Stylam Industries Limited has announced a significant change in ownership following the execution of multiple share purchase agreements with Japan-based Aica Kogyo Company, Limited, paving the way for a transfer of control and a mandatory open offer under SEBI takeover regulations.
As disclosed to stock exchanges, Aica Kogyo has agreed to acquire a substantial stake in Stylam Industries by purchasing shares from promoter group entities in two separate transactions. Based on the executed agreements, the Japanese company will acquire between 40% and 53.12% of Stylam Industries’ equity share capital, depending on the final number of shares tendered in the open offer. As per report, the total transaction value is estimated to be in the range of ₹1,530 crore to ₹2,038 crore, calculated at the agreed price of ₹2,250 per equity share.
Under the first share purchase agreement dated December 26, 2025, Seller Group 1 comprising Pushpa Gupta, Dipti Gupta and Manav Gupta has agreed to sell 45,96,768 equity shares, representing 27.12% of Stylam Industries’ issued, paid-up and voting share capital. The sale will be executed in two tranches, with the first tranche involving 16,94,806 shares, equivalent to 10% equity. Upon completion of this tranche, Aica Kogyo will acquire control of Stylam Industries as defined under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The remaining 17.12% stake will be transferred in the second tranche, subject to regulatory conditions.
In a separate agreement, Seller Group 2 comprising Jagdish Gupta, Saru Gupta and Nidhi Gupta has entered into a share purchase agreement to sell up to 21,82,456 equity shares, amounting to 12.88% of the company’s share capital. This transaction is also structured in two tranches and further enhances Aica Kogyo’s holding in Stylam Industries.
Following the completion of these transactions, members of Seller Group 1 will cease to hold any shares in Stylam Industries and will be declassified as promoters in accordance with Regulation 31A of the SEBI Listing Obligations and Disclosure Requirements Regulations. The company has clarified that it is not a party to the share purchase agreements and that the transactions do not qualify as related-party transactions.
In addition to the share sale, the board of directors of Stylam Industries, at its meeting held on December 26, 2025, approved the execution of a shareholders’ agreement between the existing promoter group and Aica Kogyo. The agreement governs the management framework, board representation and inter-se rights and obligations between the parties and will take effect as per its contractual terms.
The execution of the share purchase agreements and the shareholders’ agreement has triggered an obligation on Aica Kogyo to make an open offer to the public shareholders of Stylam Industries at ₹2,250 per share, in line with SEBI takeover norms. Once completed, the transaction will mark a major shift in Stylam Industries’ ownership and governance structure, with Aica Kogyo set to emerge as the controlling shareholder subject to regulatory approvals and open offer outcomes.
