The Board of Directors are pleased to present the 40th Annual Report of your Company containing the business
performance and the Audited Financial Statements for the Financial Year ended March 31,2025.

1. FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED)

The above figures are extracted from the Standalone and Consolidated Financial Statements for the
Financial Year ended March 31, 2025, forming part of this Annual Report, which have been prepared in
accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and
provisions of Section 133 of Companies Act, 2013 (‘the Act') read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE/ STATE OF THE COMPANY’S AFFAIRS

Consolidated-

• Revenue from operations for year ended March 31, 2025 stood at INR 689.94 Crores as against INR
564.52 Crores for the previous year ended March 31,2024.

• Net Profit after Tax (NPAT) for year ended March 31, 2025 stood at INR 40.66 Crores as against INR
46.59 Crores for year ended March 31,2024.

• EBIDTA for year ended March 31,2025 stood at INR 92.23 Crores as against INR 94.3 Crores for year
ended March 31, 2024.

Standalone-

• Revenue from operations for year ended March 31, 2025 stood at INR 658.91 Crores as against INR
535.85 Crores for the previous year ended March 31,2024.

• NPAT for year ended March 31,2025 stood at INR 39.83 Crores versus INR 42.11 Crores for year ended
March 31, 2024

• EBIDTA for year ended March 31,2025 stood at INR 89.72 Crores as against INR 88.37 Crores for year
ended March 31,2024

3. DIVIDEND

The Board of Directors have decided to retain the resources to fuel the growth and objectives of the Company
and therefore, have not recommended any dividend for the Financial Year ended March 31, 2025. The
Directors are confident to derive optimum utilization out of the same, which shall be in the best interest of the
stakeholders.

4. SHARE CAPITAL

The Authorised Share Capital of the Company is INR 26,00,00,000/- divided into 2,60,00,000 equity shares of
face value of INR 10/- each. The paid-up share capital of the Company is INR 24,31,90,000/- divided into
2,43,19,000 equity shares of face value of INR 10/- each.

During the F.Y. 2024-25 there was no change in the share capital of the Company.

5. RESERVES

There were no appropriations to reserves/ general reserves during the year under review. The closing balance
of the retained earnings of the Company for the FY 2024-25 is INR. 219.64 Crores on standalone basis and
INR 222.89 Crores on consolidated basis.

6. DEPOSITS/ LOANS FROM DIRECTORS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 and 76 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014 and Chapter V of the Act. The Company
has not accepted any deposit or any loan from the directors during the year under review.

7. SUBSIDIARY OR ASSOCIATE OR JOINT VENTURE COMPANY

The Company has two wholly owned subsidiaries as on March 31,2025, namely:

i. Faze Three US LLC

The Company has a wholly owned subsidiary (WOS) in USA viz. Faze Three US LLC which is a front
office of the Company in uSa and is actively engaged in sourcing local business within USA for supplying
the Company's range of products to stores/ retailers.

The Total Income of WOS for FY 2024-25 stood at USD 0.83 MN [INR 6.99 Crores] vs USD 1.17 MN [INR
9.72 Crores] for FY 2023-24. The Profit before Tax for FY 2024-25 stood at USD -0.064 MN [INR 0.5
Crores] as against PAT of USD 0.15 MN [INR 1.32 Crores] during previous year.

ii. Mats and More Private Limited

The Company has a wholly owned subsidiary (WOS) incorporated in India viz. Mats and More Private
Limited. The WOS is engaged in the business of manufacturing, import, export and dealing in patio mats,
floor covering, indoor and outdoor furnishing products including other furnishing products.

The Total Income of WOS for FY 2024-25 stood at INR 26.75 Crores vs INR 21.69 Crores for FY 2023-24.
The PBT for FY 2024-25 stood at INR 2.34 Crores vs INR 3.85 Crores for FY 2023-24.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial
statements of the WOS in Form AOC-1 forms part of this Annual Report as ANNEXURE I. Copies of the
financial statements of the subsidiary companies are available on the Company's website at
https://www.fazethree.com/investors/financial-results.

