Stanley Lifestyles Ltd Directors Report

To the Members,

Your Board of Directors (‘the Board) takes pleasure in presenting the 18th Annual Report of Stanley Lifestyles Limited (‘the Company) together with the Audited Financial Statements, for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. Financial Highlights

The financial statements of the Company for the year ended March 31, 2025, have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI.

	Standalone		Consolidated
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from operation	2,175	2,313	4,262	4,325
Other income	236	196	172	113
Total Revenue	2,411	2,509	4,434	4,438
Expenses
Raw Materials and components consumed	1,237	1,446	1,536	1,743
Purchase of stock-in- trade	-	0	280	360
Changes in inventories of finished goods and work-in-progress & Stock-in-trade	27	19	47	(110)
Employee benefits expense	284	257	625	572
Finance costs	52	61	182	191
Depreciation and amortization expenses	124	108	444	381
Other expenses	432	398	956	911
Total Expenses	2,156	2,289	4,070	4,048
Profit Before Tax	255	220	364	390
Tax Expenses:
Current Tax	61	54	128	120
MAT Credit Entitlement	-	-	-	-
Deferred Tax Charge/(Credit)	(4)	6	(64)	(21)
Current Tax expense of earlier years	5	3	8	0
Tax Expenses	62	63	72	99
Share of (Loss) from Associate	-	-	-	-
Share of profit/loss attributable to	-	-	-	-
Minority Interest
Profit after Tax	193	157	292	291
Profit for the year	193	157	292	291

2. State of affairs of the Company

During the year under review, your Company continued to grow with revenue of H 2175 million as against H 2313 million in the previous year- a growth of (5.97) %. Profit for the year 2024-2025 was H 193 million as against H 157 million in the previous year- a growth of 22.93 %.

As per the consolidated financial statements, the revenue and profit for the year 2024-2025 were H 4262 million and

H 292 million respectively as against H 4325 million and H 291 million in the previous year - a growth of (1.46) % in revenue and an increase of 0.34 % in profit.

The Companys product line is diverse to meet the needs of its customers. The Companys extensive product line comprises Fixed Furniture, Loose Furniture, Kitchen & Cabinetry Division and other Accessories such as shoes, bags, perfumes, etc. The Company has been continuously driving product innovation ensuring a steady supply of safe products to its consumers. The Company has a wide range of product baskets that span across every price point catering to requirements of premium to mass segment consumers. Your Company continues to retain and reinforce its market share under organized sector with a pan India distribution network comprising of distributors/dealers and retailers.

3. Share Capital

During the year under review, pursuant to the exercise of stock options granted under the Employee Stock Option Plan (ESOP Plan 2022), and in accordance with the approvals granted by the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on February 12, 2025, the Company allotted 89,936 (Eighty Nine Thousand Nine Thirty Six) equity shares of face value H 2 (Rupees Two only) each to the eligible employees.

Consequently, the issued, subscribed, and paid-up share capital of the Company stands increased to 5,71,07,158 (Five Crore Seventy One Lakh Seven Thousand One Hundred and Fifty Eight) equity shares of face value H 2 (Rupees Two only) each, aggregating to H 11,42,14,316 (Rupees Eleven Crores Forty-Two Lakhs Fourteen Thousand Three Hundred and Sixteen only).

The Authorised Share Capital of the Company is H 15,00,00,000/- (Rupees Fifteen Crores only) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs) equity shares of H 2/- (Rupees Two only) each.

The Issued, Subscribed and Paid-up Capital of the Company:

As on March 31, 2025, the issued, subscribed, and paid-up share capital of the Company stands increased to 5,71,07,158 (Five Crore Seventy One Lakh Seven Thousand One Hundred and Fifty Eight) equity shares of face value H 2 (Rupees Two only) each, aggregating to H 11,42,14,316 (Rupees Eleven Crores Forty-Two Lakhs Fourteen Thousand Three Hundred and Sixteen only).

Subsequently, pursuant to the exercise of stock options granted under the Employee Stock Option Plan (ESOP), and in accordance with the approval granted by the Nomination and Remuneration Committee at its meeting held on July 4, 2025, the Company allotted 18,505 (Eighteen Thousand Five Hundred and Five) equity shares of face value H 2 (Rupees Two only) each to eligible employees.

