the
Company. The accounts of the subsidiary and joint venture
company are audited and certified by their respective
Statutory Auditors for consolidation.

- To have better internal financial control company has
implemented integrated SAP System at all the business
verticals.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted
by Board of Directors of the Company in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business
associates who report unethical practices and irregularities.

The policy is available on Company''s website.

Risk Management Policy

The Company operates in a volatile, uncertain, complex and
ambiguous business environment. The environment brings mix
of opportunities and uncertainties impacting the Company''s
objectives. Risk Management, which aims at managing the
impact of these uncertainties, is an integral part of the Company''s
strategy setting process. The Company regularly identifies these
uncertainties and after assessing them, devises short-term and
long-term actions to mitigate any risk which could materially
impact the Company''s long-term goals.

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

Policy on Prevention of Sexual Harassment at
Workplace

The Company''s Policy on Prevention of Sexual Harassment
at Workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (Prevention of Sexual Harassment of Women
at Workplace Act) and Rules framed thereunder.

During the year under review, no case was filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

Remuneration of Directors and Key Managerial
Personnel

The remuneration paid to Directors is in accordance with
Nomination and Remuneration Policy formulated in accordance
with the provisions of Section 178 of the Companies Act, 2013
read with Regulation 19 of the Listing Regulations, 2015 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force). The information required under Section 197 of
the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force) in respect of Director and Key Managerial
Personnel is set out please refer Annexure VI.

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of Section
178 of the Companies Act, 2013 read with Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors
and is uploaded on the website of the Company.

Related Party Transactions

All related party transactions that were entered during the
financial year were in the ordinary course of business and on
arm''s length basis. There were no materially significant related
party transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other persons which may
have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit
Committee for approval and prior omnibus approval is also
obtained from the Audit Committee for the related party
transactions which are of repetitive nature and can be foreseen.

The policy on materiality of related party transactions as approved
by the Audit Committee and the Board of Directors is uploaded
on the website of the Company. The required form AOC-2 has
been appended as “Annexure IN” to this report.

Further the disclosures related to related party transactions are
also detailed in Note No. 28 of Notes to Accounts of Financial
Statements for the year ended 31st March, 2023.

Director’s Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial
year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b. 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 at
the end of the financial year and of the profit or loss of the
Company for that period;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a going
concern basis;

e. the proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively; and

f. the systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

Insurance

The Company''s properties, including building, plant, machineries
etc. and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange Limited
(NSE). The Company has paid annual listing fee for the financial
year 2022-23.

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company
has not directly or indirectly

a) given any loan to any person or other body corporate other
than usual advances envisaged in a contract of supply of
materials if any,

b) given any guarantee or provide security in connection with a
loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise,
the securities of any other body corporate, exceeding sixty
percent, of its paid-up share capital, free reserve and securities
premium account or one hundred percent of its free reserves
and securities premium account whichever is more.

Auditors and Auditors’ Report

Statutory Auditors

The shareholders of the company at the 31st Annual General
Meeting (AGM) held on 30th September 2022, have approved
appointment of M/s Mittal Goel & Associates, Chartered
Accountants (Firm Registration No. 017577N), as the Statutory
Auditors of the of the Company pursuant to Section 139 of
Companies Act, 2013 from the date of conclusion of 31st AGM
till the conclusion of 36th AGM to be held in 2027. The Board
of director of the company recommended the re-appointment of
M/s Mittal Goel and Associates for next five year

Statutory Auditors’ Report

The observations of 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

There were no instances of fraud reported by the auditors.

Cost Auditors

The company was not required to appoint Cost Auditor for the
financial year ended 31st March 2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed
M/s Sanjiv K Goel, Practicing Company Secretary, to undertake
Secretarial Audit of the Company for the period of 5 (five) years
till financial year 2028-29.

The Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2023 is annexed herewith as “Annexure-IV".

The Secretarial Audit Report for the year ended 31st March 2023
does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has proper and adequate system of internal
controls. Board of Directors has Appointed M/s A. Gandhi &
Associates Chartered Accountants as Internal Auditors of the
company to conduct regular audits that are performed as per the
annual Audit Plan. The Internal Audit team conducts its at factory,
branches and corporate offices with the objective of evaluating
and continuously improving the effectiveness of internal controls
and governance processes. Additional areas, if any, identified
during the year are taken up as special assignments.

The audit findings are reviewed by the Audit Committee and
Board of Directors and corrective action, as deemed necessary
is taken. Company has also laid down procedures and authority
levels with suitable checks and balances encompassing the
entire operations of the Company.

Corporate Governance

Transparency is the cornerstone of the Company''s philosophy
and all requirements of Corporate Governance are adhered to
both in letter and spirit.

