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Stylam Industries Limited Proxy Solicitation & Information Statement 2026

Mar 27, 2026

60759_rns_2026-03-27_935ed704-ac85-4845-b525-a4c4a32a25f0.pdf

Proxy Solicitation & Information Statement

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Ref. No.: SIL/CHD/2025-26/27032026 Date: March 27, 2026

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To,

The Manager The Manager Listing Department Listing Department BSE Limited (BSE) National Stock Exchange of India Ltd ( NSE) Corporate Relation Department Exchange Plaza, C-1 Block G, Bandra Kurla Phiroze Jeejeebhoy Towers, 25th Floor Complex, Bandra, Mumbai – 400051 Dalal Street, Mumbai – 400001 BSE Scrip Code: 526951 Trading Symbol : STYLAMIND

Trading Symbol : STYLAMIND

Subject: Notice of Postal Ballot through Electronic Voting.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the electronic copy of the Postal Ballot Notice together with the Explanatory Statement for seeking approval of the Members of Stylam Industries Limited ('the Company'), which is being sent only through electronic mode to the Members of the Company, on the following Resolutions as set out in the said Postal Ballot Notice, through remote e-Voting:-

  1. Appointment of Mr. Nobuyoshi Sakai (DIN: 11505178) as a Non-Executive Nominee Director.

  2. Appointment of Mr. Santosh Kumar Agrawal (DIN: 00603098) as a Non-Executive Independent Director.

  3. Increase in managerial remuneration of Mr. Jagdish Gupta (DIN: 00115113), Managing Director.

  4. Increase in managerial remuneration of Mr. Manit Gupta (DIN: 00889528), Whole Time Director.

  5. Amendment of Articles of Association of the Company.

The notice is being sent to all the Members whose email addresses are registered with MUFG lntime India Private Limited, the Company’s Registrar and Share Transfer Agent, or with their respective Depository Participant(s), as on Friday, 20 March 2026, being the cut-off date.

The remote e-voting period will commence on Monday, 30 March 2026 (09:00 hours IST) and will end on Tuesday, 28 April 2026 (17:00 hours IST). The results of the Postal Ballot will be declared on or before Thursday, 30 April 2026.

You are requested to kindly take the aforesaid information on record.

Thanking you,

Yours sincerely ,

For Stylam Industries Limited

Dhiraj Digitally signed by Dhiraj Kheriwal Kheriwal Date: 2026.03.27 17:01:27 +05'30'

Dhiraj Kheriwal Company Secretary & Compliance Officer Encl: As above

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Sections 108, 110, and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “ Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s), modification(s) or reenactment(s) thereof for the time being in force (the “ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars including General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (the “ MCA Circulars ”), Secretarial Standards on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and any other applicable laws, rules, regulations, circulars and notifications (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force) to transact the items of special business as set out in this postal ballot notice (“ Postal Ballot Notice ”) proposed to be passed by the members of Stylam Industries Limited (the “ Company ”) through remote e-voting i.e. voting through electronic means.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act, read with the Rules framed thereunder, Regulation 44 of the Listing Regulations, the MCA Circulars, the manner of voting on the proposed resolutions are restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In accordance with the requirements of MCA Circulars, the Company will send Postal Ballot Notice by email, to only those members who have registered their email addresses with the Company/ Registrar and Transfer Agent (“ RTA ”) or depository/ depository participants as on the cut-off date i.e. Friday, 20 March 2026. The communication of assent/ dissent of the members will only take place through the remote e-voting system, and hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the members. Further, the Company has made necessary arrangements with the Company’s RTA, MUFG lntime India Private Limited (formerly known as Link Intime India Private Limited) for the members to register their e-mail address. Therefore, those members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the notes to the Postal Ballot Notice. Members who have already registered their e-mail address are requested to keep their e-mail address validated with the Company/ RTA/ depository participants to enable servicing of documents electronically to their e-mail address.