Consequently, the issued, subscribed, and paid-up share capital of the Company stands increased to 5,71,25,663 (Five Crore Seventy One Lakh Twenty-Five Thousand Six Hundred and Sixty Three)equity shares of face value H 2 (Rupees Two only) each, aggregating to H 11,42,51,326 (Rupees Eleven Crores Forty-Two Lakhs Fifty-One Thousand Three Hundred and Twenty-Six only).

4. Issue of debentures, bonds or any non-convertible securities

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

5. Issue of warrants

The Company has not issued any warrants during the year under review.

6. Dividend Distribution Policy

The Dividend Distribution Policy of the Company sets out the parameters and circumstances that the Board considers in determining the distribution of dividend in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015) which can be accessed on the Website of the Company at https://www.stanleylifestyles. com/investors/policies

7. Dividend

The Board has not recommended any dividend for the financial year under review.

8. Transfer of unclaimed/unpaid dividend and the corresponding shares to Investor Education And Protection Fund (IEPF)

The Company has no unclaimed/unpaid dividend during the year under review.

9. Transfer to Reserves

The Board does not propose to transfer any amount to reserves during the year under review.

10. Change in the nature of Business

There has been no change in the nature of business of the Company for the year under review.

11. Initial public offering of equity shares

During the year under review, the Company made an Initial Public Offering (IPO) aggregating to H 5,370.24 million (Rupees Five Thousand Three Hundred and Seventy Million Twenty Four Lakhs Only) comprising of 1,45,53,508 (One Crore Forty Five Lakh Fifty Three Thousand Five Hundred and Eight) equity shares at an offer price of H 369 (Rupees Three Hundred and Sixty Nine Only) (Premium of H 367; Face value of H 2) per share.

The issue comprised of a fresh issue of 54,20,054 (Fifty Four Lakh Twenty Thousand and Fifty Four) Equity Shares at an offer price of H 369 (Rupees Three Hundred and Sixty Nine Only) (Premium of H 367; Face value of H 2) per share aggregating to H 2,000.00 (Rupees Two Thousand Million Only) and an Offer for Sale (OFS) of 91,33,454 (Ninety One Lakh Thirty Three Thousand Four Hundred and Fifty Four) Equity Shares at an offer price of H 369 (Rupees Three Hundred and Sixty Nine Only) (Premium of H 367; Face value of H 2) per share aggregating to H 3,370.24 million (Rupees Three Thousand Three Hundred and Seventy Million and Twenty Four Lakh Only). Pursuant to the IPO, equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 28th June 2024.

12. Utilization of IPO proceeds

The Company successfully raised H 5370.24 Million (Rupees Five Thousand Three Hundred and Seventy Million Twenty Four Lakhs Only) through its Initial Public Offering (IPO), which included an Offer for Sale (OFS) component of H 3,370.24 million

(Rupees Three Thousand Three Hundred and Seventy Million and Twenty Four Lakh Only). Excluding the OFS portion, the Company received gross proceeds of H 2000 Million (Rupees Two Thousand Million Only). Out of the gross proceeds, an amount of H 189.15 Million (Rupees One Hundred and Eighty Nine Million and fifteen Lakh Only) was incurred towards issue-related expenses.

The net proceeds have been utilised during the year under review in accordance with the objects of the issue, as detailed below.

Item Head	Sub head	Total Amount proposed to be spent (in Rs. Millions)	Total Amount spent (in Rs. Millions)
1 Investment in certain Subsidiaries for:	Opening of New Stores by such Subsidiaries under the formats of "Stanley Level Next", "Stanley Boutique" and "Sofas & More by Stanley" (New Stores)	901.27	161.90
	Opening anchor stores (Anchor Stores) by such Subsidiaries	399.90	-
	Renovation of the Existing Stores under the formats of "Stanley Level Next", "Stanley Boutique" and "Sofas & More by Stanley" (Existing Stores) by such subsidiaries	100.40	12.00
2 Funding the capital expenditure requirements for purchase of new machinery and equipment by Company and its Material Subsidiary, Stanley OEM Sofas Limited	-	66.59	66.59
3 General corporate purposes	-	342.69	320.36
Total		1810.85	560.85

There has been no deviation in the utilisation of the IPO proceeds of the Company.

The Monitoring Agency Reports can be accessed on the Website of the Company at https://www.stanleylifestyles. com/investors/investors-information

13. Credit Rating

During the year under review, Investment Information and Credit Rating Agency (ICRA), vide their report dated December 30, 2024, assigned your Company Long-term: Fund based facilities. Rating of A (Stable), Short Term: Non-Fund based Rating of A1 and Long-term/ Short-term: Unallocated-Rating of A1 respectively.

14. Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (‘the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries for the financial year ended on 31 March 2025 in Form AOC-1 forms part of this Annual Report and marked as ANNEXURE I , in this report.

15. Employee Stock Option Plan (ESOP)

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31, 2025, are placed on the website of the Company which can be accessed at https://www.stanleylifestyles.com/investors/

Pursuant to Rule 12(9) of Chapter IV The Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures with respect to the employee stock option schemes of the Company are provided in the ANNEXURE - II forming part of this Boards Report.

16. Share Registrar & Transfer Agent

KFin Technologies Limited is the Registrar and Transfer Agent of the Company.

17. Annual Return

Pursuant to Section 134 and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company which can be accessed at https://www. stanleylifestyles.com/investors/corporate-governance

18. Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not given any loan in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The Company has given corporate guarantee to HDFC Bank Limited on behalf of Stanley OEM Sofas Limited, its Wholly Owned Subsidiary. Further, the corporate guarantee was released by the Company in its Board Meeting dated 13th August 2025.

In furtherance to the Objects of the offer as per the prospectus of the Company filed at the time of the IPO of the Company, we would like to inform you that the Company has made a further investment in Stanley Retail Limited, a wholly owned subsidiary (material subsidiary) of the Company, through a rights issue.

Further, Stanley Retail Limited has made an investment through Rights Issue in Sana Lifestyles Limited and Staras Seating Private Limited, both wholly owned subsidiaries of Stanley Retail Limited and step-down subsidiaries of the Company.

Details of the same are as mentioned in Note No. 6 of the Financial Statements (Standalone)

19. 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.

Stanley Retail Limited, Wholly Owned Material Subsidiary of the Company, has paid Rs. 150 Million (Rupees One Hundred and Fifty Million Only) towards security deposit for upcoming store opening in Hyderabad.

20. Revision of financial statement or the Report

The Company has not revised its Financial Statement or Boards Report during the financial year.

21. Directors and Key Managerial Personnel

I. Composition of the Board of Directors

As of March 31, 2025, the Board of Directors of your Company consisted of six members, comprising two Executive Directors and four Non-Executive Directors, including three Independent Directors. The composition of the Board is in compliance with the requirements of Regulation 17 of SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013.

The details of the Board members are as follows:

Category	Name of Director
Executive	Mr. Sunil Suresh
Director(s)	Mrs. Shubha Sunil
Non-Executive	Mr. Girish Shrikrishna Nadkarni
Independent	Mr. Ramanujam Venkat Raghavan
Director(s)	Mrs. Anusha Shetty
Non-Executive	Mr. Vishal Verma*
Non-Independent Director(s)	Mrs. Sonakshi Sunil**

*Mr. Vishal Verma resigned with effect from 12th July 2024.

** Mrs. Sonakshi Sunil was appointed as a Non-Executive Director on the Board with effect from 14th August 2024.

Change in Composition of the Board of Directors

During the year under review, there were no changes on the Board of Directors (‘Board) except as mentioned below:

i. Changes in Independent Directors

During the year under review, there was no change in the composition of independent directors.

ii. Changes in Non-Independent Directors

Mr. Vishal Verma (DIN: 07056461), Nominee Director of the Company, resigned from the Board of Directors with effect from 12th July 2024

Mrs. Sonakshi Sunil (DIN: 09387990), was appointed as Non-Executive Director of the Company vide Shareholders Approval in their General Meeting dated 30th September 2024.

iii. Directors retiring by rotation

Mrs. Sonakshi Sunil, Non Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

II. Key Managerial Personnel

The Key Managerial Personel of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Sunil Suresh	Managing Director
Mrs. Shubha Sunil	Whole Time Director
Mr. Pradeep Kumar Mishra*	Chief Financial Officer
Mr. Akash Shetty**	Company Secretary and Compliance Officer
Mr. Rasmi Ranjan Naik***	Company Secretary and Compliance Officer
Mr. J K Sharath****	Chief Financial Officer

*Mr. Pradeep Kumar Mishra has resigned on 13th August 2025 **Mr. Akash Shetty resigned with effect from 19th June 2025

*** Mr. Rasmi Ranjan Naik was appointed with effect from 13th August 2025 ****Mr. JK Sharath was appointed on 13th August 2025

III. Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of SEBI (LODR) Regulations, 2015, the Company is required to have at least one-woman director on the Board.

