Directors Report of Stanley Lifestyles Ltd.

Mar 31, 2025

Your Board of Directors (âthe Board'') takes pleasure in presenting the 18th Annual Report of Stanley Lifestyles Limited
(âthe 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 (âthe 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	For the year ended	For the year ended	For the year ended
	March 31,2025	March 31,2024	March 31,2025	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 Company''s product line is diverse to meet the needs
of its customers. The Company''s 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 nonÂ¬
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 (âthe 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.

S. No	Item Head	Sub head	Total Amount proposed to be spent (in Rs. Millions)	Total Amount spent (in Rs. Millions)
1	Investment in certain	Opening of New Stores by such	901.27	161.90
	Subsidiaries for:	Subsidiaries under the formats of âStanley Level Next", âStanley Boutique" and âSofas & More by Stanley" (New Stores)
		Opening anchor stores (Anchor Stores) by such Subsidiaries	399.90	^-
		Renovation of the Existing Stores under the formats of âStanley Level Next", âStanley Boutique" and âSofas & 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/ ShortÂ¬
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 (âthe 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 Company''s 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 Board''s 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
Board''s 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 (âBoard'') 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

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

â¢ 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 WholeÂ¬
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 Board''s 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:

S. No	Date of Board Meeting	Number of Directors entitled to attend the Meeting	Number of Directors attended the Meeting
1	07.06.2024	6	6
2	13.06.2024	6	6
3	25.06.2024	6	6
4	26.06.2024	6	6
5	19.07.2024	5	5
6	14.08.2024	5	5
7	02.09.2024	6	5
8	12.11.2024	6	6
9	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. Companyâs policy on Directorsâ 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 Company''s 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 âthe 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 Company''s
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:

S. No	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 Decor 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 Decor 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. Directorsâ 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. â 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 âSAP 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 âwith an
unmodified opinion'', on the Financial Statements of the
Company for Financial Year 2024-25.

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

Statutory Auditors observation:

Management statement:

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:

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 Company''s 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 arm''s 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
Company''s 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 [email protected]

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
Company''s 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
Companyâs 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 Company''s 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 ofcomplaintsdisposed off duringthe 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

Mar 31, 2024

Your directors take pleasure in presenting the 17^th Annual Report of Stanley Lifestyles Limited (âThe Company") together with the Audited Financial Statements for the financial year ended March 31,2024.

1. Financial Highlights

The financial statements of the Company for the year ended March 31,2024, have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 (âthe 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.

(Rs. in million)
	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	March 31,2024	March 31,2023	March 31,2024	March 31,2023
Revenue from operation	2,313	2,282	4,325	4,190
Other income	196	155	113	66
Total Revenue	2,509	2,437	4,438	4,256
Expenses
Raw Materials and components consumed	1,446	1,455	1,743	2,043
Purchase of stock-in- trade	0	11	360	108
Changes in inventories of finished goods and work-in-progress & Stock-in-trade	19	31	(110)	(108)
Employee benefits expense	257	212	572	495
Finance costs	61	57	191	147
Depreciation and amortization expenses	108	99	381	282
Other expenses	398	445	911	825
Total Expenses	2,289	2,310	4,048	3,792
Profit Before Tax	220	127	390	464
Tax Expenses:
Current Tax	54	47	120	144
MAT Credit Entitlement	-	-	-	-
Deferred Tax Charge	6	(5)	(21)	(26)
Current Tax expense of earlier years	3	(3)	0	(4)
Tax Expenses	63	39	99	114
Share of (Loss) from Associate	-	-	-	-
Share of profit/loss attributable to Minority Interest	^-	^-	^-	^-
Profit after Tax	157	88	291	350
Profit for the year	157	88	291	350

2. State of affairs of the Company

During the year under review, your Company continued to grow with revenue of H 2,509 million as against H 2,437 million in the previous year- a growth of 2.87%. Profit for the year 2023-2024 was H 157 million as against H 88 million in the previous year- a growth of 44%.