During the year under review, no company has become or has ceased to be a Subsidiary, Associate or Joint
Venture of the Company.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act, with respect to the Director's Responsibility
Statement, the Directors hereby confirm that:

(i) in the preparation of the Annual Financial Statements for the year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;

(ii) such accounting policies as mentioned in Notes to Financial Statements have been selected and applied
consistently and judgements and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the Profit of the
Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Financial Statements for the year ended March 31, 2025 have been prepared on a going
concern basis;

(v) proper internal financial controls were in place to be followed by the Company and that the financial
controls were adequate and were operating effectively;

(vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that
such systems were adequate and operating effectively.

9. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart
from other Board businesses. In case of any urgent business need, where the meeting of the Board of
Directors is not envisaged, the Board's approval is taken by passing resolutions by circulation, as permitted by
law, which are noted and confirmed in the subsequent Board Meeting.

The details of number of Board meetings of the Company are set out in the Corporate Governance Report,
which forms part of this Report. The intervening time gap between two consecutive Meetings was within the
period prescribed under the Act.

10. COMMITTEES OF THE BOARD

The details of all the Committees of the Board along with their terms of reference, composition and meetings
held during the year are provided in the Corporate Governance Report which forms a part of this Report.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR

As on March 31,2025, the Board of Directors of the Company comprised of the following:

Mr. Ajay Anand : Chairman and Managing Director

Mr. Sanjay Anand : Whole Time Director

Mrs. Rashmi Anand : Non-Executive Director

Mr. Chuji Kondo : Independent Director

Mr. James Leonard : Independent Director

Mr. Manan Shah : Independent Director

Mr. Vinit Rathod : Independent Director

Mr. Devajyoti Bhattacharya : Independent Director

During the year under review, Mr. Devajyoti Bhattacharya was appointed first as an Additional Director by the
Board on November 13, 2024, whose appointment was later regularized as an Independent Director by the
Shareholders of the Company by passing a Special Resolution on January 16, 2025 via Postal Ballot, thereby
changing the composition of the Board.

Moreover, following Directors were re-appointed by the Shareholders of the Company at the last AGM held in
2024 by way of special resolution:

1. Mr. Ajay Anand (DIN: 00373248) as the Managing Director of the Company for a period of 5 (five) years
with effect from April 1,2025 to March 31,2030.

2. Mr. Sanjay Anand (DIN: 01367853) as the Whole-time Director of the Company for a period of 5 (Five)
years with effect from April 1,2025 to March 31,2030

On the basis of the written representations received from the Directors, none of the above Directors is
disqualified under Section 164 of the Act.

During the year under review, no changes took place in the position of Key Managerial Personnel.

Accordingly, following are the Key Managerial Personnel of the Company as on March 31,2025:

Mr. Ajay Anand : Managing Director

Mr. Sanjay Anand : Whole - time Director

Mr. Ankit Madhwani : Chief Financial Officer

Mr. Akram Sati : Company Secretary & Compliance Officer

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions
of Section 203 of the Act.

12. PERFORMANCE EVALUATION OF BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Securities and
Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements), Regulations 2015
(“Listing Regulations”), a formal evaluation of Board's performance and that of its Chairperson, its Committees
and individual directors has been carried out by the Board.

The evaluation of all the directors including independent directors was carried out by the entire Board, except
for the director being evaluated. The performance is evaluated after seeking inputs from all the Directors,
through a structured questionnaire, on the basis of the criteria such as the Board composition and structure,
experience and competencies, attendance, effectiveness of board processes, information and functioning,
independent approach, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the sEbI on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, attendance of the members,
recommendations to the Board and their implementation, effectiveness of committee meetings, etc.

The Independent Directors at their separate meeting held on January 27, 2025 evaluated the performance of
the Non-Independent Directors and the Board as a whole, the Chairman of the Board after considering the
views of other Directors and assessed the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

The Board of Directors expressed their satisfaction with the outcome of the aforesaid performance
evaluations.

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted requisite declarations confirming that they:

i. meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations and are independent;

ii. have complied with the Code of Conduct laid down under Schedule IV of the Act and

iii. they have valid registration with the Independent Director's Databank maintained by the Indian Institute
of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise
required under all applicable laws and the policies of the Databank.

