Directors Report of Mittal Life Style Ltd.

Mar 31, 2025

Your Directors are pleased to present their 20^th Annual Report and Audited Accounts of the Company for the financial year ended March 31,2025.

FINANCIAL RESULTS:

(Rs. in Lakh)
Particulars	FY 2024-25	FY 2023-24
Income from operations	7,202.12	6,737.84
Other Income	101.99	150.81
Total Revenue	7,304.11	6,888.66
Depreciation & amortization	99.04	20.58
Expenses other than Depreciation	6927.71	6,651.62
Total Expenses	7,026.75	6,672.20
Net Profit/(Loss) Before Tax	277.36	216.46
Current Tax	(44.00)	(41.00)
Deferred Tax (Incl. Short/ Excess Provision for Tax)	(3.17)	(3.88)
Prior period Tax adjustment	-	-
Profit/(Loss) After Tax	230.19	171.58

REVIEW OF OPERATIONS AND PERFORMANCE:

The total income during the year under review increased by 6 % from Rs. 6,888.66 Lakhs in the previous year to Rs. 7,304.11 Lakhs. The Profit before Tax (PBT) was Rs. 277.36 Lakhs as against Rs. 216.46 Lakhs in the previous year. The Profit after Tax (PAT) was Rs. 230.19 Lakhs against Rs. 171.58 Lakhs in the previous year.

TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the year ended on March 31,2025.

DIVIDEND:

Your Directors didn''t recommend any dividend on Equity Shares for the Financial Year 2024-25.

DECLARATION FROM INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ), including any statutory modification(s) or re-enactment(s) thereof for the time being in force. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated,

that could impair or impact their ability to discharge their duties.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company did not have any subsidiary or joint venture or associate Company during the financial year.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements, transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. There were no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, details are however given in Annexure-B in Form AOC-2 and the same forms part of this report.

SECERTARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Independent Director, Mr. Praful Shah (DIN: 07927339), Independent Director and Mr. Vishnu Sharma (DIN: 08735262), Independent Director.

Mr. Ankitsingh Rajpoot is the Company Secretary and Compliance Officer of the Company.

Apart from these, no Directors or key managerial personnel were appointed or have resigned during the financial year.

Mr. Pratik Mittal (DIN: 05188126), Chief Financial Officer and Executive Director, who is liable to retire by rotation in the ensuing AGM, offers himself to be re-appointed. The Board recommends his re-appointment in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith annexed as Annexure-D.

Further the Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs.

1.02.00. 000/- per annum during the financial year.

MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY:

There were no material changes or events or commitments affecting the financial position of the Company, which have occurred after March 31,2025 till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year.

SHARE CAPITAL:

The Company''s Authorized Share Capital consists of

55.00. 00.000 Equity Shares of Re. 1/- each amounting to Rs. 55,00,00,000/- as on March 31,2025.

The Company has issued, subscribed and paid up Share Capital consisting of 44,39,00,775 Equity Shares of Re. 1/- each amounting to Rs. 44,39,00,775/- as on March 31, 2025.

CHANGES OCCURRED DURING THE YEAR:1. INCREASE IN AUTHORISED SHARE CAPITAL:

During the year, the company has increased its Authorized Capital from existing Rs. 30,00,00,000/-(Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity shares of Re. 1/- (Rupee One Only) each to Rs. 55,00,00,000/- (Rupees Fifty Five Crore Only) divided into 55,00,00,000 (Fifty Five Crore) Equity shares of Re. 1/- (Rupee One Only) each by creating additional 25,00,00,000 (Twenty Five Crore) new Equity shares of Re. 1/- (Rupee One Only) each vide Ordinary Resolution passed at the Annual

General Meeting of the members of the Company held on Saturday, June 15, 2024 pursuant to Section 61 read with the Section 64 of the Act.