In compliance with the provisions of Sections 108, 110 of the Act, and other applicable provisions of the Act read with the Rules framed thereunder, Regulation 44 of the Listing Regulations and SS-2, the Company has engaged MUFG lntime India Private Limited (‘InstaVOTE’), an authorised agency, to provide remote e-voting facility to its members. The procedure for remote e-voting is provided in the notes to this Postal Ballot Notice.

The remote e-voting period will commence on Monday, 30 March 2026 (09:00 hours IST) and will end on Tuesday, 28 April 2026 (17:00 hours IST). During the remote e-voting period, members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, 20 March 2026, may cast their vote electronically.

Stylam Industries Limited

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

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The board of directors of the Company (the “ Board ”) have appointed Mr. Sanjiv Kumar Goel, Practicing Company Secretary (Membership No. FCS 2107, CP No. 1248), as the scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

After completion of remote e-voting period, the scrutinizer will submit his report to the Chairman/ Managing Director/ Company Secretary & Compliance Officer of the Company. The results of the voting conducted through postal ballot (through the remote e-voting process) along with scrutinizer’s report will be announced by either of the aforesaid officials of the Company on or before Thursday, 30 April 2026.

The Board now proposes to obtain the consent of the shareholders by way of postal ballot for the matters as considered in the general meeting (“ Resolutions ”) appended below in accordance with Rule 20 and 22 of the Rules. The explanatory statement pursuant to Sections 102, 108 and 110, and any other applicable provisions, if any, of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is also annexed hereto.

You are requested to peruse the proposed Resolutions along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

Stylam Industries Limited

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

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SPECIAL BUSINESS

1. APPOINTMENT OF MR. NOBUYOSHI SAKAI (DIN: 11505178) AS A NON-EXECUTIVE NOMINEE DIRECTOR.

To consider and if thought fit, to pass, the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 149, 152 and 161 of the Companies Act, 2013, as amended (the “ Act ”) and any other applicable provisions, if any, of the Act read with rules framed thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“ Listing Regulations ”) and other applicable laws, the Articles of Association of Stylam Industries Limited (“ Company ”), in accordance with the shareholders’ agreement dated December 26, 2025 by and amongst the Company, Jagdish Gupta, Manit Gupta, Nidhi Gupta, Saru Gupta and Aica Kogyo Company, Limited (“ AICA ”), and based on the recommendation of the Nomination and Remuneration Committee of the Company and that of the board of directors of the Company (“ Board ”), Mr. Nobuyoshi Sakai (DIN: 11505178), nominated by AICA as its representative on the Board, who was appointed as an Additional Nominee Director under the category of Non-Executive Director on February 13, 2026, be and is hereby appointed as a Nominee Director of the Company to hold office for a term of 5 (five) consecutive years from February 13, 2026 to February 12, 2031, not eligible to retire by rotation, upon such remuneration as may be determined by the Board from time to time within the overall limits of remuneration under the Act, rules and the Listing Regulations, if any.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

2. APPOINTMENT OF MR. SANTOSH KUMAR AGRAWAL (DIN: 00603098) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR.

To consider and if thought fit, to pass, the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 (the “ Act ”) read with Schedule IV of the Act and any other applicable provisions, if any, of the Act and rules framed thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“ Listing Regulations ”) and other applicable laws, the Articles of Association of Stylam Industries Limited (“ Company ”), in accordance with the share purchase agreement dated December 26, 2025 by and amongst Jagdish Gupta, Nidhi Gupta, Saru Gupta and Aica Kogyo Company, Limited (“ AICA ”), based on the recommendation of the Nomination and Remuneration Committee of the Company and that of the board of directors of the Company (“ Board ”), Mr. Santosh Kumar Agrawal (DIN: 00603098), who meets the criteria of

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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independence as prescribed under the Act and the Listing Regulations, and who was appointed by the Board as an Additional Director under the category of Non-Executive Independent Director and in respect of whom the Company has received a notice from member proposing his candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years from February 13, 2026 to February 12, 2031, not eligible to retire by rotation, upon such remuneration as may be determined by the Board from time to time within the overall limits of remuneration under the Act, rules and the Listing Regulations, if any.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. INCREASE IN MANAGERIAL REMUNERATION OF MR. JAGDISH GUPTA (DIN: 00115113), MANAGING DIRECTOR