The Company has three Women Directors on the Board, namely, Mrs. Shubha Sunil (DIN: 01363687) as Whole-Time Director, Mrs. Anusha Shetty (DIN: 01666992) as Independent Director and Mrs. Sonakshi Sunil (DIN: 09387990) as Non-Executive Director.

IV. Declaration by Independent Directors and statement on compliance with the code of conduct

The Company has received necessary declarations with respect to independence from all the independent directors in compliance of Section 149 (7) of the Companies Act, 2013.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.

The same is provided in ANNEXURE - III forming part of this Boards Report.

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee has formulated the Nomination and Remuneration Policy which sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178(3) of the Act and SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Policy of the Company as approved and adopted by the Board is placed on the website of the Company which can be accessed at https://www.stanleylifestyles.com/investors/policies

22. Board Meeting

During the Financial Year 2024-25, our Board has met 9 (Nine) times, and the meetings were held on:

Date of Board Meeting	Number of Directors entitled to attend the Meeting	Number of Directors attended the Meeting
07.06.2024	6	6
13.06.2024	6	6
25.06.2024	6	6
26.06.2024	6	6
19.07.2024	5	5
14.08.2024	5	5
02.09.2024	6	5
12.11.2024	6	6
12.02.2025	6	6

The requisite quorum was present for all the Meetings. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations. The Company provides all the Board Members with the facility to participate in the meetings of the Board and its committee through Video Conferencing or Other Audiovisual Means. The details of the meetings have been enclosed with the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on June 13, 2024, and February 07, 2025, and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. The Independent Directors attended the said meeting.

23. Committees of Board

The Company has various Committees which have been constituted as part of good corporate governance practices and the same follow the requirements of the relevant provisions of applicable laws and statutes.

The Committees of the Board are the Audit committee, the Nomination and Remuneration committee, the Corporate Social Responsibility committee, Risk Management Committee and Stakeholders Relationship committee.

The details with respect to the composition, powers, roles, terms of reference, Meetings held, and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

24. Recommendations of the Audit Committee

During the year under review, there were no instances during the year where the Board rejected any recommendations of the Audit Committee, warranting disclosure under Section 177(8) of the Companies Act, 2013.

25. Companys policy on Directors appointment and remuneration

The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and such other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on the Companys website. The Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company which is placed on the website of the Company which can be accessed at https://www. stanleylifestyles.com/investors/policies

26. Annual Evaluation of Board, Committees, and Individual Directors

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out annually through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

27. Code of Conduct for Board and Senior Management

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted a Code of Conduct for Directors and Senior Management "the Code" which provides guidance on ethical conduct of business and compliance with laws and Regulations.

All members of the Board and Senior Management personnel have affirmed their compliance with the Code as of March 31, 2025. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Report of Corporate Governance forming part of this Annual Report and is placed on the website of the Company which can be accessed at https://www. stanleylifestyles.com/investors/policies

28. Code of Practices and procedures for fair disclosure of Unpublished Price Sensitive information

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code), for the fair disclosure of events and occurrences that could impact the price discovery in the market for the Companys securities. The Fair Disclosure Code also provides for maintaining transparency and fairness in dealings with all stakeholders and ensuring adherence to applicable laws and regulations. The same is placed on the website of the Company which can be accessed at https://www. stanleylifestyles.com/investors/policies

29. Prevention of Insider Trading

The Board of Directors of the Company has formulated and adopted a Code of Conduct to regulate, monitor and report the trading of shares by insiders. This code lays down the guidelines and procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them of the consequences of non-compliance. The same is placed on the website of the Company which can be accessed at https://www.stanleylifestyles.com/investors/policies

30. Subsidiary Company, Joint Ventures and Associate Companies

There were no joint ventures and associate companies during the reporting period The details of Subsidiary Companies of the Company as on March 31, 2025, are as follows:

Name of the Company	Relationship	% of shareholding
1 Stanley Retail Limited	Wholly Owned Subsidiary	100.00
2 Stanley OEM Sofas Limited	Wholly Owned Subsidiary	100.00
3 ABS Seating Private Limited	Subsidiary	67.00
4 Sana Lifestyles Limited (Stanley Retail Limited Holding Company)	Step Down Subsidiary	100.00
5 Shrasta D?cor Private Limited (Stanley Retail Limited Holding Company)	Step Down Subsidiary	55.95*
6 Staras Seating Private Limited (Stanley Retail Limited Holding Company)	Step Down Subsidiary	100.00
7 Scheek Home interiors Limited (Stanley Retail Limited Holding Company)	Step Down Subsidiary	100.00

*Shrasta D?cor Private Limited has become a Wholly Owned Subsidiary of Stanley Retail Limited as approved in its Board Meeting held on 13th August 2025.