2. RIGHTS ISSUE:

The Company has issued 14,79,66,925 Equity Shares of Re. 1/- each at a price of Rs. 2/- per Equity Share (including a share premium of Re. 1/- per Equity Share) aggregating to Rs. 29,59,33,580/-by way of Rights Issue during the year.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 201 4 the Annual Return in Form MGT-7 as on March 31,2025 is available on the website of the Company and can be accessed at: www.mittallifestyle. in.

AUDITORS:STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof, for the time being in force M/s. Akhilesh Pandey & Co., Chartered Accountants (Firm Registration No. 126433W) were appointed as the Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of 18^th Annual General Meeting of the Company held on 30^th September, 2023 till the conclusion of the 23^rd Annual General Meeting of the Company to be held in the year 2028.

Your Company has received the necessary certificate form M/s. Akhilesh Pandey & Co., Chartered Accountants confirming that they satisfy the criteria provided under section 141 of the Act and are not disqualified from continuing as the Statutory Auditors of the Company.

AUDITORSâ REPORT:

The Auditors'' Report for financial year 2024-25 does not contain any qualification, reservation, or adverse remark. The statutory auditors of the Company have not reported any fraud to the Audit Committee of the Company as specified under section 143(12) of the Act, during the financial year.

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to financial statements.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-

assessment, continuous control monitoring by functional experts.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed M/s. Arun Dash & Associates, practicing Company secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report relating thereto is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any CSR initiatives as the said provisions are not applicable to the Company during the financial year.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, key managerial personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure-C to this report and also placed on the Company''s website: www.mittallifestyle.in. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy which provides for a robust risk management framework to identify and assess risks such as safety, health and environment, operational, strategic, financial, security, property, regulatory, reputational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has established a âVigil Mechanismâ for its employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company''s âCode of Conduct''. To this effect, the Board has adopted a âWhistle Blower Policy'', which is overseen by the Audit Committee. The policy inter alia safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has an Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act.

Your Directors state that no complaints regarding the sexual harassment were raised during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 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 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 had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided directly or indirectly any loan to any other person or body corporate or has given any guarantees or provided any security in connection with loan to any other body corporate or person. The investment details are provided in the financials and is within the prescribed limit under Section 186 of the Act.

BOARD EVALUATION:

Performance Evaluation of the Board as a whole, as well as that of its Committees, Independent Directors and NonIndependent Directors has been carried out in accordance with the relevant provisions of the Act read with relevant

rules made thereunder and the Listing Regulations and in compliance with the guidance note issued by Securities and Exchange Board of India vide Circular No. SEBI/HO/ CFD/CMD/CIR/P/2017/004 dated January 05, 2017.

With the objective of enhancing the effectiveness of the Board, the Nomination and Remuneration Committee has formulated the methodology and criteria to evaluate the performance of the Board and its Committees and each Director.

The evaluation of the performance of the Board is based on the approved criteria such as the Board composition, strategic planning, role of the Chairperson, independence from the entity, independent views and judgement, knowledge and participation, Non-Executive Directors and other senior management, assessment of the timeliness and quality of the flow of information by the Company to the Board and adherence to compliance and other regulatory issues.

The manner in which formal annual evaluation of the Board, its Committees and individual Directors are conducted includes:

â¢ The Independent Directors, at their separate meeting review the performance of Non-Independent Directors, the Board as a whole and Chairperson.

â¢ In light of the criteria prescribed for the evaluation, the Board analyses its own performance, that of its Committees and each Director during the financial year and suggests changes or improvements, if required.

â¢ The performance evaluation of Independent Directors of the Company is carried out by the Board of the Company excluding the Director being evaluated.

BOARD AND COMMITTEES OF THE BOARD:BOARD MEETINGS:

During the period under review, seven board meetings were convened and held. For further details, please refer to the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its NonExecutive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable on the Company for the financial year.

APPRECIATION & ACKNOWLEDGMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchanges, depositories, banks, customers, vendors and members during the financial year.

Mar 31, 2024

The Directors are pleased to present their 19^th Annual Report and Audited Accounts of the Company for the financial year ended March 31,2024.