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions of the Companies Act, 2013 (including statutory amendments or re-enactments thereof for the time being in force), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other rules, laws, regulations, guidelines or notifications as may be applicable and as per the Memorandum and Articles of Association of the Company, the recommendation of the Nomination and Remuneration Committee, and in furtherance of the resolution passed in the Annual General Meeting held on 30th September 2024 and subject to such other approvals as may be necessary, approval of the Members be and are hereby accorded for payment of remuneration an amount of Rs. 360.00 lakhs per annum and such other allowances as mentioned in the explanatory statement to Mr. Jagdish Gupta (DIN: 00115113), Managing Director, for the period from 18th February 2026 to till the conclusion of his term of office as per shareholders’ resolution dated 30th September, 2024.

FURTHER RESOLVED THAT in the event the Company does not have profits or the profit of the Company is inadequate in any financial year during his tenure as referred above, the amount of Salary and perquisites referred above shall be paid as minimum remuneration in terms of Section II of Part II of Schedule V to the Companies Act, 2013.

FURTHER RESOLVED THAT except as aforesaid, all other existing terms and conditions of appointment of Mr. Jagdish Gupta (DIN: 00115113) passed at Annual General Meeting held on 30th September 2024 shall continue to remain in full force and effect.

FURTHER RESOLVED THAT the Board be and are hereby authorized to vary and / or revise the remuneration of Mr. Jagdish Gupta (DIN: 00115113) within limits permissible under the Act and do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid Resolution.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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4. INCREASE IN MANAGERIAL REMUNERATION OF MR. MANIT GUPTA (DIN: 00889528), WHOLE TIME DIRECTOR.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions of the Companies Act, 2013 (including statutory amendments or re-enactments thereof for the time being in force), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other rules, laws, regulations, guidelines or notifications as may be applicable and as per the Memorandum and Articles of Association of the Company, the recommendation of the Nomination and Remuneration Committee, and in furtherance of the resolution passed in the Annual General Meeting held on 30[th] September 2022 and subject to such other approvals as may be necessary, approval of the Members be and are hereby accorded for payment of remuneration an amount of Rs. 360.00 lakhs per annum and such other allowances as mentioned in the explanatory statement to Mr. Manit Gupta (DIN: 00889528), Whole Time Director, for the period from 18[th] February 2026 to till the conclusion of his term of office as per shareholders’ resolution dated 30[th] September, 2022.

FURTHER RESOLVED THAT in the event the Company does not have profits or the profit of the Company is inadequate in any financial year during his tenure as referred above, the amount of Salary and perquisites referred above shall be paid as minimum remuneration in terms of Section II of Part II of Schedule V to the Companies Act, 2013.

FURTHER RESOLVED THAT except as aforesaid, all other existing terms and conditions of appointment of Mr. Manit Gupta (DIN: 00889528) passed at Annual General Meeting held on 30[th] September 2022 shall continue to remain in full force and effect.

FURTHER RESOLVED THAT the Board be and are hereby authorized to vary and / or revise the remuneration of Mr. Manit Gupta (DIN: 00889528) within limits permissible under the Act and do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid Resolution.

5. AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 (the “ Act ”) read with the relevant rules made thereunder, (including any amendments, statutory modification(s) and/ or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association of Stylam Industries Limited (“ Company ”), relevant provisions under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, such other statutes, laws, rules, regulations, guidelines, circulars, directions, notifications and

Stylam Industries Limited

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

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clarifications as applicable from time to time, the consent of the members of the Company be and is hereby accorded for the amendment of the Articles of Association of the Company by substituting Article 85 in the current Articles of Association of the Company with the following:

“Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than 3 (three) and shall not be more than 15 (fifteen).”

RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

Registered Office : By Order of the Board of Directors SCO 14, Sector 7C, Chandigarh - 160019 Sd/- Date: 25-03-2026 Dhiraj Kheriwal Place : Chandigarh Company Secretary and Compliance Officer ICSI Membership No. ACS 51328

Notes:

  1. The relevant Explanatory Statement pursuant to Section 102 and 110 of the Act read with Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolutions mentioned in the Postal Ballot Notice is appended herein below for your consideration.

  2. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e-Voting is being sent by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited (‘CDSL’) as on Friday, 20 March 2026, (the 'cut-off date' ) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company and Company’s Registrar and Share Transfer Agent, MUFG Intime India Private Limited (formerly Link Intime India Private Limited) (“RTA”).

  3. The remote e-voting period will commence on Monday, 30 March 2026 (9:00 hours IST) and will end on Tuesday, 28 April 2026 (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, 20 March 2026, may cast their vote electronically.

  4. The voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up share capital of the Company as on the cut-off date.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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  1. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the Listing Regulations, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses with the Company can now register the same by sending an e-mail to the RTA on [email protected]. Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) only.

  2. The Resolutions, if approved by the requisite majority through Postal Ballot, shall be deemed to have been duly passed on Tuesday, 28 April 2026 i.e. the last date specified by the Company for receipt of votes through the Remote e-Voting process.

  3. A member cannot exercise his vote by proxy on Postal Ballot.

  4. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Chandigarh.

  5. In case of any query/grievance in connection with the Postal Ballot including e-voting, Members may contact NSDL by e-mail at [email protected] or the Company Secretary at the contact details given hereinabove or at [email protected].

  6. The Postal Ballot Notice is also placed on the website of the Company www.stylam.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively .

  7. All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to the Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

  8. The results of the Postal Ballot will be placed on the Company’s website at www.stylam.com and will also be intimated to the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited, in accordance with the provisions of Listing Regulations. The Company will also display the results of the Postal Ballot at its Registered Office.

VOTING THROUGH ELECTRONIC MEANS

In compliance with provision of Section 108, 110 and other applicable provisions of the Act read with Rules framed thereunder, Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide e- voting facility to all its members, to enable them to cast their vote electronically instead of dispatching the physical Postal Ballot form by post. The Company has engaged the services of MUFG Intime India Pvt. Ltd. for the purpose of providing e-voting facility to all its members.

Stylam Industries Limited

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

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The instruction for e-voting are as under:

The e-voting period commences on Monday, 30 March 2026 (9:00 hours IST) and will end on Tuesday, 28 April 2026 (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, 20 March 2026 may cast their vote electronically.

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

  • a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

  • b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

  • c) Enter the OTP received on your registered email ID/ mobile number and click on login.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”. b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.

  • c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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  • c) Enter the last 4 digits of your bank account / generate ‘OTP’

  • d) Post successful registration, user will be provided with Login ID and password.

  • e) Follow steps given above in points (a-d).

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METHOD 3 - NSDL e-voting website

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting page

  • a) Visit URL: https://www.cdslindia.com.

  • b) Go to e-voting tab.

  • c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.

  • b) Enter existing username, Password & click on “Login”.

  • c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-1725021495

Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Wotks II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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Shareholders not registered for Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.

  • b) Proceed with updating the required fields for registration.

  • c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

  • b) Enter details as under:

  • User ID: Enter User ID

  • Password: Enter existing Password

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit”.

(Home page of e-voting will open. Follow the

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process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

  • User ID: Enter User ID

  • PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

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Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  3. Shareholders, holding shares in NSDL form , shall provide ‘point 4’ above.

  4. Shareholders, holding shares in CDSL form , shall provide ‘point 3’ or ‘point 4’ above.

  5. Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above

  6. Set the password of your choice.

  7. (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  8. Enter Image Verification (CAPTCHA) Code.

  9. Click “Submit” (You have now registered on InstaVote).

  10. Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

  • A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon. E-voting page will appear.

  • C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • A. Visit URL: https://instavote.linkintime.co.in

  • B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • C. Fill up your entity details and submit the form.

