Mittal Life Style : Letter of offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: February 07, 2023

For Eligible Shareholders only

MITTAL LIFE STYLE LIMITED

Our Company was incorporated as 'Mittal Life Style Private Limited' under the provisions of the Companies Act 1956 pursuant to a certificate of incorporation dated August 31, 2005, issued by the Registrar of Companies, Maharashtra at Mumbai. Subsequently, the name of our Company was changed to 'Mittal Life Style Limited' pursuant to conversion into a public company pursuant to a resolution passed by the Shareholders in their meeting dated October 31, 2017 and consequently a fresh certificate of incorporation dated November 23, 2017 was issued by the Registrar of Companies, Maharashtra at Mumbai. The corporate identification number of our Company is L18101MH2005PLC155786. The registered office of our Company was originally situated at Plot No 1058, Adarsh Nagar, Near Hyundai Car Showroom, New Link Road, Andheri (West), Mumbai 400 053, Maharashtra, India. Thereafter, the registered office of our Company was changed to Unit No. 8/9, Ravikiran, Ground Floor, New Link Road, Andheri (West), Mumbai 400 053, Maharashtra, India.

Registered Office: Unit No. 8/9, Ravikiran, Ground Floor, New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, India;

Tel: + 91 22 2674 1792, Contact Person: Ankitsingh Ganeshsingh Rajpoot, Company Secretary and Compliance Officer,

E-mail: [e-mail]; Website: www.mittallifestyle.in; Corporate Identification Number: L18101MH2005PLC155786

OUR PROMOTERS- PRATIK BRIJESHKUMAR MITTAL, BRIJESHKUMAR JAGDISHKUMAR MITTAL AND J K DENIM FAB PRIVATE

LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

WE HEREBY CONFIRM THAT NONE OF OUR PROMOTERS OR DIRECTORS IS A WILFUL DEFAULTER OR A FRAUDULENT

BORROWER AS ON DATE OF THIS LETTER OF OFFER

ISSUE OF UPTO 1,49,34,448 EQUITY SHARES OF FACE VALUE ₹ 10/- EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹10/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ NIL PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 1,493.44# LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF ONE (1) RIGHTS EQUITY SHARE(S) FOR EVERY ONE (1) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MONDAY, FEBRUARY 13, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS ONE TIME THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 137 OF THIS LETTER OF OFFER.

#Assuming full Subscription

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled "Risk Factors" on page 20 of this Letter of Offer.

OUR COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The existing Equity Shares are listed on National Stock Exchange of India Limited ("NSE" or the "Stock Exchange"). Our Company has received 'in-principle' approvals from NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide its letter dated January 27, 2023. For the purpose of this Issue, the Designated Stock Exchange is NSE.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	BIGSHARE SERVICES PRIVATE LIMITED
605, Center Point, 6th floor,	Office No S6-2, 6th floor, Pinnacle Business Park,
Andheri Kurla Road, J. B. Nagar,	Next to Ahura Centre, Mahakali Caves Road,
Andheri (East), Mumbai - 400 059,	Andheri (East), Mumbai-400 093,
Maharashtra, India.	Maharashtra, India.
Telephone: [phone]	Telephone: [phone]
E-mail:[e-mail]	E-mail:[e-mail]
Website:www.saffronadvisor.com	Website:www.bigshareonline.com
Investor grievance:[e-mail]	Contact person: Vijay Surana
Contact Person: Gaurav Khandelwal/ Vipin Gupta	Investor grievance:[e-mail]
SEBI Registration Number: INM 000011211	SEBI Registration No: INR000001385
Validity of Registration: Permanent	Validity of Registration: Permanent

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
WEDNESDAY, FEBRUARY 22, 2023	MONDAY, FEBRUARY 27, 2023	FRIDAY, MARCH 3, 2023
*Eligible Equity Shareholders are requested to ensure	that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are
credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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TABLE OF CONTENTS
SECTION I - GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
NOTICE TO INVESTORS	11
PRESENTATION OF FINANCIAL INFORMATION	14
FORWARD - LOOKING STATEMENTS	16
SUMMARY OF THIS LETTER OF OFFER	18
SECTION II - RISK FACTORS	20
SECTION III - INTRODUCTION	43
THE ISSUE	43
GENERAL INFORMATION	44
CAPITAL STRUCTURE	48
OBJECTS OF THE ISSUE	50
STATEMENT OF TAX BENEFITS	56
SECTION IV - ABOUT THE COMPANY	59
INDUSTRY	59
OUR BUSINESS	66
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE	74
SECTION V - FINANCIAL INFORMATION	77
FINANCIAL INFORMATION	77
ACCOUNTING RATIOS	115
MATERIAL DEVELOPMENTS	117
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS	118
SECTION VI - LEGAL AND OTHER INFORMATION	129
OUTSTANDING LITIGATIONS AND DEFAULTS	129
GOVERNMENT AND OTHER STATUTORY APPROVALS	130
OTHER REGULATORY AND STATUTORY DISCLOSURES	131
SECTION VII - ISSUE INFORMATION	137
TERMS OF THE ISSUE	137
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	167
SECTION VIII - STATUTORY AND OTHER INFORMATION	168
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	169
DECLARATION	171

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled "Industry", "Summary of this Letter of Offer", "Financial Information", "Statement of Tax Benefits", "Outstanding Litigation and Defaults" and "Issue Information" on pages 59, 18, 77, 56, 129 and 137 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