FINANCIAL RESULTS:

(Rs. in Lakh)
Particulars	FY 2023-24	FY 2022-23
Income from operations	6,737.84	6,357.00
Other Income	150.81	25.97
Total Revenue	6,888.66	6,382.97
Depreciation & amortization	20.58	8.89
Expenses other than Depreciation	6,651.62	6,305.52
Total Expenses	6,672.20	6,314.41
Net Profit/(Loss) Before Tax	216.46	68.56
Current Tax	(41.00)	(17.25)
Deferred Tax (Incl. Short/Excess Provision for Tax)	(3.88)	(1.27)
Prior period Tax adjustment
Profit/(Loss) After Tax	171.58	52.57

REVIEW OF OPERATIONS AND PERFORMANCE:

The total income during the year under review increased by 7.92% from Rs. 6,382.97 Lakhs in the previous year to Rs. 6,888.66 Lakhs. The Profit before Tax (PBT) was 216.46 Lakhs as against Rs. 68.56 Lakhs in the previous year. The Profit after Tax (PAT) was Rs. 171.58 Lakhs against Rs. 52.57 Lakhs in the previous year.

TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the year ended on March 31, 2024.

DIVIDEND:

Your Directors didn''t recommend any dividend on Equity Shares for the Financial Year 2023-24. DECLARATION FROM INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations" ),including any statutory modification(s) or re-enactment(s) thereof for the time being in force. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company did not have any subsidiary or joint venture or associate Company during the financial year.

CORPORATE GOVERNANCE:

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

SECERTARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Mr. Brijeshkumar J. Mittal (DIN: 02161984), Chairman and Managing Director, Mrs. Sudha Mittal (DIN: 01353814), Non- Executive Director, Mr. Pratik Mittal (DIN: 05188126), Chief Financial Officer and Executive Director, Mr. Prasun Modi (DIN: 07336581), Independent Director, Mr. Praful Shah (DIN: 07927339), Independent Director and Mr. Vishnu Sharma (DIN: 08735262), Independent Director.

Mr. Ankit Singh Rajpoot is the Company Secretary and Compliance Officer of the Company.

Mr. Brijeshkumar J. Mittal (DIN: 02161984), who was liable to retire by rotation in the previous AGM was reappointed during the financial year.

Apart from these, no Directors or key managerial personnel were appointed or have resigned during the financial year.

Mrs. Sudha Mittal (DIN: 01353814), Non Executive Director, who is liable to retire by rotation in the ensuing AGM, offers herself to be re -appointed. The Board recommends her re-appointment in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

Further the Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum during the financial year.

MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY:

There were no material changes or events or commitments affecting the financial position of the Company that occurred after March 31, 2024, till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in the future. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year.

SHARE CAPITAL:

The Company''s Authorized Share Capital consists of 30,00,00,000 Equity Shares of Re. 1/- each amounting to Rs. 30,00,00,000/- as on March 31, 2024.

The Company has issued, subscribed and paid up Share Capital consisting of 29,59,33,850 Equity Shares of Re. 1/- each amounting to Rs. 29,59,33,850/- as on March 31, 2024.

CHANGES OCCURRED DURING THE YEAR:SUB-DIVISION OF EQUITY SHARES:

During the year, the Company has sub-divided its Equity Share having face value of Rs. 10/- (Rupees Ten Only) each, into 10 (Ten) fully paid up Equity Shares, having face value of Re. 1/- (Rupee One Only) each vide Ordinary Resolution passed at the Annual General Meeting of the members of the Company held on Friday, 30^th September, 2023 pursuant to Section 61(1)(d) of the Act read with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return in Form MGT-7 as on March 31,2024 is available on the website of the Company and can be accessed at: www.mittallifestyle.in.

AUDITORS:STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof, for the time being in force M/s. Akhilesh Pandey & Co., Chartered Accountants (Firm Registration No. 126433W) were appointed as the Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of 18^thAnnual General Meeting of the Company held on 30^th September, 2023 till the conclusion of the 23^rdAnnual General Meeting of the Company to be held in the year 2028.