  • D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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STEP 2 – Investor Mapping

  • A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • B. Click on “Investor Mapping” tab under the Menu section

  • C. Map the Investor with the following details:

  • 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

  • 2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • 3) ‘Investor PAN’ - Enter your 10-digit PAN.

  • 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote.

  • Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.”.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

  • (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will see “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.

HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type ** Helpdesk details
Individual Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk
by sending request [email protected] call at: 022 - 4886 7000
Individual Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending request [email protected] contact at toll
free no. 1800 22 55 33

Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Further Click on “forgot password?”

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Further Click on “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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Team InstaVote MUFG Intime India Private Limited Formerly Link Intime India Private Limited

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

The Board of Directors of Stylam Industries Limited (“ Board ”) on the recommendation of the Nomination and Remuneration Committee of Stylam Industries Limited (“ Company ”) had approved the appointment of Mr. Nobuyoshi Sakai (DIN: 11505178) as an Additional (Non –Executive Nominee) Director of the Company, for a period of 5 (five) years commencing from February 13, 2026 until February 12, 2031 (both days inclusive), subject to approval of the members of the Company by way of ordinary resolution.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 (“ Act ”), Mr. Nobuyoshi Sakai (DIN: 11505178) will hold office up to the date of the ensuing general meeting. However, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“ Listing Regulations ”), approval of members of the Company is required to be obtained for appointment of a director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment through this postal ballot.

Mr. Nobuyoshi Sakai is not disqualified from being appointed as a director in terms of Section 164 of the Act. he has confirmed that he is not debarred from holding the office of director by virtue of any order from Securities and Exchange Board of India or any such authority and has given him consent to act as a director of the Company, he fulfils the conditions as specified in the Act read with the rules made thereunder and Listing Regulations.

Mr. Nobuyoshi Sakai shall be entitled to such remuneration, by way of commission and/or otherwise, as may be determined by the Board from time to time, within the overall limits prescribed under the Act and the Listing Regulations, as amended from time to time.

Mr. Nobuyoshi Sakai shall not be entitled to receive any sitting fees for attending the meetings of the Board or its Committees. Further, his office shall not be liable to retire by rotation.

The Board firmly believes that with the professional knowledge and experience of Mr. Nobuyoshi Sakai, as a Nominee Director will be in the best interests of the Company and accordingly, the Board recommends that the members approve the appointment of Mr. Nobuyoshi Sakai as a Non-Executive Nominee Director by passing an ordinary resolution.

Brief Profile of Mr. Nobuyoshi Sakai:

Mr. Nobuyoshi Sakai has received a bachelor’s degree in the year 1992 from Business Administration of Yokohama National University.Mr. Nobuyoshi Sakai joined INAX Corporation (currently LIXIL Corporation) in 1992 and thereafter, he joined Aica Kogyo Company Limited in 2013 and served as: (a) Manager, Corporate Planning Office (2014); (b) General Manager, Domestic Sales Planning Department (2015); (c) Executive Officer (2020); and (d) Vice-President of Wilsonart Shanghai (2020). Currently, he serves as Senior Executive Officer, Corporate Planning Department (2024–present).

None of the Directors, apart from Mr. Nobuyoshi Sakai, or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any Key Managerial Personnel of the Company is, in anyway, concerned or interested in the above resolution.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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ITEM NO. 2

The Board of Directors of Stylam Industries Limited (“ Board ”), on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Santosh Kumar Agrawal (DIN: 00603098) as an Additional Director under the category of Non-Executive Independent Director of Stylam Industries Limited (the “ Company ”), for a period of 5 (five) years commencing from February 13, 2026 up to February 12, 2031 (both days inclusive), subject to approval of the members of the Company by way of ordinary resolution.

Pursuant Section 161 of the Companies Act, 2013 (the “ Act ”), Mr. Santosh Kumar Agrawal (DIN: 00603098) will hold office up to the date of the ensuing general meeting. However, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (“ Listing Regulations ”), approval of members of the Company is required to be obtained for appointment of a director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment through this postal ballot.

