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A Oneindia Venture

Nifty 25,801.70 +2.84%

22k Gold ₹ 13,910 /gm

Sensex 84,031.09 +2.90%

Nifty 25,801.70 +2.84%

22k Gold ₹ 13,910 /gm

Sensex 84,031.09 +2.90%

Nifty 25,801.70 +2.84%

22k Gold ₹ 13,910 /gm

Directors Report of Marvel Decor Ltd.

Mar 31, 2025

1. FINANCIAL PERFORMANCE (Rs. in Lacs Except EPS)

The Board of Directors of Marvel Decor Limited is pleased to present Twenty Nineth 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, 2025.

	Consolidated		Standalone
Results	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operation	6310.70	5343.20	3299.10	2917.37
Other income	114.20	74.42	108.72	64.26
Total Revenue	6424.72	5417.63	3407.82	2,981.63
Total Expenditure	5993.69	5,031.92	3251.44	2,833.95
Profit before exceptional items,	431.03	385.70	156.39	147.68
extraordinary items and tax
Exceptional items	8.99	26.39	0.00	0.00
Profit / (Loss) before extraordinary	422.05	359.31	156.39	147.68
items and tax
Extraordinary items	0.00	0.00	0.00	0.00
Profit before Tax	422.05	359.31	156.39	147.68
Current tax	51.85	53.32	51.50	53.00
Deferred tax	(12.15)	(15.86)	(12.15)	(15.86)
Profit after Tax	382.35	321.85	117.04	110.54
EPS: Basic	2.16	1.89	0.66	0.65
EPS: Diluted	2.16	1.89	0.66	0.65

2 RESULTS OF OPERATIONS:

Total Income:

Standalone

Company''s 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

Company''s 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

â¢ 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.

â¢ 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

â¢ 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.

â¢ 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.

3 DIVIDEND:

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

4 TRANSFER TO RESERVES:

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.

5 SHARE CAPITAL:

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).

6 Utilization of Issue Proceeds:

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 âAnnexure VII" to this Report.

7 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 2025-26 has already been paid.

8 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
31,2025 are in dematerialized form.

9 STATE OF COMPANY''S AFFAIRS:

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.

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.

10 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.

11 DEPOSITS:

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.

12 DIRECTOR''S RESPONSIBILITY STATEMENT:

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.

13 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".

14 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 âAnnexure III" to this Report.

15 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.

16 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.

17 CHANGE IN NATURE OF BUSINESS:

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

18 ANNUAL RETURN:

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/.

19 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 companyâs
operations in future.

20 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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):

â¢ 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).

â¢ 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.

21 DECLARATION OF INDEPENDENCE AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

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.

22 COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

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.

23 MEETING OF THE BOARD AND AUDIT COMMITTEE:

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

1.	12-04-2024	2.	30-05-2024	3.	18-07-2024
4.	03-09-2024	5.	05-09-2024	6.	19-10-2024
7.	11-11-2024	8.	28-12-2024	9.	15-02-2025

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

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

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

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 Auditor''s 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 âAnnexure 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.

₂₆ DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013:

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.

27 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.

28 RELATED PARTY TRANSACTIONS

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 Company''s
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 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. 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 âAnnexure 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.

29 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.

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

30 INVESTOR 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 âinvestor complaints received and resolved'' with the stock exchanges on a quarterly basis.

31 INTERNAL FINANCIAL CONTROL:

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.

32 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.

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

34 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.

35 ENVIRONMENT MANAGEMENT SYSTEMS (EMS):

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

36 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 in accordance with the provisions of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH 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	Nil
(b) Number of complaints disposed off during the year
(c) Number of cases pending for more than ninety days

37 MATERNITY BENEFIT ACT, 1961:

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

38 SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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 âAnnexure 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].

39 PARTICULARS OF REMUNERATION:

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

Sr. No.	Name of Director	Designation	Component of Payment	Remuneration Paid
1.	Mr. Ashok R. Paun	Chairman cum Managing Director	Gross Salary	Rs. 36 Lac
2.	Mrs. Urmi A. Paun *	CFO cum Executive Director	Gross Salary	Rs. 24 Lac

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

â¢ 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/.