As per the consolidated financial statements, the revenue and profit for the year 2023-2024 were H 4,438 million and 291 million respectively as against H 4,256 million and H 350 million in the previous year - a growth of 4.10% in revenue and a decrease of 16.86% in profit.

The Company''s product line is diverse to meet the needs of its customers. The Company''s 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 organised sector with a pan India distribution network comprising of distributors/dealers and retailers.

3. Share Capital

During the year, pursuant to a resolution passed by our Board on June 16, 2023 and a resolution passed by the Shareholders on June 19, 2023, each equity share of face value of H10 each has been split into 5 Equity Shares of face value of H2 each. Accordingly, the issued, subscribed and paid-up capital of our Company was sub-divided from 7,371,024 equity shares of face value of H10 each to 36,855,120 equity shares of face value of H2 each.

The Authorized Share Capital of the Company: H

15.00. 00.000/- (Rupees Fifteen Crores) divided into

7.50.00. 000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two only)

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

The Issued, Subscribed and Paid-up Capital of the Company is H 10,31,94,336 /- (Rupees Ten Crores Thirty-One Lakhs Ninety-Four Thousand Three Hundred and Thirty-Six only) divided into 5,15,97,168 (Five Crores Fifteen Lakhs Ninety-Seven Thousand One Hundred and Sixty-Eight) Equity Shares of H 2/- (Rupees Two only) each as on 31st March, 2024.

The Company has become listed w.e.f. 28th June 2024, consequent to the Initial Public Offer (IPO). The Company is listed with the BSE Limited and National Stock Exchange Limited.

Accordingly, post listing, the Issued, Subscribed and Paid-up Capital of the Company is H 11,40,34,444/- (Rupees Eleven Crores Forty Lakhs Thirty-Four Thousand Four Hundred and Forty-Four only) divided into 5,70,17,222 (Five Crores Seventy Lakhs Seventeen Thousand Two Hundred and Twenty-Two) Equity Shares of H 2/- (Rupees Two only) each.

4. Listing of Shares

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) on 28th June 2024. The listing fees for the financial years 2024-25 are paid to both the Stock Exchanges.

5. 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 (âthe Listing Regulations, 2015'').

6. Dividend

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, setting out the parameters for the declaration and distribution of dividend. The Policy is available on the website of the Company at: www.stanleylifestyles.com

7. Transfer to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the DEMAT account of the IEPF Authority. During the year under review, there was no unpaid or unclaimed amount required to be transferred to IEPF account.

8. Credit Rating

During the year under review, Investment Information and Credit Rating Agency (ICRA), vide their report dated October 17, 2023, have assigned your Company, LongTerm: 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.

9. Amount transferred to Reserves.

The Board does not propose to transfer any amount to Reserve.

10. 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 (âthe 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 Company''s subsidiaries for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report and marked as ANNEXURE-B, in this report.

11. Employee Stock Option Plan (ESOP)

The Company in its Board Meeting and Extra-Ordinary General Meeting held on 31st August, 2023 amended the

EMPLOYEES STOCK OPTION PLAN 2022, details of which are mentioned below:

a) Increased the ESOP pool of Stanley Lifestyles Employee Stock Option Plan 2022'' (ESOP Plan 2022) by 8,77,503 options from existing 10,53,003 options to 19,30,506 options.

(a) Total number of stock options granted during FY 2022-2023: Bucket A - 36,662 and Bucket B - 4,803

(b) Total number of stock options Vested: NIL

(d) Total number of shares arising as a result of exercise of option: NIL

(e) Total number of stock Options Lapsed: As on 31st March 2024, it is NIL

(f) Exercise Price: Bucket A- H 850/- Per Option and Bucket B - H 10/- Per Option

(g) Variation of terms of options: Variation in prices for different Buckets as mentioned in the above point.