AUDITORS'' REPORT:

The Auditors'' Report for financial year 2023-2024 does not contain any qualification, reservation, or adverse remark. The statutory auditors of the Company have not reported any fraud to the Audit Committee of the Company as specified under section 143(12) of the Act, during the financial year.

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed M/s. Arun Dash & Associates, practicing Company secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report relating thereto is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any CSR initiatives as the said provisions are not applicable to the Company during the financial year.

NOMINATION AND REMUNERATION POLICY:

RISK MANAGEMENT POLICY:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company''s ''Code of Conduct''. To this effect, the Board has adopted a ''Whistle Blower Policy'', which is overseen by the Audit Committee. The policy inter alia safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has an Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act.

Your Directors state that no complaints regarding the sexual harassment were raised during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

BOARD EVALUATION:

Performance Evaluation of the Board as a whole, as well as that of its Committees, Independent Directors and Non- Independent Directors has been carried out in accordance with the relevant provisions of the Act read with relevant rules made thereunder and the Listing Regulations and in compliance with the guidance note issued by the Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017.

The evaluation of the performance of the Board is based on the approved criteria such as the Board composition, strategic planning, role of the Chairperson, independence from the entity, independent views and judgement, knowledge and participation, Non Executive Directors and other senior management, assessment of the timeliness and quality of the flow of information by the Company to the Board and adherence to compliance and other regulatory issues.

The manner in which formal annual evaluation of the Board, its Committees and individual Directors are conducted includes:

â¢ The Independent Directors, at their separate meeting review the performance of Non-Independent Directors, the Board as a whole and Chairperson.

â¢ The performance evaluation of Independent Directors of the Company is carried out by the Board of the Company excluding the Director being evaluated.

BOARD AND COMMITTEES OF THE BOARD:

BOARD MEETINGS:

During the period under review, five board meetings were convened and held. For further details, please refer to the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable on the Company for the financial year.

APPRECIATION & ACKNOWLEDGMENT:

Mar 31, 2023

Your Directors are pleased to present their 18^th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2023.

FINANCIAL RESULTS:

Particulars	FY 2022-23	FY 2021-22
Income from operations	6,357.00	5,181.69
Other Income	25.97	0.53
Total Revenue	6,382.97	5,182.22
Depreciation & amortization	8.89	5.99
Expenses other than Depreciation	6,305.52	5,151.49
Total Expenses	6,314.41	5,157.48
Net Profit/(Loss) Before Tax	68.56	24.75
Current Tax	(17.25)	(6.23)
Deferred Tax (Incl. Short/Excess Provision for Tax)	(1.27)	(0.59)
Prior period Tax adjustment	_-	_-
Profit/(Loss) After Tax	52.57	17.93

REVIEW OF OPERATIONS AND PERFORMANCE:

The total income during the year under review increased by 23.17 % from Rs. 5182.22 Lakhs in the previous year to Rs. 6382.97 Lakhs. The Profit before Tax (PBT) was Rs. 68.56 Lakhs as against Rs. 24.75 Lakhs in the previous year. The Profit after Tax (PAT) was Rs. 52.57 Lakhs against Rs.17.93 Lakhs in the previous year.

TRANSFER TO RESERVES:

Your Directors have approved a transfer of Rs. 30.91 Lakhs to the general reserves for the year ended on March 31, 2023, as against an amount of Rs. 17.93 Lakhs transferred in the previous year.

DIVIDEND:

Your Directors didn''t recommend any dividend on Equity Shares for the Financial Year 2022-23. DECLARATION FROM INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), including any statutory modification(s) or re-enactment(s) thereof for the time being in force. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company did not have any subsidiary or joint venture or associate company during the financial year. CORPORATE GOVERNANCE:

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, details are however given in Annexure-B in Form AOC-2 and the same forms part of this report.

SECERTARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Board consists of Mr. Brijeshkumar J. Mittal (DIN: 02161984), Chairman and Managing Director, Mrs. Sudha Mittal (DIN: 01353814), Non-Executive Director, Mr. Pratik Mittal (DIN: 05188126), Chief Financial Officer and Executive Director, Mr. Prasun Modi (DIN: 07336581), Independent Director, Mr. Praful Shah (DIN: 07927339), Independent Director and Mr. Vishnu Sharma (DIN: 08735262), Independent Director.