All the Committees of the Board of Directors meets at regular
intervals as required in terms of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. Your Board of
Directors has taken all necessary steps to ensure compliance
with all statutory and listing requirements. The Directors and
key managerial personnel of your Company have complied with
the approved ‘Code of Ethics for Board of Directors and Senior
Executives'' of the Company.

The Report on Corporate Governance as required under the
Listing Agreement forms part of and is annexed herewith. The
Auditors'' Certificate on compliance with Corporate Governance
requirements is also attached to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
financial year 2022-23, pursuant to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given as a
separate statement in the Annual Report.

Managing Director and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Managing
Director and CFO certification as specified in Part B of Schedule
II thereof is annexed to the Corporate Governance Report. The
Managing Director & managing director and the Chief Financial
Officer of the Company also provide quarterly certification on
Financial Results while placing the Financial Results before the
Board in terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Compliance with Code of Ethics for Board of Conduct
for Directors and Senior Management Personnel

The Managing Director & CEO of the Company has given a
declaration that all Directors and Senior Management Personnel
concerned have affirmed compliance with the code of conduct
with reference to the financial year ended on March 31, 2023.
The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable
Secretarial Standards

The Company has complied with all the mandatorily applicable
secretarial standards issued by The Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

Fraud Reporting u/s 143(12)

The Company has complied with all the provisions of Section 143
of the Companies act, 2013. Hence, no fraud was reported by the
Auditors of the Company to the Audit Committee or the Board of
directors.

Particulars of Employees

The information required pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is ‘Not
Applicable'' as no employee is in receipt of remuneration in
excess of the limits prescribed under this Section.

Detail of Significant and Material Orders Passed by
Regulators or Courts of Tribunals Impacting the Going
Concern Status and Company’s Operation in Future

There are no significant material orders passed by the Regulators/
Courts which would impact the Going Concern status of the
Company and its future Operations.

Conservation of Energy and Technology Absorption
and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (m) of Sub-Section (3) of Section
134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as “Annexure V".

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable Secretarial
Standard as issued by ICSI during the year under review.

Acknowledgement

The Board place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for
the support and cooperation the Company has been receiving
from its suppliers, redistribution stockiest, retailers, and others
associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Government and Regulatory Authorities
and Stock Exchanges, for their continued support.

On behalf of the Board,

Place: Chandigarh Jagdish Gupta

Date: 05.05.2023 Managing Director

---

Mar 31, 2018

DIRECTORS’ REPORT

The Directors are pleased to present the 27th Annual Report together with financial results for the year ended March 31, 2018.

FINANCIAL PERFORMANCE SUMMARY

Rs in crores

FINANCIAL RESULTS	2017-18	2016-17
Revenue from Operations*	337.96	294.30
Earnings before Interest, Taxes & Depreciation	49.25	45.76
Less: a) Finance Cost	7.70	10.02
b) Depreciation	10.83	5.70
Add: Other Income	2.34	1.12
Profit before tax	33.06	31.16
Less: Tax Expense	13.00	11.52
Profit for the Period	20.06	19.64
Add: Other Comprehensive Income (Net of Taxes)	(2-04)	0.66
Total Comprehensive Income	18.02	20.30
Opening balance in Retained Earnings	69.21	48-98
Less: Re-measurement of net defined benefits plan	-	0.07
Add: Share premium	50.24	-
Closing balance in Retained Earnings	137.47	69.21

* Figures for Revenue from Operations are comparable numbers .i.e Excise Duty has been removed as same does not form part of Revenue post GST implementation.

Highlights of Performance

During the financial year 2017-18, revenue from operations increased to Rs.337.96 crore as against Rs.294,30 crore in the previous year- a growth of approx. 14.8%.

Operating margins has increased to Rs.49.25 crore from Rs.45.76 crore in previous year.

This performance has rationale when it is factored with increase in crude oil price and other challenging business environment both in domestic and international trades.

Domestic

During the year under review, the company has registered growth of 22% in net revenue from domestic market. This needs to view where laminate industry witnessed challenges with the weak real estate sector and sales effected because of challenges faced by distributors and dealers and retailers level initially for implementation of GST.

Exports

Despite a gloomy Global outlook, exports, (including incentives), registered a growth of around 12% in value over the export of previous year,

Credit Rating

CARE has carried out a credit rating assessment of the Company for both short term and long term exposures in compliance with BASEL II norms implemented by RBI. The rating of the Company has improved rating by one notch at ^rAfor long- term bank facilities and assigned ‘A Two’ rating on the short term bank facilities at ‘CARE A2’.

Dividend

In view of expansion strategies which will facilitate in overall growth and performance of the company, your directors do not recommend any dividend for the year under review.

