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.

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 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.

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 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:

*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:

*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 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:

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. Company’s 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 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 “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 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:

*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. 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:

**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 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
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
Company’s 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