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board members are provided with necessary documents, reports and internal policies to enable them to
familiarize with the Company's procedures and practices.

Pursuant to the SEBI regulations, the Company organizes Familiarization Programme periodically for the
Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the
Company, nature of industry in which the Company operates, business model of the Company, etc. The Board
familiarization process comprises of the induction programme for new Independent Directors, sessions on
business and functional issues and strategy making. Periodic presentations are made at the Board and
Committee meetings on business and performance updates of the Company including finance, sales, and
overview of business operations, business strategy and risks involved.

During the year under review, the Independent Directors were familiarized on business model, key updates on
business performance, and legal/ regulatory updates at Board Meetings as well as through periodic reports.

The policy for Familiarization Programme for the Independent Directors is available on website of the
Company at https://www.fazethree.com/investors/corporate-governance.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Act and Regulation 19(4)
read with Part D of Schedule II of the Listing Regulations, your Company has adopted a Policy on Nomination &
Remuneration which inter alia, includes the criteria for determining qualifications, positive attributes and
independence of Directors, and remuneration for the directors, key managerial personnel and other
employees. The said policy can be accessed on the website of the Company at
https://www.fazethree.com/investors/policies

16. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration of employees as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to the Report as ANnExURE II.

The information pursuant to Section 197 of the Act read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided
as a separate Annexure forming part of this report which will be provided on request. In terms of Section 136 of
the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the
said information, however, it is available for inspection by the shareholders in electronic mode, up to the date of
AGM. Members can inspect the same by sending an email to the Company Secretary in advance at
cs@fazethree.com.

Further, as on March 31,2025, the Company has no employee who:

(i) if employed throughout the financial year, was in receipt of remuneration, in aggregate of INR 102.00
Lakhs or more, per annum or

(ii) if employed for part of the financial year, was in receipt of remuneration, in aggregate of INR 8.50 lakhs or
more, per month or

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which,
in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the company.

17. RECEIPT OF ANY COMMISSION FROM COMPANY OR RECEIPT OF COMMISSION/REMUNERATION
FROM ITS HOLDING OR SUBSIDIARY COMPANY BY MD / WTD / ANY DIRECTOR

During the year under review, the Company has not paid any commission to any of its Directors. Further, the
Company does not have a holding company and none of the Directors of the Company have received any
commission/ remuneration from its subsidiary companies.

18. ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return for Financial Year ended March 31,
2025, is placed on the website of the Company at https://www.fazethree.com/investors/corporate-
governance.

19. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)

A business cannot operate in isolation. To be truly profitable and sustainable, it must actively embrace its social
responsibilities. The Company firmly believes that creating a positive synergy between business objectives
and social impact is essential for long-term value creation. Social Responsibility has always been regarded as
a core pillar of the Company's sustainable growth strategy. Over the years, the Company has contributed
meaningfully to various social causes, reflecting its commitment to inclusive development. The management
remains dedicated to the upliftment of society and the conservation of natural resources—both of which are
vital for holistic and enduring economic progress.

During the FY 2024-25, the Company's CSR obligation was INR 1,35,25,978/- (Rupees One Crore Thirty-Five
Lakh Twenty-Five Thousand Nine Hundred and Seventy-Eight Only), being 2% of the average net profit during
the preceding 3 year, towards the CSR contribution pursuant to the Rule 7(3) of the Companies (Corporate
Social Responsibility Policy) Rules, 2014. However, post set-off of INR 23,16,233/- (Rupees Twenty-Three
Lakh Sixteen Thousand Two Hundred and Thirty-Three Only), being excess amount spent in previous financial
years, the Company was required to spend INR 1,12,09,745 /- (Rupees One Crore Twelve Lakh Nine
Thousand Seven Hundred and Forty-Five Only) during FY 24-25.

However, on recommendation of the CSR Committee, the Company made a total CSR contribution of INR
1,20,00,000/- (Rupees One Crore and Twenty Lakh Only) during Fy 2024-25 towards CSR activities by way of
donations to Trusts/Societies working for the betterment and holistic upliftment of underprivileged sections of
society. These contributions were aimed at supporting initiatives in areas such as health awareness, quality
education, vocational training, and empowerment of economically weaker communities. The Company
remains committed to making meaningful and focused interventions in line with its CSR policy and continues to
support causes that promote inclusive development and social welfare, particularly in underserved regions.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the annual report on
Corporate Social Responsibility (CSR) activities as per format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed as ANNEXURE III to this report.