(h) Money realized by exercise of options: NA

(i) Total number of options in force as on 31st March 2024: 1,50,429 Options

(j) Employee wise details of options granted to:

i. Directors: Nil

ii. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year: Nil

iii. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil

b) Share Registrar & Transfer Agent: KFin Technologies Limited is the Registrar and Transfer Agent of the Company.

Further, following corporate actions have been undertaken in the Company during the Financial Year:

1. The Company has subdivided 75,00,000 (Seventy-Five Lakhs) Equity Shares in the Authorized Share Capital of the Company having a face value of H 10/- (Rupees Ten only) each into 3,75,00,000 (Three Crores and Seventy-Five Lakhs) Equity Shares having a face value of H 2/- (Rupees Two only) each with the approval

of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

2. The Company has increased the Authorized Share Capital from the existing H 7,50,00,000 (Rupees Seven Crores and Fifty Lakhs Only) divided into 3,75,00,000 (Three Crores and Seventy-Five Lakhs) Equity Shares having a face value of H 2/- (Rupees Two Only) each to H 15,00,00,000/- (Rupees Fifteen Crores) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two Only) each with the approval of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

3. The Company has issued and allotted 1,47,42,048 (One Crore Forty-Seven Lakhs Forty-Two Thousand and Forty-Eight only) fully paid-up bonus Equity Shares of H 2/- (Rupees Two Only) each of the Company in Shares in the proportion of 2 new Equity Shares of H 2/- (Rupees Two Only) each for every 5 existing fully paid-up Equity Shares of H 2/- (Rupees Two Only) each, by capitalizing an amount of H 2,94,84,096/-standing to the credit of the free reserve account at the Board Meeting held on June 16,2023 based on the approval of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

The Capital Structure of the Company after the above-mentioned Corporate Actions is as follows:

The Authorized Share Capital of the Company:

H 15,00,00,000/- (Rupees Fifteen Crores) divided into

7,50,00,000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two only).

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

The Issued, Subscribed and Paid up Capital of the Company is H 10,31,94,336/- (Rupees Ten Crores Thirty-One Lakhs Ninety-Four Thousand Three Hundred and Thirty-Six only) divided into 5,15,97,168 (Five Crores Fifteen Lakhs Ninety-Seven Thousand One Hundred and Sixty-Eight) Equity Shares of H 2/- (Rupees Two only) each.

12. Share Registrar & Transfer Agent

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

13. 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.

The web-link is: www.stanleylifestyles.com

14. Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

15. Change in Nature of Business If any

There was no change in the nature of business of the Company during the financial year 2023-24.

16. 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.

There have been no material changes or commitments affecting the financial position of the company between the end of the financial year, to which the financial statements relate, and the date of this Report, other than the company''s listing on BSE and NSE. The company believes that by postlisting, it will experience better growth.

17. Revision of financial statement or the Report

The Company has not revised its Financial Statement or Board''s Report during the financial year.

18. Directors and Key Managerial Personnel I. Composition of the Board of Directors

As on March 31, 2024, the Board of your Company comprised of 6 Directors with two Executive Director, four Non-Executive Directors which includes three Independent Directors. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

Details of the Directors are as follows:

Category	Name of Director
Executive Director	Mr. Sunil Suresh Mrs. Shubha Sunil
Non-Executive	Mr. Girish Shrikrishna
Independent Directors	Nadkarni Mr. Ramanujam Venkat Raghavan Mrs. Anusha Shetty
Non-Executive Nominee Directors	Mr. Vishal Verma

Change in Composition of the Board of Directors

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

i. CHANGES IN INDEPENDENT DIRECTORS

â¢ Mr. Ramanujam Venkat Raghavan (DIN: 06886628) was appointed as Independent Director by the shareholders on 22nd August 2023 for a period of 5 consecutive years commencing from 22nd August 2023 to 21st August 2028.