The Company has also received declaration from him that he meets the criteria of independence as prescribed under Section 149(7) of the Act read with Rule 5 of Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. He is not debarred from holding the office of Director by virtue of any order from Securities and Exchange Board of India or any other authority. Pursuant to Regulation 25(8) of the Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. Therefore, he fulfils the conditions as specified in the Act read with the rules made thereunder, the Listing Regulations and is independent of the management of the Company.

Mr. Santosh Kumar Agrawal will be entitled to sitting fees as approved by the Board and reimbursement of expenses incurred for attending Board and Committee meetings, if applicable.

The Board firmly believes that with the professional knowledge and experience of Mr. Santosh Kumar Agrawal, as an Independent Director will be in the best interests of the Company and accordingly, the Board recommends that the members approve the appointment of Mr. Santosh Kumar Agrawal as a Non-Executive Independent Director by passing an ordinary resolution.

Brief Profile of Mr. Santosh Kumar Agrawal:

Mr. Santosh Kumar Agrawal is a highly accomplished Orthopaedic and Trauma Surgeon with over four decades of clinical and academic experience in India and abroad. He holds MBBS (Gold Medal), MS Orthopaedics (Gold Medal), M.Ch. Orthopaedics (Liverpool, UK), and F.A.S.I.F. (Switzerland) qualifications.

None of the Directors, apart from Mr. Santosh Kumar Agrawal, or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any Key Managerial Personnel of the Company is, in anyway, concerned or interested in the above resolution.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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ITEM NO. 3

The Members of the Company had, at the Annual General Meeting held on 30[th] September, 2024, approved the appointment of Mr. Jagdish Gupta (DIN: 00115113) as Managing Director of the Company for a specified term.

Mr. Jagdish Gupta is a graduate with a vast managerial experience. He is one of the promoters and main contributor to the growth and development of the company. Shri Gupta, is well versed in international market, is equally excellent in ensuring growth by improving productivity, cost control. There has been considerable synergy in his leading in segments of business and his effective contribution has fostered the growth of the company's business.

Considering his continued leadership, experience and significant contribution to the growth and performance of the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 18, 2026 has approved revision/payment of remuneration to Mr. Jagdish Gupta amounting to Rs. 360.00 Lakhs (Rupees Three Hundred Sixty Lakhs only) per annum along with such allowances and perquisites, for the period commencing from February 18, 2026 till the conclusion of his existing term of office as approved by the Members.

Terms and conditions including remuneration:

  • (i) Fixed Remuneration – Rs. 360.00 Lakhs per annum (Rupees Three Hundred Sixty Lakhs only), as per Company policy, with such increment from time to time as the Board / Nomination and Remuneration Committee of Directors may deem fit.

  • (ii) Miscellaneous terms:

  • i. Director & Officers liability insurance On Actual basis.

  • ii. Company Car/lease with fuel, driver and maintenance on actual basis.

  • iii. Any other benefit, amenity, privilege, not mentioned above but provided by the Company to its other employees.

  • iv. No sitting fees will be paid to the Managing Director & Chairman for attending meeting of the Board of Directors or any Committee thereof.

  • v. His office shall not be liable to determination by retirement of directors by rotation.

The proposed remuneration is within the overall limits prescribed under Sections 196, 197 and 198 read with Schedule V of the Companies Act, 2013 and is also in compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Jagdish Gupta, the remuneration proposed to be paid shall be treated as minimum remuneration and shall be payable in accordance with Section II of Part II of Schedule V to the Companies Act, 2013.

Except for the revision/payment of remuneration as stated above, all other terms and conditions of his appointment, as approved by the Members at the Annual General Meeting held on 30[th] September, 2024, shall remain unchanged.

The Board is of the opinion that the proposed remuneration is reasonable and commensurate with the responsibilities entrusted to Mr. Jagdish Gupta.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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Mr. Jagdish Gupta and his relatives may be deemed to be interested in the resolution to the extent of the remuneration payable to him. None of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution set out in the Notice for approval of the Members as a Special Resolution.