The CSR policy has been posted on the website of the Company at https://www.fazethree.com/investors/
policies.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange
earnings and outgoings is annexed to this report as ANNEXURE IV.

21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from
the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into
pursuant to omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

During the financial year, the Company has entered into transactions with related parties as defined under
Section 2(76) of the Act and Listing Regulations. All related party transactions were carried out at arm's length
price and in the ordinary course of business.

Further, as per the Listing Regulations, if any related party transaction exceeds Rs 1,000 crore or 10% of the
annual consolidated turnover as per the last audited financial statement, whichever is lower, would be
considered as material and require Members approval. In this regard, the Company had taken necessary
approval of the Members of the Company for Material Related Party Transactions undertaken with Faze Three
Autofab Limited during the year under review. However, there were no material transactions of the Company
with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and,
hence, the same is not required to be provided.

However, details of Related Parties and the transactions entered with them have been disclosed as required by
the Indian Accounting Standards in the notes to the Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved
by the Board is available at https://www.fazethree.com/investors/policies .

22. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments, affecting the financial position of the Company occurred between the
end of the financial year of the Company i.e. March 31,2025 and the date of the Directors' report.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors
and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to
report concerns about unethical behavior and provide appropriate avenues to the Directors and employees to

bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the
Code of Conduct of the Company and to report concerns about unethical behavior. No person has been denied
access to the Chairman of the Audit Committee. The said policy has been posted on the website of the
Company at https://www.fazethree.com/investors/policies

During the year under review, no complaint or adverse reporting was received by the designated officer of the
Company.

24. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted
Prevention of Sexual Harassment Policy in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is
available on the website of the Company at https://www.fazethree.com/investors/policies

The Company has complied with the provisions relating to the constitution of the Internal Committee as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the year under review.

25. RISK MANAGEMENT

The Company has in place a mechanism to inform Board of Directors about the Risk assessment and risk
minimization procedures and periodical reviews to ensure that risk is controlled by the management through
the means of a properly laid-out framework. The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

26. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control systems, commensurate with the size, scale and complexity of its
operations, which monitors business processes, financial reporting and compliance with applicable
regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of
time bound action plans to improve efficiency at all the levels.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the Listing Regulations is
enclosed as ANNEXURE V.

28. CORPORATE GOVERNANCE

The Company believes in transparency and adhering to good corporate governance practices in every sphere
of its operations. The Company has taken adequate steps to comply with the applicable provisions of
Corporate Governance as stipulated in the Regulation 15(2) of the Listing Regulations. A report on Corporate
Governance is annexed to this report as ANNEXURE VI.

The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification
on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations,
copy of which forms part of the annexed Corporate Governance Report.

29. AUDITORS AND THEIR REPORT

A. STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. MSKA & Associates Chartered Accountants (Firm Registration No. 105047W), were appointed as
the Statutory Auditor by the Members of the Company at the 37th Annual General Meeting of the
Company, for a period of 5 years and shall hold the office till the conclusion of the 42nd Annual General
Meeting of the Company, to be held in the calendar year 2027.

The Auditor's Report on IND AS Financial Statements (Standalone and Consolidated) of the Company for
the FY 2024-25, as submitted by M/s. MSKA & Associates, Chartered Accountants, does not contain any
qualifications, reservations or adverse remarks and are self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and
Rules framed thereunder either to the Company or to the Central Government.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the FY 2024-25 was
undertaken by M/s. Sanjay Dholakia & Associates, Practicing Company Secretary, which, inter alia,
included audit of compliance with the Companies Act, 2013, and the Rules made thereunder, the Listing
Regulations and other Regulations and Acts applicable to the Company. The Secretarial Audit Report is
annexed to this report as ANNEXURE VII.

The Secretarial Auditors' Report for the Financial Year ended March 31, 2025, does not contain any
reservation, qualification or adverse remark.