Material Changes and Commitments

There has been no material changes which have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report, such as

- Settlement of tax liabilities;

- Operation of patent rights;

- Depression in market value of investments;

- Institution of cases by or against the Company;

- Destruction of any assets or disposal of a substantial part of undertaking;

- Changes in capital structure; and

- Material changes concerning purchase of raw material and sale of the product.

Changes in Share Capital

During the year under review, the company has issued fresh Equity under Preferential Allotment by issue of 850,000 Nos of equity shares of Face value of Rs.10/- each at a consideration of Rs.51.08crore.

The paid up Equity Share Capital as on 31st March, 2018 was Rs.8.16 crore divided into 8,166,200 Nos of equity shares of face value of Rs.10/- each. (Previous Year Rs.7.32 crore divided into 7,316,200 Nos of equity shares of face value of Rs.10- each)

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2017-18.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2017-18.

C) Issue of employee stock options

The Company did not issue stock options during the financial year 2017-18.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

It is a matter of great regret that Shri Satish Rai Gupta (DIN 0015025), Executive Director, left for his heavenly abode on 15th December, 2017. Your Directors place on record the appreciation for his invaluable guidance and stewardship and note that such a great soul who created a landmark by his contributions to the Company and the Group, would always remain irreplaceable.

Appointment of Nominee Director

In accordance with the provisions of Section 161(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification^) or re-enactment(s) therefore the time being in force) and the Articles of Association of the Company, Mr.Sachin Kumar Bhartiya (DIN 02122147) has been appointed as Nominee Director of the Company with effect from 15.07.2017. His appointment is by virtue of an agreement with Lighthouse Emerging India Investors Limited. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, the Nominee Director is not liable to retire by rotation.

Appointment of Additional Director

In accordance with the provisions of Section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) therefore the time being in force] and the Articles of Association of the Company, Mr. Sachin Bhatla (DIN 008182443) has promoted as Additional Director -Technical, with effect from 23.07.2018. His appointment is subject to the approval of the Members at the ensuing Annual General Meeting of the Company in accordance with the provisions of the Act and the rules made thereunder and is liable to retire by rotation.

Retirement by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) therefore the time being in force) and the Articles of Association of the Company, Mr.Manit Gupta (DIN 00889528) is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment.

Appointment of Company Secretary and Compliance Officer

In accordance with the provisions of Section 203 of the Companies Act, 2013, the company has appointed Mr.Ashok Swami as Company Secretary and Compliance Officer of the Company, with effect from 26.02.2018 in place of Mr. Mohinder Singh who has resigned as Company Secretary and Compliance Officer of the company, for pursuing external opportunities.

Appointment of Chief Financial Officer

In accordance with the provisions of Section 203 of the Companies Act, 2013, the company has elevated Mr.Sajeev Vaid as Chief Financial Officer of the Company, with effect from 08.08.2018. The position falls vacant after resignation of Mr.Manav Gupta, who has been given additional responsibilities related to other fields for the growth of the Company.

Meetings

During the year under review Fourteen Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report which forms part of this Annual Report.

Remuneration of Directors and Key Managerial Personnel

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with the provisions of Section 178 of the Companies Act, 2013 Regulation 19 of the Listing Regulation (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) in respect of Director and Key Managerial Personnel is set out in the Annexure IV

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees, The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Director’s Responsibility Statement

In terms of the provisions of Section 134(3){c) read with Section 134(5} of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 at the end of the financial year and of the profit or loss of the Company for that period;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations, The members of the Audit Committee are financially literate and have experience in the financial management.

Corporate Governance

Transparency is the cornerstone of the Company’s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit.

All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key managerial personnel of your Company have complied with the approved ‘Code of Ethics for Board of Directors and Senior Executives’ of the Company.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed herewith marked as “Annexure - II” The Auditors’ Certificate on compliance with Corporate Governance requirements is also attached to this Report.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Customer-focused culture towards building long-term customers relationships is the key agenda of the Management.

The Company follows the principles of total quality management. The Company continues to be certified under ISO 9001: 2015 certifications for complete range of laminates manufactured.

Auditors and Auditors’ Report Statutory Auditor:

M/s Mittal Goel & Associates, Chartered Accountants (Firm Registration No. 017577N) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of this AGM till the conclusion of the 31st AGM of the Company to be held in 2022, subject to ratification of their appointment at every AGM, if so required under the Act.

M/s Mittal Goel & Associates have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The Auditors’ Report for the financial year ended 31^st March 2018 on financial statements of the Company is a part of this Annual Report. The Auditors’ Report for the financial year ended 3T¹ March, 2018 does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies {Cost Records and Audit) Rules, 2014 (as amended), the Company has appointed M/s CL. Bansal & Associates, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the financial year 2018-19. A resolution regarding ratification of remuneration of Cost Auditor is being sought from the Members of the Company at ensuing Annual General Meeting.