Mr. Brijeshkumar J. Mittal was re-appointed as the Managing Director of the Company for a term of 5 years from October 02, 2022 till October 01, 2027 in the AGM held on August 27, 2022. Mr. Prasun Modi & Mr. Praful Shah were re-appointed as the Independent Directors for another term of 5 years from September 03, 2022 till September 02, 2027 in the previous AGM. Mrs. Jalpa Mehta, the Company Secretary and Compliance Officer of the Company ceased to be associated with the Company for better prospects with effect from August 06, 2022. Mr. Ankitsingh Rajpoot was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 09, 2022. Mr. Pratik Mittal (DIN: 05188126), who was liable to retire by rotation in the previous AGM was reappointed during the financial year.

Apart from these, no Directors or key managerial personnel were appointed or have resigned during the financial year.

Mr. Brijeshkumar J. Mittal (DIN: 02161984), Managing Director who is liable to retire by rotation in the ensuing AGM, offers himself to be re-appointed. The Board recommends his re-appointment in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith annexed as Annexure-D.

Further the Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/-per annum during the financial year.

MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY:

There are no material changes or events or commitments affecting the financial position of the Company, which have occurred after March 31, 2023 till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

CHANGES IN SHARE CAPITAL:

The Company''s Authorized Share Capital consists of 3,00,00,000 Equity Shares of Rs. 10/- each amounting to Rs. 30,00,00,000/- as on March 31, 2023.

The Company has issued/subscribed/paid up Share Capital consisting of 2,95,93,385 Equity Shares of Rs. 10/- each amounting to Rs. 29,59,33,850/-.

CHANGES OCCURRED DURING THE YEAR:

1. INCREASE IN THE AUTHORIZED CAPITAL:

During the year, the company has increased its Authorized Capital from existing Rs. 15,00,00,000/-(Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten Only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each vide Ordinary Resolution passed at the Extraordinary General Meeting of the members of the Company held on Friday, 30^th December, 2022 pursuant to Section 61 read with the Section 64 of the Act.

2. RIGHTS ISSUE:

The Company has issued 1,46,58,937 Equity Shares of Rs. 10/- each by way of Rights Issue during the year.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return in Form MGT-7 as on March 31, 2023 is available on the website of the Company and can be accessed at: www.mittallifestyle.in.

AUDITORS:

STATUTORY AUDITORS:

As the two terms have been completed by the retiring Statutory Auditors M/s. Jain Jagawat Kamdar & Co., Chartered Accountants (Firm Registration No. 122530W), based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on August 30, 2023, proposed the appointment of M/s. Akhilesh Pandey & Co., Chartered Accountants (Firm Registration No. 126433W) as the Statutory Auditors of the Company for a first term of 5 (five) consecutive years i.e., from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting of the Company to be held in year 2028, subject to approval of the members of the Company.

The Company has received consent letter and eligibility certificate from M/s. Akhilesh Pandey & Co., Chartered Accountants (Firm Registration No. 126433W), to act as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

AUDITORS'' REPORT:

The Auditors'' Report for financial year 2022-2023 does not contain any qualification, reservation, or adverse remark. The statutory auditors of the Company have not reported any fraud to the Audit Committee of the Company as specified under section 143(12) of the Act, during the financial year.

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed M/s. Arun Dash & Associates, practicing company secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report relating thereto is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any CSR initiatives as the said provisions are not applicable to the Company during the financial year.

RISK MANAGEMENT POLICY:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Directors state that no complaints regarding the sexual harassment were raised during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 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 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; and

Annual Report 2022-23/18

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.

f) the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

BOARD EVALUATION:

Performance Evaluation of the Board as a whole, as well as that of its Committees, Independent Directors and Non- Independent Directors has been carried out in accordance with the relevant provisions of the Act read with relevant rules made thereunder and the Listing Regulations and in compliance with the guidance note issued by SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017.