40 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 2024-25:

Sr. No.	Name	Designation	Ratio against median employee''s remuneration
1.	Mr. Ashok R. Paun	Managing Director	17.53 : 1
2.	Ms. Urmi A. Paun	Director & CFO	11.69 : 1

No salary is paid to remaining Directors during 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:

Sr. No.	Name	Designation	% increase over the previous year
1.	Mr. Ashok R. Paun	Managing Director	0.00
2.	Ms. Urmi A. Paun	Director & CFO	0.00
3.	Mr. Mayursinh O. Gohil	Company Secretary	NA

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

Sr. No.	Name	Designation	Remuneration	Nature of employment	Date of commencement of employment	Age	Whether relative of any Director or Manager	% of Share holding
Directors & Managerial Personnel:
01.	Ashok Ramniklal Paun	Chairman & Managing Director	3,600,000	Full Time	24-01-2018	54	Yes	57.73
02.	Urmi Ashok Paun	CFO & Director	2,400,000	Full Time	24-01-2018	54	Yes	10.50
Other than Directors & Managerial Personnel:
01.	Ali Nasir Shakir Durrany	Sr. GM - International Sales	30,47,040	Full Time	19-02-2024	41	No	0.00
02.	Rupesh kumar Anand	GM - Sales & Marketing	24,00,000	Full Time	01-07-2007	50	No	0.00
03.	Ashar Husain Choudhary	Regional Sales Manager	17,61,652	Full Time	01-01-2024	54	No	0.00
04.	Radhika Vijaykumar Prabhu	Manager HR & Sales	12,84,690	Full Time	02-05-2024	31	No	0.00
05.	Jaydip Bhattacharya	Regional Sales Manager	11,16,000	Full Time	01-02-2024	51	No	0.00
06.	Ajay Balinga	Sr. Marketing Manager	10,35,497	Full Time	23-05-2024	40	No	0.00
07.	Tushar Vara	Business Development Manager	9,73,136	Full Time	01-07-2022	40	No	0.00
08.	Bhumika Makwana	Executive Assistant to MD	9,66,847	Full Time	03-06-2024	36	No	0.00
09.	Girish R. Liya	Manager - Accounts, Finance & Taxation	9,66,323	Full Time	26-05-2002	53	No	0.01
10.	Mohamed Rahil Jamal	Manager International Sales	8,77,400	Full Time	29-08-2023	39	No	0.00

â¢ Total Number of Employees: 230

â¢ 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.

â¢ 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.

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

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.

42 DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

43 COMPLIANCE WITH SECRETARIAL STANDARDS

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

44 DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES:

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

Constitution:

Sr. No.	Name of the Members	DIN	Designation
1.	Mr. Dhansukh J. Devani	01023482	Chairman
2.	Mr. Rajesh J. Morzaria	08042513	Member
3.	Mr. Ashok R. Paun	01662273	Member
B. Nomination and Remuneration Committee; Constitution:
Sr. No.	Name of the Members	DIN	Designation
1.	Dhansukhbhai J. Devani	01023482	Chairman
2.	Rajesh J. Morzaria	08042513	Member
3.	Dhiren M. Shah	01457389	Member
C. Stakeholder''s Relationship Committee. Constitution:
Sr. No.	Name of the Members	DIN	Designation
1.	Dhansukhbhai J. Devani	01023482	Chairman
2.	Rajesh J. Morzaria	08042513	Member
3.	Dhiren M. Shah	01457389	Member

45 ACKNOWLEDGEMENTS:

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.

On behalf of the Board of Directors
MARVEL DECOR LIMITED

Place: Jamnagar Ashok R. Paun Urmi A. Paun

Date: 05-09-2025 Chairman and Managing Director Director & CFO

DIN :01662273 DIN: 01662228

Mar 31, 2024

1. F^INANCIAL ^PERF^ORMANCE (Rs. in Lacs Except EPS)

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.