The Company has received consent from M/s. C.l. Bansal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19,

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjiv Goel & Co., Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2018 is annexed herewith as “Annexure-.l”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of the Annual Report

The extract of the Annual Return of the Company as on 31^st March, 2018 in Form No. MGT - 9 In accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the “Annexure IV” of this report.

Related Party Transactions

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the approval of the Committee.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis. Form AOC - 2 is not applicable to the Company

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate, exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

The policy is available on Company’s website.

Policy on Prevention of Sexual Harassment at Workplace

The Company’s Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed thereunder,

During the year under review, no case was filed under the Sexual Harassment of Women at Workplace {Prevention, Prohibition & Redressal) Act, 2013.

Corporate Social Responsibility

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 - III”

The Company has contributed Rs.0.58 crore towards various CSR activities during the year, the Company has increased/scaled up its CSR intervention in the areas prescribed in the Company’s CSR policy and there was an increase of more than 74% in the total CSR spending on year to year basis.

As a socially responsible Company, your Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in India’s sustainable development by embedding wider economic, social and environmental objectives.

The initiatives taken by the Company will certainly help in deploying larger funds across social sectors and achieve rapid scale in utilizing its full CSR budget in the coming financial years as well.

Internal Control

The Company has proper and adequate system of internal controls. The external audit firm has been appointed as internal auditors to conduct regular audits that are performed as per the annual Audit Plan. The Internal Audit team conducts its audits which are carried out at factory, branches and corporate offices with the objective to evaluate and continuously improve the effectiveness of internal controls and governance processes. Additional areas, if any, identified during the year are taken up as special assignments. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary is taken. Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company.

Fraud Reporting

During the year under review, no fraud was reported by the Auditors of the Company to the Audit Committee or the Board of directors.

Occupational, Health, Safety and Environment

Company has effectively deployed policies on Safety, Occupational Health & Environment at all locations. It continually focus on improving the effectiveness of system processes,

Brand Visibility

During the year under review, the Company has conducted various connect initiatives like Architects’ meet, Distributors meet, Dealers meet, to drive brand visibility and demand generation. This year also the Company budgeted an amount on Branding activities, to attract new customers, to create bigger footprint to enable expansion into new markets.

Insurance

The Company’s properties, including building, plant, machineries etc and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on BSE Limited (BSE). The Company has paid annual listing fee for the financial year 2018-19.

Compliance with Code of Ethics for Board of Conduct for Directors and Senior Management Personnel

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance Report.

Detail of Significant and Material Orders Passed by Regulators or Courts of Tribunals Impacting the Going Concern Status and Company’s Operation in Future

There are no significant material orders passed by the Regulators/Courts which would impact the Going Concern status of the Company a nd its future Operations.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule S of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure V”.

Human Resources

The Company recognizes that the purpose of Human Resources is to be a catalyst and change agent.

Over the years, there has been a paradigm shift in the approach adopted by Employee Relations through different initiatives in various capacities. We drive sustainable growth and have been instrumental in bringing in thought leadership in building strong employee relations. The Company is focused on building a high performance culture with a growth mindset. Developing and strengthening capabilities for all employees remained Company’s an ongoing priority. The Company maintains momentum on building speed and simplification in ways of working.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is ‘Not Applicable’ as no employee is in receipt of remuneration in excess of the limits prescribed under this Section,

CEO and CFO Certification

Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the annual report. The Managing Director and CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

Acknowledgement

The Board place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, redistribution stockiest, retailers, and others associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board,

Place: Chandigarh Jagdish Gupta

Date: 01^st September 2018 Managing Director

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual Report together with audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2014 is summarized below:

Rs in Lacs 2013-14 2012-13

Net Sales & Other Income 18943.43 14142.19

Profit before finance cost, depreciation and amortization expenses 2246.36 1389.92 and taxexpenses

Less: a) Finance Cost 920.89 466.32

b) Depreciation and amortization expenses 326.38 306.99

Profit before tax 999.09 616.61

Provision for taxation 316.50 209.74

Profit for the year 682.59 406.87

Add: Balance broughtforward from previousyear 2051.03 1644.16

Balance carried to Balance sheet 2733.62 2051.03

PERFORMANCE OVERVIEW

The company has recorded total income of Rs.18943.43 lacs as against Rs. 14142.19 lacs in the previous year showing a remarkable growth of 33%. Profit before Tax is Rs.999.09 lacs in 2013-14 as compared to Rs.616.61 lacs in 2012-13. Profit after tax is Rs.682.59 lacs in 2013-14 as compared to Rs.406.87 lacs in 2012-13. The Reserve and Surplus have touched Rs.2733.62 lacs.