30. COST AUDIT AND RECORDS

The Company maintains the cost records of its products as per the provisions of sub-section (1) of Section 148
of the Act. Pursuant to the provisions of sub-section (2) of Section 148 of the Act read with Rule 4(3)(i) of the
Companies (Cost Records and Audit) Rules, 2014, the requirement of Cost Audit is not applicable to the
Company.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Act, are provided in the notes to
the Financial Statements forming part of this Annual Report.

32. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has not used any differential treatment which is not in compliance with Accounting Standards
and the financials of the Company depict a true and fair view of the state of affairs of the Company.

33. COMPLIANCE WITH SECRETARIAL STANDARDS BY ICSI

During the year under review, the Company has complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.

34. BUSINESS RESPONSIBILITY AND SUSTAIN ABILITY REPORT (“BRSR")

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an
environmental, social and governance perspective, are provided in the Business Responsibility and
Sustainability Report (“BRSR") for the Financial Year 2024-25 which is included as a separate section in the
Annual Report. The Company has prepared the BRSR report on a voluntary basis.

35. POLICIES AS REQUIRED UNDER VARIOUS LAWS

The Act and the SEBI Regulations mandate the formulation of certain policies for all listed Companies, the same
are formulated by the Company, approved by the Board and amended from time to time. The said mandated
policies are also available at the website of the Company at https://www.fazethree.com/investors/policies. The
policies are as follows:

a. ‘Documents Retention & Archival Policy' as per Regulation 9 and Regulation 30 of the Listing Regulations

b. ‘Policy for determining Materiality of events / information' as per Regulation 30 of the Listing Regulations

c. ‘Policy for determining Material Subsidiary' as per Regulation 16(1)(c) of the Listing Regulations

d. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and
‘Insider Trading Policy' as per the SEBI (Prohibition of Insider Trading) Regulation, 2015;

e. ‘Code of Conduct for Directors and Senior Managerial Personnel' as per Regulation 17 (5) of the Lising
Regulations.

36. EMPLOYEE STOCK OPTION SCHEME

The Company has adopted and implemented Faze Three Employee Stock Option Scheme 2024 (‘the
Scheme') which was approved by the Shareholders of the Company at their 39th Annual General Meeting held
in 2024 for granting Stock Options to the eligible employees.

The Scheme is in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (‘SBEB & SE Regulations'). There has been no material variation in the Scheme.

The certificate from the Secretarial Auditor of the Company on the implementation of the Scheme in
accordance with the SBEB & SE Regulations (including any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force), has been uploaded on the website of the Company at
https://www.fazethree.com/investors/esop

Further, the details required to be disclosed as per Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 and Regulation 14 read with Part F of Schedule I of SBEB & SE Regulations are available on the
website of the Company at https://www.fazethree.com/investors/esop

The disclosure with respect to Section 67(3)(c) of the Act read with Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014 is not applicable to the Company during the year under review.

37. OTHER DISCLOSURES

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

• The Company has not issued any shares with differential rights as to dividend, voting or otherwise during
the year under review.

• The Company has not issued any Sweat Equity or Bonus Shares during the year.

• There were no revisions in the financial statements or the Directors' Report of the Company.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC,
2016"), hence, the requirement to disclose the details of application made or any proceeding pending
under the IBC, 2016 during the year along with their status as at the end of the financial year is not
applicable.

• The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable during the year under review.

• There are no significant material orders passed by the Regulators/ Courts against the Company which
would impact the going concern status of the Company and its future operations.

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund
(IEPF) as on March 31, 2025. However, the unclaimed interim dividend declared for the financial year
2017-18, which had been duly transferred to the Unclaimed Dividend Account in accordance with the
provisions of Section 124 of the Companies Act, 2013, is due for transfer to the IEPF on June 26, 2025. All
the concerned shareholders have been duly notified and reminded to claim their respective claims prior to
the afore-mentioned date.

38. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees,
Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.

For and on behalf of Board of Directors
Faze Three Limited

Sd/-
Ajay Anand

Date: May 23, 2025 Chairman & Managing Director

Place: Mumbai DIN: 00373248