	Consolidated		Standalone
Results	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operation	5343.20	4966.73	2,917.37	2795.67
Other income	74.42	277.92	64.26	241.93
Total Revenue	5417.63	5244.65	2,981.63	3037.59
Total Expenditure	5,031.92	4,987.64	2,833.95	2,897.11
Profit before exceptional items, extraordinary items and tax	385.70	257.00	147.68	140.48
Exceptional items	26.39	0.00	0.00	0.00
Profit / (Loss) before extraordinary items and tax	359.31	257.00	147.68	140.48
Extraordinary items	0.00	0.00	0.00	0.00
Profit before Tax	359.31	257.00	147.68	140.48
Current tax	53.32	45.28	53.00	44.45
Deferred tax	(15.86)	(14.11)	(15.86)	(14.11)
Profit after Tax	321.85	225.83	110.54	110.14
EPS: Basic	1.89	1.33	0.65	0.65
EPS: Diluted	1.89	1.33	0.65	0.65

2 RESULTS OF OPERATIONS:

Total Income:

Standalone

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

Profits:

Standalone

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

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

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

â¢ Profit after tax of the company during FY 2023-24 was ? 321.85 Lac as compared to ? 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. ? 11.05 Lac is transferred to General Reserve and remaining portion i.e. ? 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 ? 10/- each at price of ? 115/- [which includes premium of ? 105/- per share] aggregating to ? 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 ? 5417.63 Lac during FY 2023-24 as compared to ? 5244.65 Lac in the Previous Year on consolidated basis and ? 2,981.63 Lac during FY 2023-24 as compared to ? 3037.59 Lac in the Previous Year on standalone basis.

Further, the Profit before Tax stood at ? 359.31 Lac during FY 2023-24 as compared to ? 257.00 Lac in the Previous Year on consolidated basis and ? 147.68 Lac during FY 2023-24 as compared to ? 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 âAnnexure 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 companyâs operations in future.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During financial year:

â¢ 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.

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

â¢ 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...

â¢ 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.

1. 29-05-2023	2. 05-09-2023	3. 5-10-2023
4. 10-11-2023	5. 26-12-2023	6. 04-01-2024

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 âAnnexure 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 âinvestor 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 âAnnexure 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:

Sr. No.	Name of Director	Designation	Component of Payment	Remuneration Paid
1.	Mr. Ashok R. Paun	Chairman cum Managing Director	Gross Salary	Rs. 36 Lac
2.	Mrs. Urmi A. Paun ¹	CFO cum Executive Director	Gross Salary	Rs. 24 Lac

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:

Sr. No.	Name	Designation	Ratio against median employee''s remuneration
1.	Mr. Ashok R. Paun	Managing Director	18.18 : 1
2.	Ms. Urmi A. Paun	Director & CFO	12.12 : 1
(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:
Sr. No.	Name	Designation	% increase over the previous year
1.	Mr. Ashok R. Paun	Managing Director	0.00
2.	Ms. Urmi A. Paun	Director & CFO	14.29
3.	Mr. Viraj D. Mehta²	Company Secretary	NA
4.	Mr. Mayursinh O. Gohil	Company Secretary	NA

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

Sr. No.	Name	Designation	Remuneration	Nature of employment	Date of commencement of employment	Age	Whether relative of any Director or Manager	% of Share holding
Directors & Managerial Personnel:
01.	Ashok Ramniklal Paun	Chairman & Managing Director	3,600,000	Full Time	24-01-2018	53	Yes	54.31
02.	Urmi Ashok Paun	CFO & Director	2,400,000	Full Time	24-01-2018	53	Yes	10.93
Other than Directors & Managerial Personnel:
01.	Rupesh kumar Anand	GM - Sales & Marketing	18,15,000	Full Time	01-07-2007	49	No	0.00
02.	Rutvik Karnik	Sr. Sales Manager	12,72,382	Full Time	01-06-2023	34	No	0.00
03.	Aditya Kumar Sharma	DGM - Sales & Marketing	9,32,625	Full Time	06-04-2015	44	No	0.00
04.	Harmeet Ajay Somaiya	H. R. Manager	9,00,000	Full Time	21-11-2011	38	No	0.00
05.	Vijay N. Goricha	Operation Manager	9,00,000	Full Time	01-07-2014	41	No	0.00
06.	Nitin Sharma	Area Sales Manager	8,87,983	Full Time	13-03-2023	39	No	0.00
07.	Girish R. Liya	Manager - Accounts, Finance & Taxati on	8,58,000	Full Time	25-05-2002	50	No	0.01
08.	Tushar Vara	Business Development Manager	8,16,248	Full Time	01-07-2022	39	No	0.00
09.	Rahul Kumar A Satyarthy	Business Development Manager	7,80,320	Full Time	22-11-2022	33	No	0.00
10.	Tushar Raichura	Finance Manager	7,80,000	Full Time	01-08-2005	50	No	0.00