The financial year 2013-14 is yet another significant year in terms of highest ever turnover and profitability of the company. The performance is significant, when it is compared with growing business challenges.

During the year under review, the company has continued its efforts to penetrate into the domestic market, though growth in domestic market is insignificant.

EXPORTS

The company has been able to maintain momentum in growth in international markets. During the fiscal 2013- 14, revenue from exports (including export incentives) has reached to level of Rs.15371.92 lacs from Rs. 10654.91 lacs during year 2012-13, attaining growth of 44%. The company has introduced a host of new products on existing and new platforms in existing and new markets and showcased its products in major exhibitions in strategically important markets.

FINANCIAL POSITION

During the year under review, the company''s financial position continues to be comfortable. The net-worth of the company as at 31st March 2014 improved to Rs. 3465.24 lacs from Rs. 2782.65 lacs.

PROJECTS COMPLETED

The commissioning of new press line, as part of expansion of capacity, is completed at overall cost outlay of Rs.1508.92 lacs. The products are well accepted in the market.

PROJECTS UNDER IMPLEMENTATION

As a part of support in the existing business set-up, the company has planned to set-up BPO. The company has already purchase land admeasuring 59964.62 sq. ft. in Panchkula Technology Park, Haryana. The construction at site is under process. The company has planned to use part of building for its own purpose and the part will be leased out to other IT and BPO players. The company has taken term loan of Rs.2100.00 lacs, as part finance for the project. The project is estimated to be operational in the year 2015-16.

CREDIT RATING

CARE had carried out a credit rating assessment of the company for both short term and long term exposures in compliance with BASEL II norms implemented by RBI and has re-affirmed ''Triple B Minus'' rating on the Company''s Long term bank facilities at ''CARE BBB-'' and assigned ''A Three'' rating on the short term bank facilities at ''CARE A3''.

LISTING

The equity shares continue to be listed on BSE Limited (BSE). The company has paid annual listing fee for the financial year 2014-15.

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The company has not accepted / received any deposits from the public under Section 58A of the Companies Act, 1956.

INSURANCE

The company''s properties, including building, plant, machineries etc and stocks are adequately insured against risks.

FUTURE OUTLOOK

We have strong belief in our people and we are confident with the growing popularity of the company''s brand and support from its employees and stake-holders the company will set up new standards.

The Indian real estate sector plays a significant role in the Country''s economy. The real estate is second only to agriculture in terms of employment generation and contributes considerably towards GDP. According to a study, the real estate is expected to grow rapidly due to improvement in affordability and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick to final stage of furnishing; the demand for these products is directly related to the growth of infrastructure and real estate sector, the demand for company''s products is expected to remain buoyant. Your Directors are confident of achieving better results in the coming years.

CORPORATE SOCIAL RESPONSIBILITY

As per Companies Act, 2013 all companies having net worth of Rs.500 Crore or more, or turnover of Rs.100 Crore or more or a net profit of Rs. 5 Crore or more during any financial year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors Comprising three or more directors, at least one of whom will be Independent Director.

As per Company Act, 2013 company has to do activities as define in schedule VII. Stylam has planned to do the activities as per schedule VII

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

The company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with BSE appointed Mr.Satpal Garg, Mr. Mahavir Singh and Mr. Ravinder Krishan, as Independent Directors of the Company. The company has received declarations from Independent Directors confirming that they meet the criteria of Independence as prescribed both under sub-section (6) of the Section 149 of the Companies Act, 2013 and also confirmed that they will abide by the provisions in Schedule IV of the Companies Act, 2013. None of the directors is disqualified under provisions of Section 274(1)(g) of the Companies Act,1956 and Section 164(2) (a) & (b) of the Companies Act, 2013.

In accordance with the provisions of Section 149(4) and provision of Section 152(5) of the Companies Act, 2013 these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and Articles of Association of the Company, Mr. Satish Gupta retires by rotation and is eligible for re-appointment. Necessary resolution is placed for approval of members in this respect.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have, in selected the accounting policies applied them consistently and made judgments 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 the end of the financial year and of the profit of the company for that period;

(iii) they have, taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have, prepared the annual accounts on a going concern basis.

AUDITORS

M/s Sunil K Sood & Co., Chartered Accountants, the statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company from the conclusion of this AGM till the conclusion of 26th AGM to be held in the year 2017 subject to ratification of their appointment at every AGM. The said Auditors have furnished the certificate of their eligibility for re-appointment. The auditors have, under Section 139(1) and the Rules framed there-under furnished a certificate of their eligibility and consent for re-appointment.

