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:

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:

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 '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:

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 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^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.

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:

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 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:

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 "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;

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 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.

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:

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

• 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.

• 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:

• Audit Committee

• Nomination and Remuneration Committee

• 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:

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.