ITEM NO. 4

The Members of the Company had, at the Annual General Meeting held on 30[th] September, 2022, approved the appointment of Mr. Manit Gupta (DIN: 00889528) as Whole Time Director of the Company for a specified term.

Mr. Manit Gupta is a Chemical Engineer and post graduate with a vast managerial experience. He is one of the promoters and main contributor to the growth and development of the company. Shri Gupta, is well versed in international market, is equally excellent in ensuring growth by improving productivity, cost control. There has been considerable synergy in his leading in segments of business and his effective contribution has fostered the growth of the company's business.

Considering his continued leadership, experience and significant contribution to the growth and performance of the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 18, 2026 has approved revision/payment of remuneration to Mr. Manit Gupta amounting to Rs. 360.00 Lakhs (Rupees Three Hundred Sixty Lakhs only) per annum along with such allowances and perquisites, for the period commencing from February 18, 2026 till the conclusion of his existing term of office as approved by the Members.

Terms and conditions including remuneration:

  • (iii) Fixed Remuneration – Rs. 360.00 Lakhs per annum (Rupees Three Hundred Sixty Lakhs only), as per Company policy, with such increment from time to time as the Board / Nomination and Remuneration Committee of Directors may deem fit.

  • (iv) Miscellaneous terms:

  • vi. Director & Officers liability insurance On Actual basis.

  • vii. Company Car/lease with fuel, driver and maintenance on actual basis.

  • viii. Any other benefit, amenity, privilege, not mentioned above but provided by the Company to its other employees.

  • ix. No sitting fees will be paid to the Managing Director & Chairman for attending meeting of the Board of Directors or any Committee thereof.

  • x. His office shall not be liable to determination by retirement of directors by rotation.

The proposed remuneration is within the overall limits prescribed under Sections 196, 197 and 198 read with Schedule V of the Companies Act, 2013 and is also in compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Manit Gupta, the remuneration proposed to be paid shall be treated as minimum remuneration and shall be payable in accordance with Section II of Part II of Schedule V to the Companies Act, 2013.

Except for the revision/payment of remuneration as stated above, all other terms and conditions of his appointment, as approved by the Members at the Annual General Meeting held on 30[th] September, 2024, shall remain unchanged.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana)

W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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The Board is of the opinion that the proposed remuneration is reasonable and commensurate with the responsibilities entrusted to Mr. Manit Gupta.

Mr. Manit Gupta and his relatives may be deemed to be interested in the resolution to the extent of the remuneration payable to him. None of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution set out in the Notice for approval of the Members as a Special Resolution.

ITEM NO. 5

Stylam Industries Limited (the “ Company ”) has entered into a shareholders’ agreement dated 26 December 2025 (“ SHA ”) by and amongst the Company, Jagdish Gupta, Manit Gupta, Nidhi Gupta, Saru Gupta and Aica Kogyo Company, Limited (“ AICA ”). The SHA inter-alia records the terms and conditions governing the management of the Company and inter-se rights and obligations between Jagdish Gupta, Manit Gupta, Nidhi Gupta, Saru Gupta, AICA, in relation to the Company.

The Articles of Association of the Company currently provides for a maximum of 12 (twelve) Directors on the Board of the Company. Considering the appointment of nominee director(s) pursuant to the SHA and to strengthen the Board with additional expertise, it is proposed to increase the maximum number of Directors on the Board of the Company to 15 (fifteen) and amend the Articles of Association of the Company as more particularly set out in Item No 5 of the Notice.

A copy of the altered Articles of Association shall be made available for inspection at the registered office of the Company during normal business hours on all working days and shall also be available on the website of the Company at www.stylam.com.

Pursuant to Section 14 of the Companies Act, 2013, as amended read with applicable rules framed thereunder and other applicable law, approval of the members of the Company is required for the proposed amendment to the Articles of Association of the Company is required to be approved by the members of the Company by way of a Special Resolution.

The Board of Directors recommends the Special Resolution set out in Item No 5 of the Notice for the consideration and approval of the members.

