Stylam Industries Announces Settlement Agreement for 4.55% Shareholding Dispute

Stylam Industries Limited has announced a significant settlement agreement that resolves a long-standing shareholding dispute between promoter families. The compromise-cum-settlement agreement, executed on December 26, 2025, brings closure to legal proceedings involving a substantial portion of the company's equity shares.

Settlement Agreement Details

The settlement involves two distinct groups within the promoter families. The first party comprises Jagdish Gupta, Saru Gupta, Nidhi Gupta, and Manit Gupta, while the second party includes Pushpa Gupta, Dipti Gupta, and Manav Gupta. This agreement establishes a comprehensive resolution framework for all outstanding disputes between these parties.

Parameter:	Details
Settlement Date:	December 26, 2025
Shares Involved:	7,71,400 shares
Percentage of Company:	4.55%
Original Registered Owner:	Late Smt. Rattan Devi
Current Registered Owner:	Pushpa Gupta
Company's Role:	Confirming Party

Shareholding Dispute Background

The dispute centers around 7,71,400 shares representing 4.55% of Stylam Industries' total shareholding. These shares were originally registered in the name of late Smt. Rattan Devi and were subsequently transferred in favor of Pushpa Gupta. The settlement agreement addresses all claims, disputes, and legal proceedings related to these shares between the involved parties.

Regulatory Compliance and Disclosure

Stylam Industries has made this disclosure in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company referenced its previous disclosure made on April 04, 2025, indicating this settlement is part of ongoing resolution efforts for family disputes within the promoter group.

The settlement agreement represents a full and final resolution of all outstanding matters between the first party and second party groups. As a confirming party to the agreement, Stylam Industries ensures proper documentation and regulatory compliance for this significant corporate development.

Corporate Governance Impact

This settlement demonstrates Stylam Industries' commitment to resolving internal disputes through structured legal frameworks. The agreement provides clarity on shareholding patterns within the promoter group and eliminates potential uncertainties that could affect corporate governance and decision-making processes. The resolution of this 4.55% shareholding dispute strengthens the company's governance structure and provides stability for future operations.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+2.50%	-2.28%	+7.72%	+36.06%	-2.20%	+74.33%

Stylam Industries has received the formal open offer announcement from Japanese acquirer Aica Kogyo Company Limited, following their confirmed acquisition agreement. The mandatory open offer, managed by ICICI Securities Limited, seeks to acquire 44,06,496 equity shares representing 26% of the voting share capital at ₹2,250 per share.

Open Offer Structure and Financial Details

The comprehensive open offer framework establishes clear acquisition parameters and regulatory compliance:

Parameter:	Details
Offer Size:	44,06,496 equity shares
Stake Percentage:	26% of voting share capital
Offer Price:	₹2,250 per share
Total Consideration:	₹991.46 crore
Payment Mode:	Cash
Face Value:	₹5 per share

Share Purchase Agreement Implementation

The underlying transaction involves structured acquisition through two share purchase agreements executed on December 26, 2025:

Transaction Phase:	Share Details	Stake Acquired
SPA 1 - Tranche 1A:	16,94,806 shares from Pushpa Gupta	10.00%
SPA 1 - Tranche 1B:	29,01,962 shares from Seller Group 1	17.12%
SPA 2 - First Closing:	100 shares from Jagdish Gupta	Minimal
SPA 2 - Second Closing:	Up to 21,82,356 shares from Seller Group 2	Up to 12.88%
Maximum Total Acquisition:	67,79,224 shares	40.00%

The acquisition structure ensures Aica Kogyo consolidates at least 40% shareholding through the combined share purchase agreements and open offer process.

Seller Group Details and Post-Transaction Holdings

The transaction involves comprehensive shareholding restructuring among existing promoter groups:

Seller Name:	Current Holding	Post-Transaction Holding
Pushpa Gupta:	40,80,404 shares (24.08%)	Nil
Dipti Gupta:	3,41,400 shares (2.01%)	Nil
Manav Gupta:	3,24,384 shares (1.91%)	Nil
Jagdish Gupta:	31,64,862 shares (18.67%)	Up to 31,64,762 shares
Nidhi Gupta:	3,68,200 shares (2.17%)	Up to 3,68,200 shares
Saru Gupta:	66,254 shares (0.39%)	Up to 66,254 shares

Governance and Board Restructuring

The strategic partnership establishes new corporate governance framework with significant management participation:

Governance Element:	Aica Kogyo Rights	Existing Promoter Rights
Director Nominations:	Up to 8 directors	2 directors
Board Chairperson:	Independent director (Aica recommended)	-
Management Continuity:	-	Jagdish Gupta (MD), Manit Gupta (WTD)
Veto Rights:	Effective from Tranche 1A closing	Limited

Regulatory Timeline and Compliance

The open offer follows mandatory SEBI SAST regulations with structured implementation timeline. The detailed public statement will be published within 5 working days, with the tendering period commencing thereafter. ICICI Securities Limited serves as the manager to the open offer, ensuring regulatory compliance throughout the acquisition process.

Aica Kogyo, headquartered in Nagoya, Japan, operates as a leading manufacturer of chemical and building materials including high-pressure laminates and adhesives. The company maintains existing Indian operations through AICA Laminates India Pvt. Ltd., manufacturing decorative laminates under 'Sunmica' and 'AICA' brands since 2011.