31. Deposit

During the year under review, your Company has not accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the disclosures required under Rule 8(5) (v) of Companies (Accounts) Rules 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules 2014 are not applicable.

32. Remuneration Details of Directors, KMPs and Employees

Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are specified in ANNEXURE IV to this report.

33. Criteria for making payments to Non-Executive Directors

Apart from the sitting fee paid to the Independent Directors, expenses incurred by the Company on behalf of the Directors for their travel and accommodation and reimbursement of expenses incurred by the Directors during and for the purpose of attending Board and Committee meetings, the Company has made no other payment to its Non-Executive Directors.

34. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013, the Directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and

f. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

35. Adequacy of Internal Audit and Financial Controls

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the financial statements and financial reporting and also the functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, the review of Internal Financial Controls was done, and the report was placed before the Audit Committee.

As per the report the Controls are effective and there are no major concerns. The internal financial controls are adequate and operating effectively to ensure orderly and efficient conduct of business operations.

36. Statutory Auditors

The Members of the Company at the Annual General Meeting held on September 30, 2024, appointed MESSRS. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration Number 117366W/W-100018), as Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013.

Statutory Auditors of the Company shall hold office until the conclusion of 22nd Annual General Meeting. The appointment of the existing auditors for a second term of 5 years was duly approved by the Members at the 17th Annual General Meeting held on September 30, 2024.

The auditors have submitted their Report on the accounts of the Company for the Financial Year ended March 31, 2025, to the Board of Directors. The Board has duly examined the Statutory Auditors Report which is self-explanatory. ‘ The Report does not contain any qualifications, reservations or adverse remarks except as mentioned below:

Statutory Auditors observation:

The Company has used accounting software for maintaining its books of account for the financial year ended 31 March 2025 where in the accounting software did not have the audit trail feature enabled through the year.

Management statement:

The Company is using Accounting Software "SAP B1". The Company has updated the Vendor that the audit trail feature is not enabled in Accounting Software. The Vendor is in process to enable the audit trail feature in the software and informing the Company that it may take some time.

37. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit Report for FY 2024-25 has been annexed herewith as ANNEXURE V

For the year 2025-26, the Board of Directors has appointed Mr. Vijaykrishna K T, Practising Company Secretary (Membership No.: FCS - 1788 ; CP No.: 980) to conduct the Secretarial Audit of the Company for the next five Financial Years 2025-26 to 2029-30.

38. Internal Auditor

Messrs Raghavan, Chaudhuri & Narayanan, Chartered Accountants are the Internal Auditors of the Company.

39. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditor / Secretarial Auditor in their Reports, if any

The Statutory Auditors have given their report ‘with an unmodified opinion, on the Financial Statements of the Company for Financial Year 2024-25.

‘ The Report does not contain any qualifications, reservations or adverse remarks except as mentioned below:

Statutory Auditors observation:

The Company has used accounting software for maintaining its books of account for the financial year ended 31 March 2025 where in the accounting software did not have the audit trail feature enabled through the year.

Management statement:

The Company is using Accounting Software "SAP B1".

The Company has updated the Vendor that the audit trail feature is not enabled in Accounting Software. The Vendor is in process to enable the audit trail feature in the software and informing the Company that it may take some time.

Secretarial Auditor

The Secretarial Audit report contains the following observation:

Secretarial Auditors observation

The Company has maintained its books of account using accounting software; however, the audit trail feature was not enabled throughout the year as is required for reporting on preservation of audit trail under Section 128 of the Companies Act, 2013 read with Rule 3(1) of the Companies (Accounts) Rules, 2014.

Management statement:

The Company is using Accounting Software "SAP B1".

The Company has updated the Vendor that the audit trail feature is not enabled in Accounting Software. The Vendor is in process to enable the audit trail feature in the software and informing the Company that it may take some time.