The manner in which formal annual evaluation of the Board, its Committees and individual Directors are conducted includes:

â¢ The Independent Directors, at their separate meeting review the performance of Non-Independent Directors, the Board as a whole and Chairperson.

â¢ The performance evaluation of Independent Directors of the Company is carried out by the Board of the Company excluding the Director being evaluated.

BOARD AND COMMITTEES OF THE BOARD:

BOARD MEETINGS:

During the period under review, nine board meetings were convened and held. For further details, please refer to the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable on the Company for the financial year.

APPRECIATION & ACKNOWLEDGMENT:

For and on behalf of the Board of Directors

Sd/- Sd/-

Brijeshkumar J. Mittal Pratik Mittal

Chairman & Managing Director Director & CFO

Place: Mumbai Date: 30/08/2023

Mar 31, 2018

To,

The Members,

Mittal Life Style Limited,

The Board of directors of your Company is pleased in presenting the Thirteenth (13th) Annual Report of your Company together with the Audited Financial Statements (Standalone) for the period ended 31st March, 2018.

FINANCIAL RESULTS:

Particulars	Current Year Ended on 31/03/2018	Previous Year Ended on 31/03/2017
Income from operations	80,13,21,803.00	78,56,77,560.00
Other Income	2,34,11,323.00	2,26,78,758.00
Depreciation & amortization	22,82,187.00	10,80,553.00
Expenses other than Depreciation	80,01,32,819.00	80,24,91,557.00
Net Profit/(Loss) Before Tax	2,23,18,120.00	47,84,208.00
Current Tax	77,00,000.00	0.00
Deffered Tax	(3,43,565.00)	0.00
Prior period Tax adjustment	16,53,040.00	0.00
Profit/(Loss) After Tax	1,33,08,645.00	47,84,208.00
Proposed Dividend	0.00	0.00
Provision for dividend distribution Tax	0.00	0.00
Balance Carried to Balance Sheet	1,33,08,645.00	47,84,208.00

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has generated revenue total revenue of Rs. 80,13,21,803 as against Rs. 78,56,77,560 during the previous financial year. The net profit after tax for the year under review has been Rs. 1,33,08,645 as against Rs. 47,84,208 during the previous financial year which shows tremendous growth in the Net Profit of the company. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (eMERGE):

During the year, pursuant to the approval of Members of the company at their Extra-Ordinary General Meeting held on 25th November, 2017, the Company approached the capital market on March 19, 2018 with an Initial Public Offer 21,00,000 (Twenty One Lakh) equity shares of company of face value of Rs 10 each fully paid for cash at a price of Rs. 21/- Per Equity Share (âThe Issue Priceâ) (Including a Share Premium of Rs. 11 Per Equity Share aggregating Rs. 441.00 Lakhs (The âIssueâ) , of which 1,20,000 equity Shares of Rs.10/- each fully paid up reserved for subscription by market maker to the issue (âmarket maker reservation portionâ). The Issue less the Market Maker Reservation Portion i.e. issue of 19,80,000 Equity Shares Of Rs 10 Each Fully Paid up is the (âNet Issueâ). The Issue and The Net Issue will Constitute 29.79 % and 28.09% respectively of the post Issue paid up Equity Share Capital of the Company. The Issue has received 113 applications for 2154000 Equity Shares resulting in 1.02 times subscription (including reserved portion of Market Maker). The Basis of Allotment was finalized in consultation with the Designated Stock Exchange National Stock Exchange of India Limited on March 28, 2018.

In response to the companyâs application, the National Stock Exchange of India Limited (NSE) has given its final approval for listing and trading of 7050000 (Seventy Lacs Fifty Thousand) of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of NSE effective April 02, 2018.

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs. 3,93,64,501 in the present financial year as against the reserve and surplus of Rs. 49,42,396 during the previous financial year.

DIVIDEND:

In order to conserve the resources, your directors do not recommend any dividend for the F. Y. 2017-18.

