₹1,500 Cr Acquisition: Japan’s Aica Kogyo firm to take over controlling stake in this smallcap stock

Synopsis: Stylam Industries’ promoters signed share sale agreements with Aica Kogyo, triggering a change in control. The deal involves the sale of 67.79 lakh shares for Rs. 1,525 crore, followed by an open offer and revised board control rights.

This company manufactures high-quality decorative laminates and specialty surfaces and exports mainly to Europe and Southeast Asia is now in the focus after Japan’s Aica Kogyo acquired a majority stake in it.

With a market capitalisation of Rs. 3,743 cr, the shares of Stylam Industries Ltd are currently trading at Rs. 2,209 per share, dropping 8% in today’s market session, making a low of Rs. 2,118.55, down from its previous close of Rs. 2,300.05 per share.

News

On December 26, 2025, Stylam Industries Limited informed that certain promoters and promoter-group members have entered into share purchase agreements with Aica Kogyo Company Limited, Japan (Acquirer), resulting in a proposed change in control of the Company. 

Under SPA 1, Ms. Pushpa Gupta, Ms. Dipti Gupta, and Mr. Manav Gupta have agreed to sell 45,96,768 equity shares (27.12%) of Stylam Industries to the Acquirer in two tranches at Rs. 2,250 per share, subject to fulfillment of conditions precedent, including the open offer amount. Upon completion of the first tranche, the Acquirer will acquire control of the Company, and after full completion, Seller Group 1 will cease to hold any shares and will be declassified as promoters.

Under SPA 2 dated December 26, 2025, Seller Group 2 (Mr. Jagdish Gupta, Ms. Nidhi Gupta, and Ms. Saru Gupta) agreed to sell up to 21,82,456 equity shares (12.88%) to the Acquirer at Rs. 2,250 per share. The sale will occur in two stages, which is the initial transfer of 100 shares, followed by the transfer of the balance after completion of SPA 1 and the open offer, enabling the Acquirer to increase its shareholding to at least 40%. 

Pursuant to the execution of SPA 1 and SPA 2, the Acquirer is required to make an open offer under the SEBI Regulations, 2011. The open offer price will be Rs. 2,250 per share, consistent with the negotiated transaction price. The total value of the shares proposed to be sold under SPA 1 and SPA 2, aggregating to 67,79,224 equity shares at Rs. 2,250 per share, is approximately Rs. 1,525.33 crore.

Under the SHA, day-to-day management will continue with the Managing Director, Jagdish Gupta, under Board supervision. The Board may have up to 15 directors, with the Acquirer entitled to nominate up to 8 directors (including one independent director) and recommend the chairperson, while the existing promoter group may nominate 2 directors. The Acquirer also has strategic rights, including call options to acquire additional shares upon events such as promoter default, deadlock, or after five years, subject to applicable law.

About the company 

Stylam Industries Ltd is an Indian manufacturer of decorative laminates and surface solutions. It operates one of Asia’s largest single-location laminate production facilities in Panchkula, Haryana, and offers a wide product range, including high-pressure laminates, exterior cladding, acrylic solid surfaces, and specialty surfaces for residential, commercial, and industrial interiors.

For Q2FY26, the company reported 11% YoY growth in sales to Rs. 292 crore from Rs. 263 crore in Q2FY25. EBITDA increased by about 4% YoY to Rs. 56.6 crore compared to Rs. 54.4 crore last year. Net profit grew nearly 9% YoY, reaching Rs. 37.3 crore versus Rs. 34.1 crore, while EPS also rose by around 9% YoY to Rs. 22.03 from Rs. 20.12. 

The company shows strong profitability with a ROCE of 27.4% and ROE of 20.4%. The stock trades at a P/E of 30.0, which is lower than the industry average P/E of 42.3, suggesting a reasonable valuation. The company is debt-free, strengthening its balance sheet, and has delivered a solid profit CAGR of 33.9% over the last 5 years, reflecting consistent and strong earnings growth.

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