Marvel Decor Ltd Directors Report

Total Income: Standalone

Companys Total Income during FY 2024-25 was Rs. 3,407.82 Lac as compared to Rs. 2,981.37 Lac in the Previous Year. Consolidated Companys Total Income during FY 2024-25 was Rs. 6,424.72 Lac as compared to Rs. 5,417.63 Lac in the Previous Year. Profits: Standalone

Profit before tax of the company during FY 2024-25 was Rs. 156.39 Lac as compared to Rs. 147.68 Lac in the Previous Year.

Profit after tax of the company during FY 2024-25 was Rs. 117.04 Lac as compared to Rs. 110.54 Lac in the Previous Year.

Consolidated

Profit before tax of the company during FY 2024-25 was Rs. 422.05 Lac as compared to Rs. 359.31 Lac in the Previous Year.

Profit after tax of the company during FY 2024-25 was Rs. 382.35 Lac as compared to Rs. 321.85 Lac in the Previous Year.

The Company does not recommend any dividend for the year ended March 31, 2025.

During the FY 2024-25, Out of Total Profit of Rs. 117.04 Lac, 10% amount i.e. 11.70 Lac is transferred to General Reserve. The remaining portion is added to surplus.

The paid-up share capital of the company as on March 31, 2025 was Rs. 17,74,01,400/- divided into 1,77,40,140 Equity shares of Rs. 10/- each.

During the year FY 2024-25, The company has raised funds through Preferential allotment of 7,00,000 Equity Shares having face value of 10/- each at price of 115/- [which includes premium of 105/- per share] aggregating to 8,05,00,000 (Rupees Eight Crore Five Lac Only).

Pursuant to Regulation 32 (7A) of SEBI Listing Regulations and applicable provision of Companies Act, 2013, details of utilization of Issue Proceeds are annexed herewith as “Annexure VII” to this Report.

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 2025-26 has already been paid.

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, 2025 are in dematerialized form.

The Company has been able to achieve Total of Income of 6,424.72 Lac during FY 2024-25 as compared to 5,417.63 Lac in the Previous Year on consolidated basis and 3,407.82 Lac during FY 2024-25 as compared to 2,981.63 Lac in the Previous Year on standalone basis. Further, the Profit before Tax stood at 422.05 Lac during FY 2023-24 as compared to 359.31 Lac in the Previous Year on consolidated basis and 156.39 Lac during FY 2023-24 as compared to 147.68 Lac in previous year on Standalone basis.

Companys 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.

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.

The 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.

The Board of Directors of the Company confirms: a) In the preparation of the annual accounts for the FY 2024-25, 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 judgements 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.

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”.

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.

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.

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.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on its website at https://marvellifestyle.com/ar-agm-2024-25/.

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

No change has been taken place in Directors and Key Managerial Personnel during the financial year under review, except reappointment of Mr. Dipak R. Paun (DIN: 01662090), who retired by rotation and being eligible offered himself for appointment, in previous Annual General Meeting (28th AGM). In forthcoming Annual General Meeting (29th AGM):

Ms. Khwahish Paun (DIN: 09128375) is liable to be retire by rotation and being eligible offered herself for re-appointment at the forthcoming Annual General Meeting (29th AGM).

Further, the tenure of Mr. Dhiren Shah will complete on July 16, 2026. Hence, The Board considering his knowledge, expertise and experience and recommendation of Nomination & Remuneration Committee, recommends members to approve re-appointment of Mr. Dhiren Shah for further term of five years, in forthcoming Annual General Meeting.

All the Independent Directors of the Company have provided declaration of independence as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. They had no pecuniary relationship or transactions with the Company, other than as permitted under relevant regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity. The Directors are compliant with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as applicable.

The Board has adopted a Nomination and Remuneration Policy which serves as a guiding framework for the appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company. The policy lays down the criteria for determining qualifications, positive attributes and independence of Directors, as mandated under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations as amended from time to time. The detailed policy is available at https://marvellifestyle.com/policies/.

The salient features of the Policy, are:

I. appointment and remuneration of Directors, Key Managerial and Senior Management Personnel;

II. qualifications, positive attributes and independence for appointment of Director, KMP and Senior Management. III. performance evaluation

IV. qualifications, skills, expertise, competencies, regional and industry experience, background and other qualities required for appointment. V. Board Diversity.

The Board met 9 (Nine) 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 6 (Six) times during financial year.