â¢ Total Number of Employees: 207

â¢ 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.

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:

Sr. No.	Name of the Members	DIN	Designation
1.	Mr. Dhansukh J. Devani	01023482	Chairman
2.	Mr. Rajesh J. Morzaria	08042513	Member
3.	Mr. Ashok R. Paun	01662273	Member
B. Nomination and Remuneration Committee; Constitution:
Sr. No.	Name of the Members	DIN	Designation
1.	Dhansukhbhai J. Devani	01023482	Chairman
2.	Rajesh J. Morzaria	08042513	Member
3.	Dhiren M. Shah	01457389	Member
C. Stakeholder''s Relationship Committee. Constitution:
Sr. No.	Name of the Members	DIN	Designation
1.	Dhansukhbhai J. Devani	01023482	Chairman
2.	Rajesh J. Morzaria	08042513	Member
3.	Dhiren M. Shah	01457389	Member

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.

By behalf of the Board of Directors MARVEL DECOR LIMITED

Place: Jamnagar Sd/- Sd/-

Date: September 05, 2024 Ashok R. Paun Urmi A. Paun

Chairman and Managing Director Director & CFO

DIN :01662273 DIN: 01662228

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

â¢ No remuneration is paid to remaining Directors.

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.

Mar 31, 2023

The Directors are delighted to present Twenty Seventh 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 31,2023.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)
Results	Consolidated		Standalone
Results	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operation	4966.73	4,122.17	2795.67	2,631.28
Other operation income	277.92	159.05	241.93	150.97
Total Revenue (A)	5244.65	4,281.22	3037.59	2,782.25
Total Expenditure except Depreciation & Financial Cost (B)	4646.89	3,749.33	2621.43	2,361.39
Profit before Depreciation, Financial Cost & Tax (C = A - B)	597.76	531.89	416.16	420.86
Depreciation and Amortization (D)	189.74	197.28	136.51	147.94
Profit before Financial Cost & Tax (E = C - D)	408.02	334.61	279.65	272.92
Financial Cost (F)	151.01	156.28	139.17	147.53
Profit before Tax (G = E - F)	257.00	178.32	140.48	125.39
Less: Taxation (H)	31.17	22.03	30.34	22.03
Profit for the year (I = G - H)	225.83	156.30	110.14	103.36
Net Profit (After Minority Interest Adjustment)	225.83	148.63

2 RESULTS OF OPERATIONS:

Total Income:

Standalone

Company''s Total Income during FY 2022-23 was Rs. 3037.59 Lac as compared to Rs. 2,782.25 Lac in the Previous Year.

Consolidated

Company''s Total Income during FY 2022-23 was Rs. 5244.65 Lac as compared to Rs. 4,281.22 Lac in the Previous Year.

Profits:

Standalone

â¢ Profit before tax of the company during FY 2022-23 was Rs. 140.48 Lac as compared to Rs. 125.39 Lac in the Previous Year.

â¢ Profit after tax of the company during FY 2022-23 was Rs. 110.14 Lac as compared to Rs. 103.36 Lac in the Previous Year.

Consolidated

â¢ Profit before tax of the company during FY 2022-23 was Rs. 257.00 Lac as compared to Rs. 178.33 Lac in the Previous Year.