â¢ Mrs. Anusha Shetty (DIN: 01666992) was appointed as Independent Director by the shareholders on 22nd August 2023 for a period of 5 consecutive years commencing from 22nd August 2023 to 21st August 2028.

â¢ Mr. Sagarvasudev Venkatesh Kamath (DIN:

00671099), resigned as an Independent Director with effect from 22nd August 2023.

ii. CHANGES IN NON-INDEPENDENT DIRECTORS

â¢ Mr. Srinath Srinivasan (DIN:00107184), Nominee

Director, resigned with effect from 31st August 2023.

â¢ Mr. Sunil Suresh was re-appointed by the

Shareholders on 22.08.2023 as Managing Director of the Company for a period of Five (5) years with effect from 16th August 2023 to 15th August 2028.

â¢ Mrs.Shubha Sunil was appointed by the Shareholders on 22.08.2023 as a Whole-time Director of the Company for a period of Five (5) years with effect from 16th August 2023 to 15th August 2028.

iii. Directors retiring by rotation: Mrs. Shubha Sunil, Whole-time 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.

iv. Re-appointment of Independent Directors: NIL

v. Approval of the Members will be sought at the forthcoming Annual General Meeting to the following appointments: Mrs. Sonakshi Sunil (DIN: 09387990), as Non-Executive Director.

vi. Cessations: Mr. Srinath Srinivasan (DIN:00107184), Nominee Director, resigned with effect from 31st August 2023.

II. Key Managerial Persons

The Key Managerial Persons 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

III. Woman Director

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

The Company has two women directors on the Board, namely, Mrs. Shubha Sunil (DIN: 01363687) as Whole-Time Director and Mrs. Anusha Shetty (DIN: 01666992) as Independent 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.

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 Listing Regulations.

The Nomination and Remuneration Policy of the Company as approved and adopted by the Board is available on the website of the Company at: www.stanleylifestyles.com

19. Board Meeting During the Financial Year 2023		-24, our Board has met 11 (Eleven) times and the meetings were held on:
Sl. No.	Date of Board Meeting	Number of Directors entitled to attend the Meeting	Number of Directors attended the Meeting
1.	06.04.2023	6	5
2.	12.05.2023	6	6
3.	16.06.2023	6	6
4.	23.06.2023	6	6
5.	16.08.2023	6	6
6.	22.08.2023	6	5
7.	31.08.2023	6	6
8.	04.09.2023	6	6
9.	22.12.2023	6	6
10.	27.01.2024	6	6
11.	04.03.2024	6	5

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 in the Corporate Governance Report, which forms part of this 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 March 29, 2024, 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.

20. 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 and the Stakeholder''s 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.

21. Recommendations of the Audit Committee

There was no instance during the year where the Board has not accepted the recommendations of the Audit

Committee requiring disclosure pursuant to Section 177(8) of the Companies Act, 2013.

22. Companyâs policy on Directorsâ appointment and remuneration

The Policy of the Company on director''s 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 Company''s 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 available on the website of the Company at: www. stanleylifestyles.com

23. 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.

24. 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 âthe 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 31,2024. 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. The Code is made available on the Company''s website at www.stanleylifestyles.com.

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

maintaining transparency and fairness in dealings with all stakeholders and ensuring adherence to applicable laws and regulations. The same is available on the website of the Company at www.stanleylifestyles.com

26. 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 available on the website of the Company at: www.stanleylifestyles.com

27. 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, 2024 are as follows:

Sl. No.	Name of the Company	% of Shareholding
1.	Stanley Retail Limited	100.00
2.	Stanley OEM Sofas Limited	100.00
3.	ABS Seating Private Limited	67.00
4.	Sana Lifestyles Limited (Stanley Retail Limited -Holding Company)	100.00
5.	Shrasta Decor Private Limited (Stanley Retail Limited -Holding Company)	55.95
6.	Staras Seating Private Limited (Stanley Retail Limited -Holding Company)	100.00
7.	Scheek Home interiors Limited (Stanley Retail Limited -Holding Company)	100.00

28. Deposit

During the financial year, 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.