COST AUDITORS

Pursuant to Order No. F.No.52/26/CAB-2010 dated 06.11.12 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, the company, has appointed C.LBansal & Associates, Cost Accountant, a practicing Cost Accountant, as Cost Auditor of the company, for the Financial Year 2013-14.

HEALTY, SAFETY AND ENVIORMENT PROTECTION

The company has complied with all applicable environment and labour laws.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The company continues to be guided by the philosophy of business excellence to achieve sustainable growth.

Customer-focused culture towards building long-term customers relationships is the key agenda of the Management.

The company follows the principles of total quality management. The company continues to be certified under ISO 9001: 2000 certifications for complete range of laminates manufactured.

INDUSTRIAL RELATION

During the year under review, industrial relations in the company remain cordial and healthy at all levels. The directors wish to place on record their appreciation for the excellent co-operation received from employees at all levels.

PARTICULARS OF EMPLOYEES

The particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules 1975,as amended from time to time is ''Not Applicable'' as no employee is in receipt of remuneration in excess of the limits prescribed under this Section.

DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY OR BISINESS RELATION WITH THE COMPANY.

Note to Financial Statement furnishes the transaction with related parties, as stipulated under Accounting Standard- 18(AS-18). Apart from aforesaid related party transactions, there are no transaction of material nature with the Directors/or their relatives, which may have a potential conflict with the interest of the Company.

ACKNOWLEDGEMENT

The Board wishes to take this opportunity to thank its employees for their dedicated service and firm commitment to give the goals of the company.

The Board also wishes to place on record its sincere appreciation for the wholehearted support from shareholders, customers, vendors, bankers, and all other business associates for their support and cooperation during the year.

By Order of the Board, For Stylam Industries Limited

Sd/- Place: Chandigarh Jagdish Gupta Date: 2nd September, 2014 Managing Director

---

Mar 31, 2013

The Directors are pleased to present the 22nd Annual Report together with Audited statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2013 is summarized below: Rs in Lakh FY 2012-13 FY 2011-12

Net Revenue 1414.21 1045.66

Profit before depreciation and amortisation expenses, Finance 1389.92 Costs and tax expenses (EBDITA) 1,056.30

Less:

Finance Costs 466.32 355.37

Depreciation 306.98 282.22

Profit before tax 616.62 418.70

Less:

Current Tax 221.25 115.22

Deferred Tax -11.52 21.89

Profit for the year 406.87 281.58

Transferred to General Reserve 406.87 281.58

PERFORMANCE OVERVIEW

The company has recorded total revenue of Rs.1414.21 Lacs as against Rs. 1045.66 Lacs in the previous year showing a remarkable growth of 35.25%. The operating profit (Earnings before Depreciation, Interest and Taxes – EBDITA) for the year stood at Rs. 1389.92 (previous year Rs. 1056.30) representing Rs. 336.62 Lacs increase in the net revenue. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the financial year ended March 31, 2013 was at Rs. 616.62 Lacs and Rs. 418.70Lacs respectively as against Rs. 406.87 Lacs and Rs. 281.58 Lacs of the previous year. The profit after tax has registered growth of 44.50 % .

The financial year 2012-13 was yet another significant year in terms of highest ever turnover and profit of the company. The performance of the company has a significant improvement though during this year, considering the factor that the input prices increased steeply, which coupled with the weakening of the rupee vis-a-vis with other currencies, which has also impacted margins.

During the year, the company has penetrated into newer market for exports. In the domestic market, the company has also increased its customer''s base by the offering wide range of products for all sort of customers, i.e premium products for high-end customers, and value for money products for mass middle-class customers.

EXPORTS

During the year under review, the company has capitalized the growing demand from the export market and has explored good customers in export. Exports (including incentives) during the year were Rs. 108.61 crores which has increased from Rs. 79.33 crores, in the previous year and recorded a growth of 36.90 %. The company continues to retain dominant market share in exports.

FINANCIAL POSTION

The company''s financial position continues to be comfortable. During the year under review, the company has taken term loan for capacity expansion and for setting up BPO in Panchkula Technology Park, Haryana, the revenue from these two projects will commence from the Financial Year 2014-15, which will further strengthen the leverage of the company. The net-worth as at 31st March 2013 improved to Rs. 27.84 crores from Rs. 23.75 crores.

During the year under review, CARE has assigned ''Triple B Minus'' rating on the Company''s Long term bank facilities at ''CARE BBB-'' and assigned ''A Three'' rating on the short term bank facilities at ''CARE A3''

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

FUTURE OUTLOOK

We have strong belief in our people and we are confident with the growing popularity of the company''s brand and support from its employees and stake-holders the company will set up new standards.

