Aica Kogyo Buys 40% Stake in Stylam Industries for ₹1,525 Cr

Introduction

Japanese building materials major Aica Kogyo has finalized an agreement to acquire a 40% stake in Stylam Industries Ltd., a leading Indian manufacturer of decorative laminates. The transaction, valued at approximately ₹1,525 crore, marks a significant foreign investment in India's surfacing solutions sector. The deal involves a direct purchase of shares from the promoter group and has triggered a mandatory open offer to public shareholders, signaling a major shift in the company's ownership and governance structure.

The Acquisition Unfolded

The deal confirms earlier reports from October 2025 about advanced discussions between the two companies. According to exchange filings, Aica Kogyo will acquire 67,79,224 equity shares from the promoters and promoter group of Stylam Industries at a price of ₹2,250 per share. This strategic acquisition will be executed through structured Share Purchase Agreements (SPAs), solidifying Aica Kogyo's position as a significant shareholder and strategic partner in the Indian firm.

Transaction Structure and Agreements

The acquisition is structured through two primary Share Purchase Agreements (SPAs). The first SPA involves the sale of 45,96,768 shares, representing a 27.12% stake, by promoters Pushpa Gupta, Dipti Gupta, and Manav Gupta. The second SPA covers the sale of up to 21,82,456 shares, or a 12.88% stake, from another promoter group including Jagdish Gupta, Saru Gupta, and Nidhi Gupta. The execution will occur in tranches to ensure a smooth transition and regulatory compliance.

Mandatory Open Offer Details

Following the stake purchase agreement, Aica Kogyo, in compliance with SEBI regulations, has announced a mandatory open offer to acquire an additional 26% stake from the public shareholders of Stylam Industries. The offer price is set at ₹2,250 per share, consistent with the price paid to the promoters. Managed by ICICI Securities, this open offer seeks to acquire up to 44,06,496 equity shares.

If fully subscribed, the open offer could increase Aica Kogyo's total shareholding in Stylam Industries to 66%.

Governance and Board Restructuring

The deal includes a comprehensive shareholders' agreement that will overhaul Stylam's board of directors. The board will be expanded to a maximum of 15 members. Aica Kogyo will gain significant control with the right to nominate up to eight directors. Additionally, the Japanese firm can recommend one independent director to the board. The existing promoter group will retain the right to nominate two directors, ensuring continuity. Jagdish Gupta will continue as Managing Director and Manit Gupta as Whole-Time Director.

Market Reaction and Stock Performance

The announcement had an immediate impact on Stylam Industries' stock. On the day of the announcement, the company's shares declined by approximately 5%, settling at ₹2,185. The open offer price of ₹2,250 represented a slight discount to the previous day's closing price of ₹2,300.50, which contributed to the negative market reaction. Despite the short-term dip, the stock has shown strong performance over the medium term, gaining over 38% in the last six months.

About the Companies

Aica Kogyo, headquartered in Nagoya, Japan, is a global leader in chemical products and building materials, including high-pressure laminates, adhesives, and coatings. The company has had a presence in India since 2011 through its subsidiary, AICA Laminates India Pvt. Ltd., which markets popular brands like 'Sunmica' and 'AICA'.

Stylam Industries, based in Haryana, is one of India's largest exporters of decorative laminates and surfacing products. With a strong international footprint in Europe, Asia, and West Asia, the company is a key player in the global laminates market.

Strategic Implications and Future Outlook

This acquisition is a strategic move for Aica Kogyo to deepen its footprint in the fast-growing Indian market. For Stylam Industries, the partnership provides access to Aica's global distribution network, advanced technology, and product innovation capabilities. The collaboration is expected to enhance Stylam's competitive edge and drive future growth. The completion of the transaction is subject to customary regulatory approvals and the successful execution of the open offer. The deal underscores the increasing interest of global players in the Indian manufacturing and building materials sector.