FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026

Dear Shareholders,

Your Directors are pleased to present the 41st Annual Report of your Company and the Audited Financial Statements for the Financial Year ended March 31, 2026 ('the Year' or 'FY 2025-26').

1. FINANCIAL PERFORMANCE SUMMARY/ HIGHLIGHTS (STANDALONE & CONSOLIDATED)

(INR in Crores except EPS)

Note- The above figures are extracted from the Standalone and Consolidated Financial Statements for the FY ended March 31, 2026, 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. STATE OF THE COMPANY'S AFFAIRS

Consolidated-

Revenue from operations (net of rebate/drawback of taxes and duties) for year ended March 31, 2026 stood at INR 878.62 Crores Crores as against INR 654.75 Crores for the previous year ended March 31, 2025.

Net Profit after Tax (‘NPAT') for year ended March 31, 2026 stood at INR 33.57 Crores as against INR 40.66 Crores for year ended March 31, 2025.

Earnings before interest, depreciation taxes and amortization (‘EBIDTA') for year ended March 31, 2026 stood at INR 92.24 Crores as against INR 92.23 Crores for year ended March 31, 2025.

The consolidated revenue of the Company for FY 2025-26 increased 33% Year-on-Year, reflecting strong execution and customer demand despite the impact of tariff disruptions throughout April 2025 February 2026 and significant uncertainty affecting industry and global markets.

The company reported its lowest EBITDA margin of 2.66% in Q2FY26, primarily due to mark-to-market losses on its USD/INR forward contracts following the sharp depreciation of the rupee, with the USD/INR exchange rate moving from Rs. 85.7 to 88.8 amid trade-related policy volatility.

EBITDA margins subsequently rebounded to 13.25% in Q4FY26, up from 9.15% in Q3FY26, supported by operating leverage from higher revenues, the unwinding of tariff-related impacts, a more favorable USD/INR environment, and improving sentiment around trade agreements.

Management remains optimistic that margins will continue to improve as revenues scale further.

Standalone-

Revenue from operations (net of rebate/drawback of taxes and duties) for year ended March 31, 2026 stood at INR 815.74 Crores as against INR 623.72 Crores for the previous year ended March 31, 2025.

NPAT for year ended March 31, 2026 stood at INR 28.05 Crores versus INR 39.83 Crores for year ended March 31, 2025

EBIDTA for year ended March 31, 2026 stood at INR 82.06 Crores as against INR 89.72 Crores for year ended March 31, 2025

Credit Rating-

CARE Ratings Ltd. reaffirmed the Company's Long-term & Short-term Bank Facility ratings at A (Stable) / A1 in September 2025

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, 2026. The Directors are confident that reinvesting these resources will ensure their optimal utilization and serve the best long-term interests of our 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. 2025-26 there was no change in the share capital of the Company.

5. RESERVES

There was no transfer of any amount to general reserves during the year under review. The closing balance of the retained earnings of the Company for the FY 2025-26 is INR. 246.92 Crores on standalone basis and INR 255.80 Crores on consolidated basis.

6. DEPOSITS/ LOANS FROM DIRECTORS

The Company has not accepted or renewed 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. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has two wholly owned subsidiaries as on March 31, 2026, 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. The subsidiary is actively engaged in developing local business opportunities and facilitating the supply of the Company's product range to retailers and stores across the U.S.

The Total Income of this WOS for year ended March 31, 2026 stood at USD 10.91 MN [INR 98.39 Crores] vs USD 0.83 MN [INR 6.99 Crores] for year ended March 31, 2025. The PAT for year ended March 31, 2026 stood at USD 0.61 MN [INR 5.84 Crores] as against USD -0.064 MN [INR -0.5 Crores] year ended March 31, 2025.

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 2025-26 stood at INR 36.95 Crores vs INR 26.75 Crores for FY 2024-25. The PAT for FY 2025-26 stood at INR 0.08 Crores vs INR 1.94 Crores for FY 2024-25.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, 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 read with Section 134(5) 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, 2026, 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, 2026 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, 2026 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 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 deliberate and decide on Company's and Business' policies and strategies 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 subsequently noted and confirmed in the next 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 Board has met at least once in every Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days.

The Board Committees form an integral part of the Company's governance framework and have been constituted in accordance with applicable regulatory requirements to focus on specific areas and activities that warrant detailed oversight and informed decision making.

The Company has the following 5 (Five) Board- level Committee(s), which have been established in compliance with the requirements of the business and relevant provisions of applicable laws:

i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders Relationship Committee; iv. Corporate Social Responsibility Committee; v. Management Committee.

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.

As on March 31, 2026, the Board of Directors of the Company comprised of the following:

A brief profile of the Directors is set out in the Corporate Governance Report forming part of this Report.

During the year under review, while Mr. Ajay Anand was re-appointed as the Managing Director and Mr. Sanjay Anand as the Whole Time Director of the Company w.e.f. April 01, 2025, upon completion of their previous tenure; there was no change in the overall composition of the Board.

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

Further, following were the Key Managerial Personnels of the Company as on March 31, 2026:

During the year under review, no changes occurred in the positions of Key Managerial Personnel, other than the re-appointments mentioned above.