The Indian real estate sector plays a significant role in the Country''s economy. The real estate is second only to agriculture in terms of employment generation and contributes considerably towards GDP. According to a study, the real estate is expected to grow rapidly due to improvement in affordability and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick to final stage of furnishing; the demand for these products is directly related to the growth of infrastructure and real estate sector, the demand for company''s products is expected to remain buoyant.

Your Directors are confident of achieving better results in the coming years.

EXPANSION

Considering buoyant demand for the products and to improve the market share, the Board of Directors of the company has approved for enhancement of capacity from 48,00,000 to 64,00,000 sheets per annum. The project requires total estimated capital outlay of Rs.15.33 crore and the expansion is carried out at its existing location. The company has taken Term Loan for Rs. 11.50 crore for this project. The project has started in the year 2012-13 and is almost complete in all aspects. The commercial production is likely to commence by the end of this calendar year.

The Board of Directors has approved to diversify in the service sector, for BPO activities, at an estimated capital outlay of Rs.33.14 crore. The company has taken Term loan of Rs. 21.00 crore for the project. Haryana State Industrial Infrastructure Development Corporation (HSIIDC) has allotted 5572 Sq. mts. Of Land At Panchkula Technology Park, Haryana for Setting up BPO.

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

In accordance with the provisions of Section 2516(1) of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satpal Garg retire by rotation at the company''s forthcoming annual general meeting and, being eligible offer themselves for re-appointment.

The company has received a notice in writing under Section 257 of the Companies Act, 1956, proposing the appointment of Mr. Satpal Garg for the office of director of the company liable to retire by rotation. Necessary resolution is placed for approval of members in this respect.

None of the directors is disqualified under provisions of Section 274(1)(g) of the Companies Act,1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) in preparation of the annual accounts for the year ending 31st March 2013, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2013 and the profit for that year;

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

(iv) the Directors have prepared the annual accounts on a ''going concern'' basis.

AUDITORS

M/s Sunil K Sood & Co., Chartered Accountants, the statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for reappointment. The Company has received a letter from them to the effect that the re- appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Notes of Financial Statement referred to in the Auditors Report are self-explanatory and therefore does not required any further clarification.

COST AUDITORS

Pursuant to Order No. F.No.52/26/CAB-2010 dated 30.06.2011 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, the board for the Financial Year 2013-14, has appointed C.L.Bansal & Associates, Cost Accountant, a practicing Cost Accountant, as Cost Auditor of the company. The appointment has been approved by Central Government.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

HEALTY, SAFETY AND ENVIORMENT PROTECTION

The company has complied with all applicable environment and labour laws. The company continues to be certified under ISO 9001: 2000 certification for complete range of laminates manufactured.

INDUSTRIAL RELATION

During the year under review, industrial relations in the company remain cordial and healthy at all levels. The directors wish to place on record their appreciation for the excellent co-operation received from employees at all levels.

PARTICULARS OF EMPLOYEES

The particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules 1975,as amended from time to time is ''Not Applicable'' as no employee is in receipt of remuneration in excess of the limits prescribed under this Section.

DIRECTORS WITH MATERIALLY SIGNIFICANT ,PECUNIARY OR BISINESS RELATION WITH THE COMPANY.

Note to Financial Statement furnishes the transaction with related parties, as stipulated under Accounting Standard- 18(AS-18) .Apart form aforesaid related party transactions, there are no transaction of material nature with the Directors/or their relatives, Which may have a potential conflict with the interest of the Company.

ACKNOWLEDGEMENT

The Board wishes to take this opportunity to thank its employees for their dedicated service and firm commitment to give the goals of the company.

The Board also wishes to place on record its sincere appreciation for the wholehearted support from shareholders, customers, vendors, bankers, and all other business associates for their support and cooperation during the year.

By Order of the Board,

For Stylam Industries Limited

Sd/-

Place: Chandigarh Jagdish Gupta

Date: 4th September, 2013 Managing Director

---

Mar 31, 2012

The Directors are pleased to present the 21st Annual Report together with Audited statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2012 is summarized below:

(Rs. in Lacs)

FY 2011-12 FY 2010-11

Profit before depreciation and amortisation 1,056.30 757.88 expenses, Finance Costs and tax expenses

Less :

Finance Costs 355.37 66.78

Depreciation 282.22 159.78

Profit Before tax 418.70 531.32

Less :

Current Tax 115.22 110.24

Deferred Tax 21.89 45.47

Profit for the year 281.58 375.61

Less :

Final Dividend for FY 2009-10 54.87

Corporate Dividend on Final Dividend for FY 2009-10 9.11

Transferred to General Reserve 281.58 311.62

OPERATIONS

During the year under review, your company has achieved a turnover of Rs.10417.32 Lacs as compared to the previous year's turnover of Rs. 8315.14 Lacs. Profit before tax was 418.70 Lacs. The Company is making continuous efforts to retain its market share through certain strategic market interventions.