40. Compliance with Secretarial Standards

During the Financial year, the Company has complied with the provisions of applicable Secretarial Standards viz. Secretarial Standard on meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

41. Corporate Social Responsibility

In compliance with Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) and the composition and function thereof are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy formulated, recommended and approved by the CSR Committee, and the same is available on the website of the Company at: www.stanleylifestyles.com

The CSR Committee has been duly constituted by the Company. Constitution of CSR Committee as on 31 March 2025 is as follows:

Name	Designation	Capacity
Mr. Ramanujam Venkat Raghavan	Chairman	Independent Director
Mrs. Anusha Shetty	Member	Independent Director
Mrs. Shubha Sunil	Member	Executive Director
Mr. Vishal Verma*	Member	Non-Executive Director

**Mr. Vishal Verma resigned with effect from 12th July 2024

The Annual Report on CSR Activities of the Company is furnished as ANNEXURE VI

42. Business Responsibility and Sustainability Report

The BRSR follows the National Guidelines on Responsible Business Conduct (NGRBC) principles on the social, environmental and economic responsibilities of business. Our BRSR includes our responses to questions about our practices and performance on key principles defined by Regulation 34(2)(f) of the Listing Regulations as amended from time to time, which cover topics across all ESG dimensions.

The Companys Business Responsibility and Sustainability Report (BRSR) is provided separately as part of the Annual Report.

43. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

44. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Report. Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is attached to the Report of Corporate Governance.

A certificate from HVS & Associates, Practicing Company Secretary, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance.

45. Related Party Transaction

All contracts/arrangements/transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During the year under review, your Company had not entered into any contract/ arrangement/transaction with Related Parties which could be considered material in accordance with the Policy on Related Party Transactions. Further there were no materially significant related party transactions entered into by the Company with Promoters, Directors, KMP or other persons which may have potential conflicts with the interests of the Company.

The particular of contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure VII which forms part of this report. Details of Related Party Transactions as required under Indian Accounting Standard (Ind AS-24) are reported in Note no. 37 forming part of the Financial Statements.

Disclosure on Related Party Transactions, in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable accounting standards, are made in the financial statements. Also, the Company has adopted the policy on Materiality and Dealing with Related Party Transaction which is available on the website of the Company at: www.stanleylifestyles.com

46. Details of Frauds reported by Auditors

Pursuant to sub-section 12 of Section 143 of the Act, the Statutory Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees.

47. Risk Management

The Risk Management Committee was established by a Board resolution on August 31, 2023, in accordance with SEBI Listing Regulations.

The details with respect to the composition, powers, roles, terms of reference, meetings held, and attendance of the members at such meetings of the Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

48. Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) (A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo have been furnished in Annexure VIII to this report.

49. Vigil Mechanism

The company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. All Directors, employees and stakeholders can raise their concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any stakeholders associated with the Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Corporate Governance Policies or any improper activity, to the Chairman of the Audit Committee or to the Company Secretary and Compliance Officer or the Human Resource Department at investors@stanleylifestyles.com

The policy provides for adequate safeguard against victimization. Any incidents reported are investigated and suitable actions are taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Companys website at: www.stanleylifestyles.com

50. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future

There were no material regulatory orders pertaining to the Company for the year under review, except as intimated to the Stock Exchanges from time to time.

The details same are available on the Companys website at, www.stanleylifestyles.com, websites of the stock exchanges, i.e BSE and NSE, at www.bseindia.com and www.nseindia.com.

51. Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code, 2016 (IBC)

There were no applications filed for corporate insolvency resolution process, by any financial or operational creditor of the Company or by the company itself, under the IBC before the NCLT.

52. Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Prevention of Sexual Harassment Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the period under review:

a. Number of complaints pending at the beginning of the year: NIL

b. Number of complaints received during the year: NIL

c. Number of complaints disposed off during the year: NIL

d. Number of cases pending at the end of the year: NIL

53. Acknowledgment

The Board takes this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company. The Directors express their deep sense of appreciation to all the vendors, employees, franchisees, distributors, Government, Quasi Government authorities and other acquaintances who continue to extend relentless support and cooperation with commitment, enabling your Company to scale to newer heights.

	For and on behalf of Stanley Lifestyles Limited
	Sunil Suresh	Shubha Sunil
Date: August 28, 2025	DIN: 01421517	DIN: 01363687
Place: Bangalore	Managing Director	Whole Time Director