Dear Members,
Mittal Life Style Limited
Your Directors are pleased to present their 21st Annual Report and Audited Accounts of
the Company for the financial year ended March 31,2026.
FINANCIAL RESULTS:
(Rs. in Lakh)
Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
Income from operations |
8,453.59 |
7,202.12 |
9,145.41 |
Other Income |
28.78 |
101.99 |
119.09 |
Total Revenue |
8,482.38 |
7,304.11 |
9,264.50 |
Depreciation & amortization |
100.69 |
99.04 |
261.76 |
Expenses other than Depreciation |
8,226.56 |
6,927.71 |
8,554.72 |
Total Expenses |
8,327.25 |
7,026.75 |
8,816.48 |
Net Profit/(Loss) Before Tax |
155.13 |
277.36 |
448.02 |
Current Tax |
(30.00) |
(44.00) |
(93.99) |
Deferred Tax (Incl. Short/Excess Provision for Tax) |
(3.41) |
(6.26) |
(113.12) |
Short/Excess Provision for Tax |
(11.82) |
3.09 |
(11.82) |
Profit/(Loss) After Tax |
109.90 |
230.19 |
229.09 |
*The previous financial year's consolidated figures have not been provided, as the
preparation of consolidated financial statements became applicable to the Company for the
first time during the current financial year.
REVIEW OF OPERATIONS AND PERFORMANCE:
During the year under review, the Company's standalone total revenue stood at Rs.
8,482.38 Lakhs as compared to Rs. 7,304.11 Lakhs in the previous financial year,
reflecting a growth in revenue. The standalone profit after tax for the year was Rs.
109.90 Lakhs as against Rs. 230.19 Lakhs in the previous financial year.
On a consolidated basis, the total revenue for the year under review was Rs. 9,145.41
Lakhs and the consolidated profit after tax stood at Rs. 229.09 Lakhs.
TRANSFER TO RESERVES:
No amount has been transferred to the general reserves for the year ended on March
31,2026.
DIVIDEND:
Your Directors didn't recommend any dividend on Equity Shares for the Financial Year
2025-26.
DECLARATION FROM INDEPENDENT DIRECTORS:
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 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:
During the year under review, JK Infrasol Private Limited (formerly known as JK Denim
Fab Private Limited) became a wholly owned subsidiary of the Company pursuant to the
acquisition of its entire equity share capital by the Company on June 2, 2025.
Except for JK Infrasol Private Limited becoming a wholly owned subsidiary of the
Company during the year, no other company became or ceased to be a subsidiary, joint
venture or associate company of the Company during the financial year under review.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the
salient features of the financial statements of the subsidiary in Form AOC-1 is annexed to
this Directors' Report.
Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, JK Infrasol Private Limited qualified as a material
subsidiary of the Company during the financial year under review.
CORPORATE GOVERNANCE:
Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance
along with the certificate from Dash Dwivedi & Associates LLP, Company Secretaries
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.
SECRETARIAL 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. 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.
In terms of the provisions of Section 152 of the Act, Mr. Brijeshkumar Mittal
(DIN:02161984), Chairman and Managing Director, who is liable to retire by rotation in the
ensuing AGM, offers himself to be re-appointed. The Nomination and Remuneration Committee
and Board recommend 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 31,2026 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 70,00,00,000 Equity Shares of Re.
1/- each amounting to Rs. 70,00,00,000/- as on March 31,2026.
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 31,2026.
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 31,2026 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 Companies Act, 2013 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) consecutive years, to hold office from the
conclusion of the 18th Annual General Meeting held on 30th September, 2023 till the
conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2028.
In terms of the provisions of the Act, the requirement for ratification of appointment
of statutory auditors by the members at every Annual General Meeting has been dispensed
with.
The Company has received a certificate from M/s. Akhilesh Pandey & Co., Chartered
Accountants confirming that they continue to 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 2025-26 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:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force), the
Board of Directors of the Company had appointed M/s. Dash Dwivedi & Associates LLP,
Company Secretaries, to conduct the Secretarial Audit of the Company for a term of five
(5) consecutive years commencing from the financial year 2025-26 up to the financial year
2029-30.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable
provisions of Listing Regulations, the Company has adopted a Nomination and Remuneration
Policy.
The salient features of the policy:
The Policy lays down the criteria for identification, selection, appointment,
evaluation and remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy provides that the Nomination and Remuneration Committee shall
identify persons who are qualified to become Directors and who may be appointed in senior
management positions, based on their integrity, qualifications, expertise, experience and
other attributes considered necessary for the position. In the case of Independent
Directors, the Committee ensures that the proposed appointee satisfies the criteria of
independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The Policy also provides for annual evaluation of the performance of the Board, its
Committees and individual Directors based on various parameters including participation in
meetings, contribution to strategic decision-making, governance practices, leadership
qualities and discharge of duties and responsibilities.
The remuneration framework aims to ensure that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key
Managerial Personnel and Senior Management Personnel of the quality required to run the
Company successfully. The remuneration is linked to responsibilities, experience,
performance and industry benchmarks and is in compliance with the applicable provisions of
the Companies Act, 2013.
The Nomination and Remuneration Policy of the Company is 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 behavior, 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 victimization 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.
During the year under review, no complaints were filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
MATERNITY BENEFIT:
The Company is compliant with the applicable provisions of the Maternity Benefit Act,
1961 and has policies, systems and processes in place to ensure ongoing compliance.
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 except for its wholly owned subsidiary i.e. JK
Infrasol Private Limited (Previously known as JK Denim Fab Private Limited). The
particulars of loans, guarantees and investments as per Section 186 of the Act have been
disclosed in the financial statements.
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 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, 9 (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:
• 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.
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
Brijeshkumar J. Mittal |
Pratik Mittal |
Chairman & Managing Director |
Executive Director & CFO |
Place: Mumbai |
|
Date: May 26, 2026 |
|
|