BOARD OF DIRECTORS:

The existing and present structure of Board of Directors is as follows:

Sr. No.	CATEGORY	NAME OF DIRECTORS
Promot	ter and Executive Director
1.	Chairman & Managing Director	Mr. Brijesh Jagdishkumar Mittal
2.	Director & CFO	Mr. Pratik Brijeshkumar Mittal
Promoter and Non Executive
3.	Woman Director	Mrs. Sudha Brijeshkumar Mittal
Non Executive DirecOor
4.	Independent Non Executive Director	Mr. Prasun Muljibhai Modi
5.	Independent Non Executive Director	Mr. Praful Jadavji Shah
Company Secretary & Compliance Officer
6.	Company Secretary & Compliance Officer	Ms. Jalpa Shivshankar Purohit

During the Year under review, Following Independent Directors and Key Managerial Personnel(s) were appointed on the board of the Company:

I. APPOINTMENT/RE-APPOINTMENT & CHANGE IN DESIGNATION:

Mr. Brijesh Jagdishkumar Mittalâs designation has been changed from Director to Managing Director w.e.f. 3rd October, 2017.

II. APPOINTMENT OF INDEPENDENT DIRECTORS:

Mr. Praful Jadavji Shah was appointed as Independent Director for the period of five years from 4th September, 2017 u/s 149 (1) of Companies Act, 2013.

Mr. Prasun Muljibhai Modi was appointed as Independent Director for the period of five years from 4th September, 2017 u/s 149 (1) of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are appointed as independent directors in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

1. MR. PRAFUL JADAVJI SHAH

2. MR. PRASUN MULJIBHAI MODI

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

III. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Sudha Brijeshkumar Mittal (DIN: 01353814), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment and brief profile of her is given in this report as notes to the notice.

IV. APPOINTMENT OF COMPLIANCE OFFICER & CFO:

Mrs. Jalpa Shivshankar Purohit, Company Secretary holding requisite Qualification from the Institute of Company Secretaries of India, having Membership No. A50429 has been appointed Company Secretary (KMP) & Compliance Officer of the Company w.e.f. 1st August, 2017.

Mr. Pratik Brijeshkumar Mittal has been appointed as Chief financial officer (CFO) of the company w.e.f. 10th October, 2017.

SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has no subsidiary, Joint Venture and associates Company.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

PUBLIC DEPOSIT:

During the year under review your Company has neither accepted the deposit from public nor renewed the same and has neither defaulted in the repayment of deposits or payment of interest during the financial year as envisaged under Section 73(2) read with Chapter V of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy are Annexed as Annexure-A. Technology absorption information is not applicable to the company. Moreover, during the year, the Company has no Foreign Exchange earnings and foreign exchange outgo is Rs. 2,71,800/- on account of Travelling Expenses during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on armâs length basis. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-B in the FORM AOC-2.

During the year the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure âCâ to this report and also placed on the Companyâs website: https://mittallifestyle.in/.

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/or Rs. 1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure D and Annexure E to the Boardâs Report:

i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them- Annexure D

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure E.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors	Relationship with other Director
Shri. Brijeshkumar J. Mittal	Managing Director and self
Shri Pratik Brijeshkumar Mittal	Director and Son of Mr. Brijeshkumar Mittal
Shri. Praful Jadavji Shah	None
Shri. Prasun Muljibhai Modi	None
Smt. Sudha Brijeshkumar Mittal	Director and Wife of Mr. Brijeshkumar Mittal

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

CHANGES IN SHARES CAPITAL:

I: SUB-DIVISION OF SHARES:

The Company has subdivided its equity shares having nominal face value of 1 (One) Equity Share Rs. 100/- (Rupees Hundred each) fully paid-up, into 10 (Ten) Equity shares of Rs. 10/each fully paid-up with effect from 14th August, 2017.