â¢ Profit after tax of the company during FY 2022-23 was Rs. 225.83 Lac as compared to Rs. 156.30 Lac in the Previous Year.

3 DIVIDEND:

The Company does not recommend any dividend for the year ended March 31,2023.

4 TRANSFER TO RESERVES:

During the FY 2022-23, Out of Total Profit of Rs. 110.14 Lac, 10% amount i.e. Rs. 11.01 Lac is transferred to General Reserve and remaining portion i.e. Rs. 99.13 Lac is added to surplus.

5 SHARE CAPITAL:

The paid up share capital of the company as on March 31,2023 was Rs. 17,04,01,400/-.

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 2023-24 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 31,2023 are in dematerialized form.

8 REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Company has been able to achieve Total of Income of Rs. 3037.59 Lac during FY 2022-23 as compared to Rs. 2,782.24 Lac in the Previous Year on standalone basis and Rs. 5244.65 Lac during FY 2022-23 as compared to Rs. 4,281.22 Lac in the Previous Year on consolidated basis.

Further, Profit before Tax stood at Rs. 140.48 Lac during FY 2022-23 as compared to Rs. 125.39 Lac in previous year on Standalone basis and Rs. 257.00 Lac during FY 2022-23 as compared to Rs. 178.32 Lac in the Previous Year on consolidated 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 2022-23, the applicable accounting standards have been followed and that no material departures have been made from the same.

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 âAnnexure 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.

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 prescribed format is available at https://marvellifestyle.com/ar-agm-2022-23/.

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 companyâs operations in future.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During financial year:

â¢ In 26th Annual General Meeting, Mr. Ashok R. Paun (DIN: 01662273) was retired by rotation, being eligible offered himself for the reappointment and he was duly reappointed, in accordance with the provisions of section 152 of the Companies Act, 2013 and the AOA of the Company.

â¢ Mr. Ashok R. Paun (DIN: 01662273), Chairman & Managing Director, Mr. Rajesh Morzaria (DIN: 08042513), Independent Director and Mr. Dhansukh Devani (DIN: 01023482), Independent Director, were reappointed on their respective designation for further term of five year effective from January 24, 2023. Further, designation of Mr. Dipak R. Paun (DIN: 01662090) was changed to Director effective from January 24, 2023.

After closure of financial year:

In upcoming 27th Annual General Meeting...

â¢ Ms. Urmi Paun (DIN: 01662228) is liable to be retire by rotation and being eligible offered herself for re-appointment.

20 MEETING OF THE BOARD AND AUDIT COMMITTEE:

The Board met 8 (Eight) 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.

Dates of Board meetings:


1. April 25, 2022	2. May 30, 2022	3. July 14, 2022	4. July 23, 2022
5. Sept 3, 2022	6. Nov 14, 2022	7. Dec 22, 2022	8. Feb 16, 2023

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 under section 186 of the Companies Act, 2013.

However, during the year under review, investment in M/s. Callistus Blinds Middle East (FZE) is raised from Rs. 1417.58 Lac to Rs. 2119.80 Lac in M/s. Callistus Blinds Middle East (FZE), a Subsidiary Company incorporated outside India.

22 STATUTORY AUDITOR, SECRETARIAL AUDITOR AND COST AUDITOR:

STATUTORY AUDITOR:

The Auditor''s Report on the Financial Statements of the Company for FY 2022-23 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, 2014company 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. Remark on Provision of gratuity benefit is self-explaining and Gratuity will be recognized on payment basis as and when payment will be made.

24 TRANSACTIONS WITH RELATED PARTIES:

25 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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 âinvestor complaints received and resolved'' with the stock exchanges on a quarterly basis.

28 INTERNAL CONTROL:

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:

During the financial year 2022-23, 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].