None of the Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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Annexure A

Details of Directors seeking appointment/re-appointment [Disclosures pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) in respect of director(s) recommended for appointment and re-appointment]

Name of the Director Mr. Nobuyoshi Sakai Mr.
Santosh
Kumar
Agrawal
Date of birth October 17, 1968 October 01, 1961
Age 57 Years 64 Years
Director
Identification
Number (DIN)
11505178 00603098
Date of first appointment to
the Board of Directors of
Stylam Industries Limited
(the “Company”)
13-02-2026 13-02-2026
Nature
of
expertise
in
specific functional areas
Qualifications:Nobuyoshi Sakai has received a
bachelor’s degree in the year 1992 from
Business Administration of Yokohama National
University.
Experience:Nobuyoshi Sakai joined INAX
Corporation (Currently LIXIL Corporation) in
1992 and thereafter, he joined Aica Kogyo
Company Limited in 2013 and served as
Manager, Corporate Planning Office (2014);
General Manager, Domestic Sales Planning
Department (2015), Executive Officer (2020),
Vice-President of Wilsonart Shanghai (2020).
Currently, he serves as Senior
Executive
Officer,
Corporate
Planning
Department (2024– present).
Dr.
Santosh
Kumar
Agrawal
is
a
highly
accomplished
Orthopaedic and Trauma
Surgeon with over four
decades of clinical and
academic experience in
India and abroad. He
holds MBBS (Gold Medal),
MS Orthopaedics (Gold
Medal),
M.Ch.
Orthopaedics (Liverpool,
UK),
and
F.A.S.I.F.
(Switzerland)
qualifications.
Currently,
he
is
the
Managing
Director
of
Chandigarh Hospitals &
Research Centre Pvt. Ltd.
and
Consultant
Orthopaedic Surgeon at
Shivalik
Hospital
&
Trauma Centre, Mohali.
Experience 35 years 30 years
Terms and conditions of
appointment
Date of appointment -with effect from closure of business hours on 13
February, 2026.
Term of appointment -with effect from 13 February, 2026 upto 12
February 2031 (both days inclusive).

Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)

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Remuneration last drawn
(including sitting fees, if any)
Mr. Nobuyoshi Sakai will not be paid any
remuneration during his term as Director.
Except for sitting fees
paid for attending the
Board
Meeting(s),
Mr.
Santosh Kumar Agrawal
will not be paid any
remuneration during his
termasDirector.
Remuneration proposed to
be paid
Nil Nil
Shareholding
in
the
Company
Nil Nil
Relationship
with
other
Director/Key
Managerial
Personnel of the Company
No inter-se relationships between Directors and
key Managerial Personnel.
No inter-se relationships
between Directors and
key
Managerial
Personnel.
No.
of
board
meetings
attended during FY26 (as on
the date of this Notice)
Two Two
Other listed companies in
which the Director is a
Director
Nil Nil
Membership/Chairmanship
of
Committees
in
other
Companies (including the
Company)
Nil Stylam Industries Limited
1. Member,
Audit
Committee;
2. Member, Nomination
and
Remuneration
Committee;
3. Member, Stakeholders
Relationship
Committee;
4. Member,
Risk
Management
Committee;
5. Member,
Corporate
Social Responsibility
Committee; and
6. Member,
ESG
Committee
Listed entities from which
the person has resigned in
the past 3 years
Nil Nil

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Stylam Industries Limited

Regd. Office: SCO 14, Sector 7C, Madhya Marg, Chandigarh (INDIA)-160019, T: +91-172-5021555/5021666, F: +91-172-5021495 Works I: Plot No. 192-193, Industrial Area Phase-1, Panchkula (Haryana) INDIA - 134109, T: +91-172-2563907/2565387 Works II: Village Manak Tabra towards Raipur Rani, Mattewala Chowk, Distt. Panchkula (Haryana) W: www.stylam.com, E-MAIL: [email protected] CIN: L20211CHl 991PLC0l 1732 (Govt. of India recognised Star Export House)