Company Related Terms

Term			Description
"Company",	"our	Mittal Life Style Limited, a public limited company incorporated under the
Company",	"the	Companies Act, 1956, having its registered office at Unit No. 8/9, Ravikiran,
Company",	"MLSL",	Ground Floor, New Link Road, Andheri (West), Mumbai - 400053,
"the Issuer"		Maharashtra, India.
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company.
"Articles" / "Articles of	Articles / Articles of Association of our Company, as amended from time to
Association" / "AoA"	time.
"Annual		Audited	The audited financial statements of our Company for the year ended March 31,
Financial Statements" or	2022 prepared in accordance with IND AS which comprises the balance sheet
"Annual		Audited	as at March 31, 2022, the statement of profit and loss, including other
Financial Information"	comprehensive income, the statement of cash flows and the statement of changes
			in equity for the year ended March 31, 2022, and notes to the financial
			statements, including a summary of significant accounting policies and other
			explanatory information read along with the report thereon.
"Audit Committee"	The committee of the Board of Directors constituted as our Company's audit
			committee in accordance with Regulation 18 of the Securities and Exchange
			Board of India (Listing Obligations and Disclosure Requirements) Regulations,
			2015, as amended ("SEBI Listing Regulations") and Section 177 of the
			Companies Act, 2013.
"Auditor"	/	"Statutory	Statutory and peer review auditor of our Company, namely, M/s Jain Jagawat
Auditor"/ "Peer Review	Kamdar & Co., Chartered Accountants.
Auditor"
"Board"	/	"Board of	Board of directors of our Company or a duly constituted committee thereof.
Directors"
"Chief Financial Officer	Pratik Brijeshkumar Mittal, the Chief Financial Officer of our Company.
/ CFO"
"Company Secretary and	Ankitsingh Ganeshsingh Rajpoot, the Company Secretary and Compliance
Compliance Officer"	Officer of our Company.
"Corporate Promoter"	J K Denim Fab Private Limited
"Director(s)"		The director(s) on the Board of our Company, unless otherwise specified.
"Equity Shareholder"	A holder of Equity Shares
"Equity Shares"	Equity shares of our Company of face value of ₹ 10 each.
Escrow Account(s)	One or more no-lien and non-interest-bearing accounts with the Escrow
			Collection Bank(s) for the purposes of collecting the Application Money from
			resident investors- eligible equity shareholders as on record date making an
			Application through the ASBA facility.
"Executive Directors"	Executive directors of our Company.
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Term				Description
"Financial		Statements"	Collectively the Audited Financial Statements and the Limited Reviewed
or		"Financial	Financial Results, unless otherwise specified in context thereof.
Information"
"Independent		The independent director(s) of our Company, in terms of Section 2(47) and
Director(s)"				Section 149(6) of the Companies Act, 2013.
"Key	Management	Key management personnel of our Company in terms of the Companies Act,
Personnel" / "KMP"		2013 and the SEBI ICDR Regulations as described in the subsection titled "Our
				Management and Organisational Structure - Key Managerial Personnel" on
				page 76 of this Letter of Offer.
"Limited		Reviewed	The limited reviewed unaudited financial results dated January 13, 2023 for the
Financial Results"		nine month period ended December 31, 2022, prepared in accordance with the
				Companies Act and SEBI Listing Regulations. For details, see "Financial
				Information" on page 77 of this Letter of Offer.
Materiality Policy		Policy on determination of materiality of events adopted by our Company in
				accordance with Regulation 30 of the SEBI Listing Regulations.
"Memorandum	of	Memorandum of association of our Company, as amended from time to time.
Association" / "MoA"
"Nomination		and	The committee of the Board of directors reconstituted as our Company's
Remuneration		nomination and remuneration committee in accordance with Regulation 19 of
Committee"			the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
"Non-executive		Non-executive Directors of our Company.
Directors"
"Non-Executive	and	Non-executive and independent directors of our Company, unless otherwise
Independent Director"	specified
"Promoter(s)"		The promoters of our Company, namely, Pratik Brijeshkumar Mittal,
				Brijeshkumar Jagdishkumar Mittal and J K Denim Fab Private Limited
"Promoter Group"		Individuals and entities forming part of the promoter and promoter group in
				accordance with SEBI ICDR Regulations.
"Registered Office"		The registered office of our Company located at Unit No. 8/9, Ravikiran, Ground
				Floor, New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, India.
"Registrar			of	Registrar of Companies, 100 Everest, Marine Drive, Mumbai - 400 002,
Companies"/ "RoC"		Maharashtra, India.
"Rights		Issue	The committee of our Board constituted for purposes of the Issue and incidental
Committee"			matters thereof.
"Shareholders/ Equity	The Equity Shareholders of our Company, from time to time.
Shareholders"
"Stakeholders'		The committee of the Board of Directors constituted as our Company's
Relationship			Stakeholders' Relationship Committee in accordance with Regulation 20 of the
Committee"			SEBI Listing Regulations.
Issue Related Terms

Term	Description
2009 ASBA Circular	The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30,
	2009
2011 ASBA Circular	The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011
Abridged Letter of Offer	Abridged letter of offer to be sent to the Eligible Equity Shareholders with
	respect to the Issue in accordance with the provisions of the SEBI ICDR
	Regulations and the Companies Act.
Allot/Allotment/Allotted	Allotment of Rights Equity Shares pursuant to the Issue.
Allotment Account	The account opened with the Banker(s) to the Issue, into which the Application
	Money lying to the credit of the escrow account(s) and amounts blocked by
	Application Supported by Blocked Amount in the ASBA Account, with respect
	to successful Applicants will be transferred on the Transfer Date in accordance
	with Section 40(3) of the Companies Act.
Allotment Advice	Note, advice or intimation of Allotment sent to each successful Applicant who
	has been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date	Date on which the Allotment is made pursuant to the Issue.
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