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:

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:

	Sr. No.	Name of Director	Designation	Component of Payment	Remuneration Paid
	1.	Mr. Ashok R. Paun	Chairman cum Managing Director	Gross Salary	Rs. 36 Lac
	2.	Mrs. Urmi A. Paun *	CFO cum Executive Director	Gross Salary	Rs. 21 Lac
* Rs. 12 Lac paid as Executive Director and Rs. 9 Lac paid as CFO. â¢ 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 2022-23:
	Sr. No. Name Designation Ratio against median employee''s remuneration
	1. Mr. Ashok R. Paun Managing Director 18.48 : 1 2. Ms. Urmi A. Paun Director & CFO 10.78 : 1
	(ii)The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during FY 2022-23:
	Sr. No. Name Designation % increase over the previous year
	1. Mr. Ashok R. Paun Managing Director 0.00 2. Ms. Urmi A. Paun Director & CFO 0.00 3. Mr. Viraj D. Mehta¹ Company Secretary NA
	* Appointed w.e.f. 15-03-2022. No salary is paid to remaining Directors / KMP during FY 2022-23. (iii) Particulars of Remuneration of Top 10 Employees:
	Sr. No.	Name	Designation	Remuneration	Nature of employment	Date of commencement of employment	Age	Whether relative of any Director or Manager	% of Share holding
	Directors & Managerial Personnel:
	01.	Ashok Ramniklal Paun	Chairman & Managing Director	3,600,000	Full Time	24-01-2018	52	Yes	51.03
	02.	Urmi Ashok Paun	CFO & Director	2,100,000	Full Time	24-01-2018	52	Yes	10.93
	Other than Directors & Managerial Personnel:
	01.	Rupesh kumar Anand	GM - Sales & Marketing	17,87,903	Full Time	01-07-2007	48	No	0.00
	02.	Aditya Kumar Sharma	DGM - Sales & Marketing	16,20,000	Full Time	06-04-2015	43	No	0.00
	03.	S. Lava Suresh Kumar	DGM - Sales & Marketing	9,61,872	Full Time	01-06-2014	40	No	0.00
	04.	Vijay N. Goricha	Operation Manager	9,02,500	Full Time	01-07-2014	40	No	0.00
	05.	Girish R. Liya	Manager-Accounts, Finance & Taxati on	9,02,417	Full Time	25-05-2002	50	No	0.01
	06.	Dhiraj Nandan	Regional Sales Manager	8,91,532	Full Time	21-01-2021	42	No	0.00
	07.	Harmeet Ajay Somaiya	H. R. Manager	8,40,766	Full Time	21-11-2011	37	No	0.00
	08.	Tushar Raichura	Finance Manager	8,06,686	Full Time	01-08-2005	50	No	0.00
	09.	Daxesh D. Khasiya	Production Manager	7,16,919	Full Time	01-08-2005	50	Yes	0.01
	10.	Dinesh R. Dhapa	R & D Manager	6,64,053	Full Time	30-06-2000	45	No	0.00

â¢ Total Number of Employees: 219

â¢ 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.

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 and Whole Time Director of the company are 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:
	Sr. No.	Name of the Members	DIN	Designation
	1.	Mr. Dhansukh J. Devani	01023482	Chairman
	2.	Mr. Rajesh J. Morzaria	08042513	Member
	3.	Mr. Ashok R. Paun	01662273	Member
	B. Nomination and Remuneration Committee; Constitution: Sr. No. Name of the Members		DIN	Designation
	1.	Dhansukhbhai J. Devani	01023482	Chairman
	2.	Rajesh J. Morzaria	08042513	Member
	3.	Dhiren M. Shah	01457389	Member
	Committee reconstituted on and w.e.f. 05.09.2023. Earlier constitution - Dhansukhbhai J. Devani - Chairperson, Mr. Rajesh J		Morzaria & Mrs. Dipti D.	Paun - Members
	C. Stakeholder''s Relationship Committee. Constitution: Sr. No. Name of the Members		DIN	Designation
	1.	Dhansukhbhai J. Devani	01023482	Chairman
	2.	Rajesh J. Morzaria	08042513	Member
	3.	Dhiren M. Shah	01457389	Member

Committee reconstituted on and w.e.f. 05.09.2023.

Earlier constitution - Mrs. Dipti D. Paun- Chairperson, Mr. Dipak R. Paun& Mr. Ashok Paun - Members Note: The Corporate Social Responsibility Committee was dissolved on 05.09.2023.