II: INCREASE IN AUTHORISED SHARE CAPITAL:

With view to expand its business activities, the company has increased the authorised share capital from Rs. 5,00,00,000/- (Rupees Five Cores Only) divided into 50,00,000 equity shares of Rs. 10/- (Rupees Ten) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1.00.00.000 (Hundred Lakhs) equity shares of Rs. 10/- each by creation of 50,00,000 equity shares of Rs.10/- each, rank pari-passu with the existing shares in the company.

III: INITIAL PUBLIC OFFERING OF EQUITY SHARES:

During the year, pursuant to the approval of Members of the company at their Extra-Ordinary General Meeting held on 25th November, 2017 the Company approached the Capital Market with an Initial Public Offer 21,00,000 (Twenty One Lakh) equity shares of company of face value of Rs. 10 each fully paid for cash at a price of Rs.21/- Per Equity Share (âThe Issue Priceâ) (Including a Share Premium of Rs 11 Per Equity Share aggregating Rs.441.00 Lakhs (The âIssueâ) By our company.

Hence, in this way the authorized share capital of the company was raised from Rs. 5,00,00,000 consisting of 5,00,000 Equity shares of Rs. 100 each to Rs. 1,00,00,000 consisting of RS. 10.00.00.000 equity shares of Rs. 10 each and paid up share capital has also been increased from Rs. 4,95,00,000 consisting of 4,95,000 Equity shares of Rs. 100 each to Rs. 7,05,00,000 consisting of 70,50,000 equity shares of Rs. 10 each.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as Annexure F in MGT-9 and forming part of the report.

AUDITORS: I. STATUTORY AUDITORS & AUDITORSâ REPORT:

In accordance with 139 of the Companies Act, 2013 from M/s Jain Jagawat Kamdar & Co., Chartered Accountants, (FRN: 122530W) were appointed by the shareholders of the company at the Extra Ordinary General meeting held on 18th August, 2018 as Statutory Auditors for a period upto the ensuing Annual General Meeting . The board recommends the members for his appointment from the Date of ensuing Annual General Meeting to the 18th Annual General Meeting to be held in the year 2022.

Auditorsâ Report:

The Auditorsâ Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended March 31, 2018. The notes of accounts referred to in the auditorsâ report are self explanatory and therefore do not require any further comments.

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has its proper system of Internal Control and it regularly monitor the safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records including timely preparation of financial information.

K. S. Balasubramanian & Co (FRN: 129537W) together with Statutory Auditor of the Company M/s Jain Jagawat Kamdar & Co. consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects..

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

As the company was not listed as on 31st March, 2018 , it is outside the purview of Section 204 of the Companies Act, 2013 and hence Secretarial Audit is not applicable to it during the financial year 2017-18. However, as the company got listed in April, 2018, it will fall within the purview of Section 204 of the Companies Act, 2018 for the F.Y. 2018-19 and hence, the board shall appoint the Secretarial Auditor as soon as possible.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135, Corporate Social Responsibility activity (CSR Activity) is not applicable to the company.

ENVIRONMENT. HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct or Ethics Policy.

During the year, none of the matter having any unethical practices or behavior was reported to the Company.

ii. Business Conduct Policy:

The Company has framed âBusiness Conduct Policyâ. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditorsâ Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review, continued to be cordial.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE997Y01019. Presently all the shares of the company i.e 100% shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors further state that no complaints regarding the sexual harassment were raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Directorâs Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not provided directly or indirectly any loan to any other person or body corporate or has given any guarantees or provide security in connection with loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more and hence it is outside the purview of Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration Committee. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committeesâ viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

FRAUD:

No cases of fraud have been reported by the company during the period under review.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifies, assess, monitor and mitigate various risks on continuation basis, which may threaten the existence of the Company.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Companyâs bankers and customers, vendors and investors for their continued support during the year.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board

Unit No.8/9, Ground Floor, For, MITTAL LIFE STYLE LIMITED

Ravikiran,

New Link Road,

Andheri [W], Mumbai â

400053, Maharashtra Sd/- Sd/-

Brijeshkumar J. Mittal Pratik B Mittal

Chairman & Managing Director Director

DIN: 02161984 DIN: 05188126

Date: 4th September, 2018

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article