EXPORTS

During the FY 2011-12, the company has exported goods worth Rs. 7519.31 lacs net of excise duty, which is higher by 28.05% than previous FY 2010-11 export worht Rs. 5872.23 lacs. The company has earned export incentives worth Rs. 280.44 lacs on export sales during the FY 2011-12 as compared to previous FY 2010-11 of Rs. 354.00 lacs. Export incentives are lower during FY 2011-12 due to sunset of DEPB scheme w.e.f. 30.09.2011.

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

In accordance with the articles of association of the company, Sh. Mahavir Singh retire by rotation at the company's forthcoming annual general meeting and, being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

You Directors place on record their gratitude to the Customers, Suppliers, company's Bankers and Financial Institutions for their support and cooperation during the year under review.

By Order of the Board,

For Stylam Industries Limited

Sd/-

Place: Chandigarh Jagdish Gupta

Date: 4th July, 2012 Chairman-cum-Managing Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the 19th Annual Report together with Audited statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2010 is summarized below:

(Rs. In Lacs)

PARTICULARS Year Ending 31st Year Ending 31st

March 2010 March 2009

Sales & other Income 6,479.68 5,506.14

Profit before Interest, Depreciation, Tax & 709.79 511.95

Amortisation

Less: - Interest 125.90 131.44

- Depreciation 138.78 134.10

- Amortisation - -

Profit before Tax 445.11 246.41

Add : -Profit/(Loss) on sale of Assets (7.66) (1.28)

-Prior Perid Adjustment 9.27 (0.13)

446.72 245.00

Less: - Previous Year Tax - 0.05

- Provision for Current Year Tax 170.77 86.66

- Provision for Deferred Tax (24.17) 0.22

Profit after Tax 300.12 158.07

Less: - Interim Dividend 54.87 -

- Dividend Distribution Tax 9.42 -

Current Year Profit Available for Appropriation 235.83 158.07

Amount B/F from Previous year 967.28 732.14

Profits available for Appropriations 1,203.11 890.21

Add: Excess Depreciation Charged During - 79.09

Previous Years

Less: Depreciation on Interest Capitalised 33.16 2.02

Balance carried forward to Balance sheet. 1,169.95 967.28

Turnover and Profits

Your company has achieved a turnover of Rs. 6479.68 Lacs as compared to the previous years turnover of Rs. 5506.14 Lacs. Profit before tax was Rs. 445.11 Lacs. This is due to imbalance in demand and supply; however the Company is making continuous efforts to retain its market share through certain strategic market interventions.

Exports

During the year, your Company has exported goods worth Rs. 4677.09 Lacs, which is higher by 11.65% than previous year. The Company has earned Export Incentives worth Rs. 209.28 Lacs on Export Sales.

Dividend

Your Company has given the interim dividend to the shareholders at the rate of 7.5 % of Share Capital i.e. Rs 0.75 /-per Share for the financial year 2009-10. For that provision of Rs.54, 87,150 of Interim Dividend and Rs. 9,32,541 Corporate Dividend Tax on Interim Dividend in profit and loss account be made. Now the company is recommending Final Dividend for that year at the rate of 7.5 % of Share Capital.

Capital Structure

There was no change in the capital structure during the period.

Subsidiary, Golden Netsoft Private Limited

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of the subsid- iary Company forms part of the Annual Report.

Directors

In accordance with the articles of association of the company, Sh. Jagdish Gupta & Sh. Satish Gupta retire by rotation at the companys forthcoming annual general meeting and, being eligible offer them- selves for re-appointment.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing agreement with the Stock exchanges is enclosed and form part of this director report.

Auditors

M/s Sunil K Sood & Co., Chartered Accountants, the Companys Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgoings: The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and form part of this report.

Human Resources

The Company continued to have cordial relationship with the employees. Employees are continuously sponsored for various external programmes and seminars.

Statement of particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars or Employees) Rules, 1975 is NIL.

Corporate Governance

The company has complied with the mandatory provisions of the Corporate Governance as prescribed in the Clause 49 of the listing agreement with the stock exchanges. A separate report on Corporate Governance is included as a part of the Director report along with the Auditors Certificate on is compli- ance.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) in preparation of the annual accounts for the year ending 31st March 2010, the applicable ac- counting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2010 and the profit for that year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on going concern basis.

Acknowledgement

Your Directors thank all the employees for their sincere efforts, active involvement and devoted ser- vices rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, companys Bankers and Financial Institutions for their support and cooperation during the year under review.

On behalf of the Board

-Sd- Jagdish Gupta Chairman

Chandigarh Dated : 4th, August, 2010