Marvel Decor Ltd

To,

The Members Marvel Decor Limited

The Board of Directors of Marvel Decor Limited is pleased to present Twenty Eightieth Annual Report on the business and operations of your company together with the Audited Financial Statement of the company for the financial year ended March 31,2024.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs Except EPS)

2 RESULTS OF OPERATIONS:

Total Income:

Standalone

Company's Total Income during FY 2023-24 was Rs. 2,981.63 Lac as compared to Rs. 3037.59 Lac in the Previous Year.

Consolidated

Company's Total Income during FY 2023-24 was Rs. 5417.63 Lac as compared to Rs. 5244.65 Lac in the Previous Year.

Profits:

Standalone

• Profit before tax of the company during FY 2023-24 was Rs. 147.68 Lac as compared to Rs. 140.48 Lac in the Previous Year.

• Profit after tax of the company during FY 2023-24 was Rs. 110.54 Lac as compared to Rs. 110.14 Lac in the Previous Year. Consolidated

• Profit before tax of the company during FY 2023-24 was Rs. 359.31 Lac as compared to Rs. 257.00 Lac in the Previous Year.

• Profit after tax of the company during FY 2023-24 was Rs. 321.85 Lac as compared to Rs. 225.83 Lac in the Previous Year.

3 DIVIDEND:

The Company does not recommend any dividend for the year ended March 31,2024.

4 TRANSFER TO RESERVES:

During the FY 2023-24, Out of Total Profit of Rs. 110.54 Lac, 10% amount i.e. Rs. 11.05 Lac is transferred to General Reserve and remaining portion i.e. Rs. 99.48 Lac is added to surplus.

5 SHARE CAPITAL:

The paid-up share capital of the company as on March 31,2024 was Rs. 17,04,01,400/-.

During FY 2024-25 - The company is in process of raising fund through Preferential allotment of 9,00,000 Equity Shares having face value of Rs. 10/- each at price of Rs. 115/- [which includes premium of Rs. 105/- per share] aggregating to Rs. 10,35,00,000 (Rupees Ten Crore Thirty-Five Lac Only). In this regard, the company has received in-principle approval (Pre-allotment) from National Stock Exchange of India Limited on August 21,2024.

6 LISTING OF SHARES:

All the equity shares of Company are listed on the Emerge Platform of National Stock Exchange. Further, Listing fees for the reporting year and FY 2024-25 has already been paid.

7 DEMATERIALIZATION OF SHARES:

The Company has entered into Tripartite Agreement dated March 01,2018 with the depositories, National Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed M/s. Bigshare Services Private Limited, as its registrar and Share Transfer Agent. Further, all the outstanding shares of the company as on March 31,2024 are in dematerialized form.

8 REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Company has been able to achieve Total of Income of Rs. 5417.63 Lac during FY 2023-24 as compared to Rs. 5244.65 Lac in the Previous Year on consolidated basis and Rs. 2,981.63 Lac during FY 2023-24 as compared to Rs. 3037.59 Lac in the Previous Year on standalone basis.

Further, the Profit before Tax stood at Rs. 359.31 Lac during FY 2023-24 as compared to Rs. 257.00 Lac in the Previous Year on consolidated basis and Rs. 147.68 Lac during FY 2023-24 as compared to Rs. 140.48 Lac in previous year on Standalone basis.

Company's performance is continuously growing over past years, due to better efficiency and proper execution. Management is determined to continue the growth of the company at even faster speed.

More precisely described in Management Discussion and Analysis Report.

9 CORPORATE GOVERNANCE:

Being SME Listed Company, company is not required to annex Corporate Governance Report to Annual Report pursuant to Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

10 DEPOSITS:

Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11 DIRECTOR'S RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) The Directors have 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 statement of profit and loss of the company for the financial year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

12 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as ''Annexure- I".

13 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure III" to this Report.

14 DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Provision relating to Corporate Social Responsibility given under Section 135 of the Companies Act, 2013 and rules made thereunder, does not applicable to the company.

15 BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

Board of Directors adopted a mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, attendance at the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

Further, Nomination and Remuneration Committee has also carried out the performance evaluation of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings. In addition, the chairman was also evaluated on the key aspects of his role.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

16 CHANGE IN NATURE OF BUSNIESS:

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

17 EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://marvellifestyle.com/ar- agm-2023-24/.

18 SIGNIFICANT AND MATERIAL ORDERS:

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During financial year:

• In 27th Annual General Meeting, Ms. Urmi Paun (DIN: 01662228) was retired by rotation, being eligible offered herself for the reappointment and she was duly reappointed, in accordance with the provisions of section 152 of the Companies Act, 2013 and the AOA of the Company.

• Mr. Viraj D. Mehta, Company Secretary and Compliance Officer of the company resigned from the office w.e.f. November 10, 2023.

• Mr. Mayursinh O. Gohil was appointed as Company Secretary & Compliance Officer of the company w.e.f. January 04, 2024.

After closure of financial year:

In upcoming 28th Annual General Meeting...

• Mr. Dipak Paun (DIN: 01662090) is liable to be retire by rotation and being eligible offered himself for re-appointment.

