Japanese company Aica Kogyo Company Limited has completed its strategic acquisition of Stylam Industries Limited through a comprehensive two-tranche transaction, resulting in the complete exit and declassification of key promoters from the Indian industrial manufacturer. The latest regulatory disclosure under SEBI Takeover Regulations confirms the final tranche completion and subsequent promoter status changes.

Complete Promoter Exit Transaction

The disclosure filed under Regulation 29(2) of SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 confirms that Pushpa Gupta, Dipti Gupta, and Manav Gupta have sold their entire shareholding to Aica Kogyo. The final tranche involved the sale of 29,01,962 shares representing 17.12% stake on 17 February 2026 through on-market transactions.

Two-Tranche Transaction Structure

The complete acquisition was executed through a share purchase agreement dated 26 December 2025, structured in two distinct tranches totaling 45,96,768 shares representing 27.12% of Stylam Industries' share capital. The first tranche of 16,94,806 shares (10% stake) was completed on 13 February 2026, followed by the second tranche on 17 February 2026.

Promoter Declassification Impact

Following the complete divestment, Pushpa Gupta and Dipti Gupta have been declassified from the 'promoter and promoter group' category of Stylam Industries in accordance with Regulation 31A(10) of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Manav Gupta, who was previously classified as a public shareholder despite being part of the promoter group family, also exits completely.

Aica Kogyo's Strategic Position

With the completion of both tranches, Aica Kogyo has successfully acquired 45,96,868 shares representing 27.12% of Stylam Industries' total share capital, establishing itself as a significant stakeholder. The Japanese company's ongoing open offer to acquire an additional 26% stake could potentially increase its holding to over 53% if fully subscribed.

Regulatory Compliance and Documentation

The transaction demonstrates comprehensive regulatory compliance with all SEBI requirements, including proper disclosure under takeover regulations and adherence to listing obligation requirements for promoter declassification. The structured approach ensures transparency in the ownership transition from Indian promoters to the Japanese strategic investor.

Stylam Industries Limited has completed comprehensive board restructuring following two significant board meetings in February 2026. The changes stem from a shareholders agreement executed on December 26, 2025, involving the company and Aica Kogyo Company Limited.

Initial Board Meeting and Director Changes

The first board meeting was conducted from 04:00 PM to 04:30 PM on February 13, 2026, in compliance with Regulation 30 of SEBI LODR Regulations. The company filed detailed disclosures with BSE (Scrip Code: 526951) and NSE (Trading Symbol: STYLAMIND).

The board accepted resignations from three key directors, all effective from closure of business hours on February 13, 2026:

New Director Appointments

The board approved two new director appointments, both subject to shareholder approval:

Subsequent Board Meeting Outcomes

A second board meeting held on February 18, 2026, from 10:00 AM to 11:30 AM addressed additional changes:

Manav Gupta resigned as Whole Time Director, while Rajesh Gill stepped down as Non-Executive Independent Director. Both resignations were linked to the change in company control following the shareholders agreement with Aica Kogyo Company Limited.

Promoter Reclassification

The company completed reclassification of erstwhile promoters following share transfers to Aica Kogyo Company Limited:

Pushpa Gupta and Dipti Gupta, previously categorized as promoter and promoter group members, ceased to hold any equity shares and were reclassified in accordance with Regulation 31A(10) of SEBI LODR Regulations. The reclassification requirements were satisfied, including disclosure in the open offer documents and compliance confirmations from the erstwhile promoters.

Leadership Transition

The organizational changes included:

The board also approved increases in managerial remuneration for both Jagdish Gupta, Managing Director, and Manit Gupta, Whole Time Director, subject to shareholder approval.

All appointments remain subject to shareholder approval, and the company has confirmed compliance with regulatory requirements. Complete information is available on the company's website at www.stylam.com under the investors section.