41 ACKNOWLEDGEMENTS:

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

Mar 31, 2018

Directors'' Report

To,

The Members

MARVEL DECOR LIMITED

The Directors are delighted to present Twenty Second Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended 31st March, 2018.

1. FINANCIAL PERFORMANCE;

(Rs. in Lac)

RESULTS	For the year ended March 31, 2018	For the year ended March 31, 2017
Revenue from Operation less Excise duty & GST	3,208.37	3,013.14
Other operation income	17.74	17.97
Total revenue	3,226.11	3,031.12
Total Expenditure except Dep. & Financial Cost	2406.78	2683.03
Profit before Depreciation, Financial Cost & Tax	819.33	348.08
Depreciation and Amortization	181.88	76.80
Profit before Financial Cost & Tax	637.45	271.28
Financial Cost	215.58	80.07
Profit before Tax	421.87	191.21
Less: Taxation	111.16	63.22
Profit for the year	310.71	127.99
Balance brought forward from previous year	726.34	598.35
Profit available for Appropriations	1037.05	726.34
Appropriations:
- Bonus share issued	709.73		-
Surplus carried to Balance Sheet	327.32		726.34

2. RESULTS OF OPERATIONS

During the financial year 2017-18, Company has achieved total Revenue of Rs. 3,226.11 Lac resulting under review as compared to revenue of Rs. 3,031.12 Lac during the previous financial year 2016-17. The operating profit (profit after tax) is Rs. 310.71 Lac in financial year 2017-18 as compared to Rs. 127.99 Lac during the previous year.

3. DIVIDEND

The Company does not recommend any dividend for the year ended 31st March, 2018.

4. TRANSFER TO RESERVES

During the financial year 2017-18, Out of Total Profit of Rs. 3,10,71,301/-, 10% amount i.e. Rs. 31,07,130 is transferred to General Reserve and Remaining portion i.e. Rs. 2,79,64,171/- will be added in surplus.

5. SHARE CAPITAL

The paid up share capital of the company as on 31^st March, 2018 was Rs. 17,04,01,400.

6. LISTING OF SHARES

The equity shares of Company got listed on the Emerge Platform of National Stock Exchange on March 23, 2018 and listing fees for the year 2017-18 has been paid.

7. DEMATERIALIZATION OF SHARES

The Company has entered into Tripartite Agreement dated March 1, 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 Bigshare Services Private Limited, as its registrar and Share Transfer Agent.

8. 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.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;

The Directors have taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

10. CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as âAnnexure-Iâ

11. 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.

12. DIRECTOR''S RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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) They 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) They have prepared the annual accounts on a going concern basis.

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

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

13. AUDITORS, SECRETARIAL AUDITORS REPORT AND COST AUDITORS

There are no disqualifications, reservations or adverse remarks or disclaimers in the reports of Statutory Auditor.

Secretarial Auditor Report doesn''t contain any qualification. Further, due to delayed receipt of required details and documents from bank, delay arose in filing Advance Remittance Form and Form FC-GPR.

Provision of Section 148 of Companies Act, 2013 with respect to Cost Audit and Maintenance of Cost record does not applicable to company.

14. 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 âAnnexure- IIâ.

15. 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 âAnnexure IIIâ to this Report.

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

Provision of Section 135 of Companies Act, 2013 does not apply to company.

17. BOARD EVALUATION;

Pursuant to the provisions of 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. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

18. CHANGE IN NATURE OF BUSNIESS;

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

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL;

- Designation of Mr. Ashok R. Paun and Mr. Dipak R. Paun changed from Director to Chairman & Managing Director and Wholetime Director, respectively with effect from January 24, 2018.

- Mr. Dhansukhbhai J. Devani and Mr. Rajesh J. Morzaria were appointed as independent director of the Company on January 24, 2018.

- Ms. Urmi A. Paun, Director of the company were appointed as Chief Financial Officer of the company on January 24, 2018, in addition to her directorship in the company.

- Ms. Meera K. Gudka were appointed as a Company Secretary and Compliance Officer of the Company on January 24, 2018.