20 MEETING OF THE BOARD AND AUDIT COMMITTEE:

The Board met 6 (Six) times during the financial year. The maximum interval between any two Board Meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. The Audit Committee met 4 (Four) times during financial year.

21 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During year under review, Company has not given any Loan, provided any Guarantees or made any investment under section 186 of the Companies Act, 2013.

22 STATUTORY AUDITOR, SECRETARIAL AUDITOR AND COST AUDITOR:

STATUTORY AUDITOR:

At 25th Annual General Meeting, M/s. R. B. Gohil & Co., Chartered Accountants (Firm Registration No. 119360W) were appointed as statutory auditors of the Company to hold office, for five consecutive years, from the conclusion of that Annual General Meeting (25th AGM) till the conclusion of the sixth Annual General Meeting (30th AGM) of the Company.

The Auditor's Report on the Financial Statements of the Company for FY 2023-24 issued by M/s. R. B. Gohil & Co. is part of the Annual Report.

SECRETARIAL AUDITOR:

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company had appointed M/s. N S Dave & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as ''Annexure IV".

Further, company is not required to submit Annual Secretarial Compliance Report, vide Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COST AUDITOR:

As per the provisions of section 148 of the Companies Act, 2013 read with Rules 3 and 4 of The Companies (Cost Records and Audit) Rules, 2014 company is not required to appoint cost auditor.

23 EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report.

24 TRANSACTIONS WITH RELATED PARTIES:

The related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

As per the provisions under Regulation 23(9) read with Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) (Amendments) Regulation, 2018, Company is not required to submit disclosure with respect to Related Party Transactions to the concerned stock exchange.

25 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The contracts or arrangements as defined under Section 188 of the Companies Act, 2013 entered into with related parties during the year under review are as mentioned in AOC-2; furnished herewith as "Annexure V".

Further, all the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations.

26 MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

27 INVESTOR COMLAINT (COMPLAINTS) AND COMPLIANCE:

During financial year, Company has not received any complaint from investor and no complaints are pending, as on date. Further, The Company discloses ‘investor complaints received and resolved' with the stock exchanges on a quarterly basis.

28 INTERNAL CONTROL:

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. It has appointed an independent professional to conduct regular internal audits. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

29 RISK MANAGEMENT POLICY:

Pursuant to section 134(3)(n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk Management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

30 VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors of the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company's rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies and other matters or activities on account of which the interest of the Company is affected.

However, the mechanism does not release the employees from their duty of confidentiality in the course of their work and nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

Policy Objectives:

a) The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

b) The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

c) The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

d) This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

All Directors / Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company. All Protected Disclosures should be reported in writing by the complainant as soon as possible, after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English. All Protected Disclosures should be addressed to the Whistle and Ethics Officer of the Company. Mr. Ashok Ramniklal Paun, Managing Director. The policy has been communicated to all employees and also posted on the website of the Company.

31 PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. All the Board of Directors and Designated Employees have confirmed compliance with the Code.

32 ENVIRONMENT MANAGEMENT SYSTEMS (EMS):

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified to ISO 14001.

33 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the Company has not received any complaints on sexual harassment.

34 SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Company have Two Wholly Owned Subsidiaries namely, Callistus Blinds Middle East (FZE) - [Sharjah (U.A.E.)] and Callistus UK Limited - [United Kingdom].

Further, In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of subsidiary company of the Company, in the prescribed Form AOC-1, is given in ''Annexure VI" to this Report.

35 PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS:

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

36 PARTICULARS OF REMUNERATION:

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. Other Related Party Transactions are Mentioned in AOC-2 attached herewith in ‘Annexure V'.

Further, criteria for making payment to non-executive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz. https://marvellifestyle.com/policies/.

During the year under review, the Company has paid remuneration to Executive Directors of the Company, details of which are as under:

* Rs. 12 Lac paid as Executive Director and Rs. 12 Lac paid as CFO.

• No remuneration is paid to remaining Directors.

37 PARTICULARS OF EMPLOYEE:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rules made there under:

Information as per section 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(I)The ratio of remuneration of each director to the median remuneration of the employees for the FY 2023-24:

(ii)The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during FY 2023-24:

No salary is paid to remaining Directors during FY 2023-24. (ii) Particulars of Remuneration of Top 10 Employees:

• Total Number of Employees: 207

• There is no employee in the Company in receipt of remuneration aggregating not less than Rs. One Crore Two Lac Rupees per annum being employed throughout the financial year and Rs. Eight Lac Fifty Thousand per month being employed for part of the year.

• The board of directors of the company affirmed that remuneration of the entire key managerial personnel of the company is as per the remuneration policy of the company.

38 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend. Hence, no amount is required to be transferred to Investor Education and Protection Fund.

39 DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY AND ALSO RECEIVING COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

Managing Director of the company is not in receipt of any commission from the company.

40 DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES:

Company has constituted four committees as per Companies Act, 2013, which are as follow:

A. Audit Committee;

Constitution:

B. Nomination and Remuneration Committee; Constitution:

C. Stakeholder's Relationship Committee. Constitution:

41 ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for co-operation and support extended by the Shareholders, Dealers, Channel Partners, Traders, Banks, RTA, Professionals and consultants for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.