29. 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

A. Employees who were employed throughout the year and were in Rs.1,02,00,000/- for 12 Months:				receipt of remuneration in aggregate of not less than
Sl. No.	Name	Designation	Age (in Years)	Experience (in Years)	Date of commencement of employment	Remuneration Received (Rs. in Millions)
1.	Mr. Sunil Suresh	Managing Director	58	16	11-10-2007	19
2.	Mrs. Shubha Sunil	Whole - Time Director	49	16	11-10-2007	21

B. Employees who were employed for part of the year and were in receipt of remuneration in aggregate of not less than Rs.8,50,000/- per month. - NIL

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs.60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs.5,00,000/- (Rupees Five Lakh only) per month as the case may be.Pursuant to the provisions of section 197 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are annexed to this Report. This Report and financial statements are being sent to Members excluding the said information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company for a copy thereof.

Further, the disclosures on managerial remuneration as required under Rule 5(1) of the said rules were not applicable to the Company during the year under review and the said details would be furnished from financial year 2024-25 onwards.

30. 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.

31. Directorsâ 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 31,2024 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 had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. 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.

33. Statutory Auditors

The Members of the Company at the Annual General Meeting held on September 23, 2019 have appointed M/s. 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 who shall hold office until the conclusion of 17th Annual General Meeting. The Board recommends the appointment of the existing auditors for a second terms of 5 years, i.e. till the conclusion of 22nd AGM of the Company.

The auditors have submitted their Report on the accounts of the Company for the Financial Year ended March 31, 2024 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.

34. 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, the Company was not required to conduct secretarial audit.

For the year 2024-25, The Board of Directors has appointed M/s. HVS & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

35. Internal Auditor

Raghavan, Chaudhuri & Narayanan, Chartered Accountants are the internal auditors of the Company.

36. 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 âwith an unmodified opinion'', on the Financial Statements of the Company for Financial Year 2023-24.

There has been no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditor in their Report for the year under review.

37. 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).

38. 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 established the Corporate Social Responsibility Committee

(CSR Committee) in the year 2015 and the composition and function thereof are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and recommended 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, 2024 is as follows:

I) Mr. Ramanujam Venkat Raghavan (Independent Director) - Chairman

II) Ms. Anusha Shetty (Independent Director). Member

III) Mr. Vishal Verma (Nominee Director)- Member

IV) Mrs. Shubha Sunil (Executive Director)- Member

The CSR Policy of the Company as required under Section 135 of the Companies Act, 2013 was approved by the CSR Committee at its meeting held on 5th October, 2015. The Annual Report on CSR Activities of the Company is furnished as ANNEXURE-E.

39. Business Responsibility and Sustainability Report

As per Regulation 34(2)(f) of the Listing Regulations the Business Responsibility and Sustainability Report (BRSR), covering disclosures on the Company''s performance on Environment, Social and Governance, the report is not applicable to the Company for the period ended 31st March, 2024.

40. 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.

41. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhere 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 Chief Executive Officer and Chief Financial Officer is annexed with the Annual Report.

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

42. 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 arm''s 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 C 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

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.

43. 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 frauds committed in the Company by its officers or employees.

44. Risk Management

The Risk Management Committee was established by a Board resolution on August 31,2023, in accordance with SEBI Listing Regulations. Its terms of reference include:

1. To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial,

operational,sectoral,sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

7. any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015."

45. 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-A to this report.

46. 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 Company''s 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 whistleblower@ 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 Company''s website at: www.stanleylifestyles.com

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

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in the future.

48. 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.

49. 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) Num ber of com pl ai n ts pen d i n g at th e beg i n n i n g of the year: Nil

(b) Number of complaints received during the year: Nil

(d) Number of cases pending at the end of the year: Nil

50. 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.

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