Dates of Board meetings

Details as applicable concerning particulars of Loans, Guarantees and Investments under Section 186 of the Act are provided in the Financial Statements.

STATUTORY AUDITOR:

The previous Statutory Auditor, M/s. R. B. Gohil & Co. resigned from the office of Statutory Auditor on December 20, 2024. To fill this casual vacancy, M/s. Chetan Agarwal & Co., Chartered Accountants (Firm Registration No. 120447W) were appointed as Statutory Auditor of the Company, based on the recommendation of Audit Committee, by Board of Directors of the company, in their meeting held on December 28, 2024, to hold the office until conclusion of ensuing Annual General Meeting. Their appointment was subsequently approved by Shareholders in Extra Ordinary General Meeting held on March 15, 2025.

Further, the Board of Directors recommends to appoint M/s. Chetan Agarwal & Co., Chartered Accountants (Firm Registration No. 120447W) as Statutory Auditor for the term of five consecutive years, from the conclusion of this Annual General Meeting (29th AGM) till the conclusion of the Thirty Forth Annual General Meeting (34th AGM) of the Company.

Statutory Auditors Report:

The Auditors Report on the Financial Statements of the Company for FY 2024-25 issued by M/s. Chetan Agarwal & Co. is part of the Annual Report. The Audit Report does not contain any qualification, reservation, observations or adverse remarks.

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 RECORD AND 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 neither required to maintain Cost Records nor required to appoint cost auditor.

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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.

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Related Party Transactions (RPT) Policy which is being periodically reviewed by the Audit Committee and approved by the Board. The RPT Policy is available on your Companys website at https://marvellifestyle.com/policies/.

The Company has filed the Disclosure of Related Party Transactions with the Stock Exchange and published the same on the website of the company, pursuant to Regulation 23 of the Listing Regulations, as the said Regulation become applicable to the listed entity which has listed its specified securities on the SME Exchange w.e.f. April 01, 2025.

All the related party transactions are entered on arms 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. Further, Omnibus approval has been obtained from the Audit Committee in respect of transactions which were repetitive in nature. The material transactions 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”.

In terms of Accounting Standard (AS) 18, specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, details of related party transactions into by the company have been disclosed in the financial statements.

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.

However, company has incorporated wholly owned subsidiary after closure of FY 2024-25, as mentioned in point no. 38 below.

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.

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. Further, regular Internal Audit is conducted by Internal Auditor. 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.

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.

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 Companys 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.

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 Companys 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. The policy has been communicated to all employees and also posted on the website of the Company i.e. https://marvellifestyle.com/policies/.

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 Companys 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.

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

The Company has zero tolerance for sexual harassment at workplace and in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace available at https://marvellifestyle.com/policies/ and Internal Complaints Committee have been set up to redress complaints and following are the details of complaints for FY 2024-25:

(a) Number of complaints of sexual harassment received in the year

(b) Number of complaints disposed off during the year Nil (c) Number of cases pending for more than ninety days

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

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

The highlights of performance of subsidiaries and their contribution to the overall performance are included in the Form AOC 1, which is given in “Annexure VI”, Consolidated Financial Statements section in this Annual Report, in accordance with the provisions, inter-alia, under Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

Further, after closure of FY 2024-25 the Company has Incorporated wholly owned subsidiary namely Callistus Window Fashion USA Inc. [United States of America].

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

No remuneration is paid to remaining Directors.

Remuneration received by Managing / Whole-time Director from holding or subsidiary company:

Managing Director of the company is not in receipt of any commission from the company or any of the subsidiaries of the Company as prescribed under Section 197(14) of the Act.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. However, Ms. Khwahish Paun, Non-Executive Non-Independent Director drawn remuneration of Rs. 59.87 Lac from Callistus Blinds Middle East (FZE), Wholly Owned Subsidiary of the Company during FY 2024-25.

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/.

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 2024-25:

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during FY 2024-25:

No salary is paid to remaining Directors / KMP during FY 2024-25. (iii) Particulars of Remuneration of Top 10 Employees:

Total Number of Employees: 230

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.

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year. Further, No one time settlement has been done during FY 2024-25.

The Company complies with all applicable secretarial standards issued and notified by the Institute of Company Secretaries of India.

The Company has constituted three committees as per Companies Act, 2013, which are as follow: A. Audit Committee; Constitution:

B. Nomination and Remuneration Committee; Constitution:

C. Stakeholders Relationship Committee. Constitution:

Your directors place on records 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.