- In accordance with the provisions of section 152 of the Companies Act, 2013 and the AOA of the Company Mr. Ashok R. Paun (DIN: 01662273), director retiring by rotation in the ensuing Annual General Meeting, being eligible offered himself for the reappointment.

20. 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.

21. EXTRACT OF ANNUAL RETURN;

The extracts of Annual Return in Form MGT-9, pursuant to the provisions of Section 92 (3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished herewith as âAnnexure Vâ and is attached to this Report.

22. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

23. 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.

24. STATUTORY AUDITORS AND AUDITOR''S REPORT;

At the 18^th Annual General Meeting held on September 30, 2014, M/s. Chetan Agarwal & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of 23^rd Annual General Meeting of the Company. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Chetan Agarwal & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL;

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules made there under, The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

26. SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. N S Dave & Associates (Proprietor Mr. Nandish S. Dave) a whole time Company Secretary in practice having Membership No. 13946, 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 âAnnexure VIâ

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT;

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The âCode of Conductâ is available on the Corporate Governance section of the Company''s website www.marvellifestyle.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

28. TRANSACTIONS WITH RELATED PARTIES;

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES;

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

30. RELATIONSHIP BETWEEN DIRECTORS INTER-SE;

Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Companies Act, 2013 in following manner.

Sr. No.	Name Of Director	Designation	Relation With Directors
1.	Mr. Ashok R. Paun	Chairman & Managing Director	Brother of Mr. Dipak R. Paun Husband of Mrs. Urmi A. Paun Brother in Law of Mrs. Dipti D. Paun
2.	Mr. Dipak R. Paun	Wholetime Director	Brother of Mr. Ashok R. Paun Husband of Dipti D. Paun Brother in Law of Mrs. Urmi A. Paun
3.	Mrs. Urmi A. Paun	Director & Chief Financial Officer	Wife of Mr. Ashok R. Paun Sister in Law of Mr. Dipak R. Paun Sister in Law of Mrs. Dipti D. Paun
4.	Mrs. Dipti D. Paun	Director	Wife of Mr. Dipak R. Paun Sister in Law of Mr. Ashok R. Paun Sister in Law of Mrs. Urmi A. Paun
5.	Mr. Dhansukhbhai J. Devani	Independent Director	Not Related To Any Director
6.	Mr. Rajesh J. Morzaria	Independent Director	Not Related To Any Director

31. INVESTOR COMLAINTS (COMPLAINTS) AND COMPLIANCE;

Company has not received any complaint from investor and as on date no complaints are pending.

32. 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 Company Secretary 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.

33. 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.

34. VIGIL MECHANISM;

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

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.

35. 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.

36. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

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

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;

18, the Company has not received any complaints on sexual harassment.

38. NAMES OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AS ON FINANCIAL YEAR END;

As on the Financial Year end date, Marvel Decor Limited is not holding any investment in Subsidiary, Associates and Joint Venture.

39. 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.

40. PARTICULARS OF REMUNERATION;

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

41. PARTICULARS OF EMPLOYEE;

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

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

1. 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 financial year:

Sr. No.	Name	Designation	Ratio against median employee''s remuneration
1.	Mr. Ashok R. Paun	Managing Director	22.57 : 1
2.	Mr. Dipak R. Paun	Whole-Time Director	15.80 : 1
3.	Ms. Urmi A. Paun	Director & CFO	11.29 : 1

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sr. No.	Name	Designation	% increase over the previous year
1.	Mr. Ashok R. Paun	Managing Director	25%
2.	Mr. Dipak R. Paun	Whole-Time Director	40%
3.	Ms. Urmi A. Paun	Director & CFO	25%

Total Number of Employees: 182

42. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI, Shareholders, Bankers to the Issue, RTA and Traders 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.

By behalf of the Board of Directors

MARVEL DECOR LIMITED

_T Shri Ashok R. Paun Shri Dipak R. Paun

Place: Jamnagar

Date: August 31, 2018 ^{Chairman and Wholetime Director}

Managing Director DIN: 01662090

DIN :01662273

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