The Company has complied with the requirements of appointment of Key Managerial Personnel as per the provisions of Section 203 of the Act. Further, any vacancies in the offices of the Board or Key Managerial Personnel, if arising, are duly filled in accordance with the provisions of the Act and Regulation 26A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Listing Regulations, a formal evaluation of Board's performance including that of its Chairperson, Committees and individual Directors was 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 February 27, 2026 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 overall evaluation reflected strong effectiveness and positive feedback on governance, oversight and strategic decisions. Directors, and Committees were appreciated for clarity, collaboration, and meaningful contributions.

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 abided by other provisions of Section 149 of the Act and Regulation 16 of the Listing Regulation

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.

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.

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

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 details of top ten employees of the Company in terms of remuneration drawn and particulars of the employee drawing remuneration in excess of the limits set out in the said Rule 5(2)(iii), 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, disclosures pursuant to Rule 5(2)(I) and (ii) is not applicable to the Company as the Company has no employee, as on March 31, 2026, 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.

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.

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 FY ended March 31, 2026, is placed on the website of the Company at https://www.fazethree.com/investors/corporate-governance.

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 2025-26, the Company's CSR obligation was INR 1,15,18,423/- (Rupees One Crore Fifteen Lakh Eighteen Thousand Four Hundred and Twenty-Three Only), being 2% of the average net profit during the preceding 3 financial years, towards the CSR contribution pursuant to Section 135(5) of the Companies Act, 2013. However, post set-off of INR 7,90,255/- (Rupees Seven lakh Ninety Thousand Two Hundred and Fifty-Five Only), being excess amount spent in previous financial year, the Company was required to spend INR 1,07,28,167 /- (Rupees One Crore Seven Lakh Twenty-Eight Thousand One Hundred and Sixty-Seven Only) during FY 25-26.

However, on recommendation of the CSR Committee, the Company made a total CSR contribution of INR 1,31,85,000/-(Rupees One Crore Thirty-One Lakh Eighty-Five Thousand Only) during FY 2025-26 towards CSR activities by way of donations to Gurukulam "Shree Hemchandracharya Sanskrit Pathshala" an institution dedicated to the promotion of education and sports and the preservation of India's rich philosophical, art, cultural, linguistic and national heritage. The contribution was utilized to support educational initiatives, including extra curriculum activities and skill development. 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.

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.

During the Financial Year, the Company has entered into transactions with Related Parties as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations. All such Related Party Transactions were carried out at arm's length price and in the ordinary course of business, with prior approval of the Audit Committee.

In accordance with the first proviso of Section 177(4)(iv) of the Act read with Regulation 23(3) of the Listing Regulations, prior omnibus approval was obtained from the Audit Committee in respect of the transactions which were repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

Further, as per the Listing Regulations before the amendment dated December 19, 2025, if any related party transaction(s) exceeded Rs 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever was lower, was considered as material and required 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 FY 2025-26 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 revised 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 .

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, 2026 and the date of the Directors' report.

The Company has adopted the Whistle Blower Policy and established the vigil mechanism in compliance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, for Directors and Employees to report concerns about unethical behavior and to provide them appropriate channels 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.

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.

The following is summary of sexual harassment complaints received and disposed of during the FY 2025-26:

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

The Company has put in place an Enterprise Risk Management Framework for the identification, assessment, evaluation, addressing and monitoring of risks associated with its business operations including financial, operational, compliance and strategic risks.

The risks faced by the Company evolve in tandem with its aims, structure, and business environment. To maintain effective controls, the Company conducts comprehensive and proactive risk assessments on a regular basis via checking system of maker, checker and approver.

Appropriate risk mitigation measures are implemented, wherever required, and periodic reviews are undertaken to ensure effective management and control of such risks.

The Company has designed and implemented a process driven framework for Internal Financial Controls within the meaning of the explanation of Section 134(5) of the Act, the Listing Regulations and other relevant statutes applicable to the Company which monitors financial reporting and compliance with applicable regulations. The Company has Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs.

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

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.

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 AGM of the Company, for a period of 5 years and shall hold the office till the conclusion of the 42nd AGM of the Company, to be held in the calendar year 2027.

During the period under review, M/s. MSKA & Associates, Chartered Accountants, a partnership firm, was converted into M/s. MSKA & Associates LLP, Chartered Accountants, a Limited Liability Partnership, bearing Firm Registration No. 105047W/W101187. This conversion did not result in any change to the existing audit engagement, and the Auditor continues to function and discharge its responsibilities as the Statutory Auditor of the Company for the remainder of its current tenure. The Company had also duly submitted this information to the Stock Exchange.

The Auditor's Report on the Financial Statements (Standalone and Consolidated) of the Company for the FY 2025-26, as submitted by M/s. MSKA & Associates LLP, 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.

Pursuant to the provisions of Regulation 24A and other applicable provisions of the Listing Regulations and Section 204 of the Act and the rules made thereunder, Mr. Sanjay Dholakia of M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries (Membership No.: 2655 / Certificate of Practice No.: 1798) was appointed as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years commencing from April 01, 2025 to March 31, 2030, to conduct the Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

Accordingly, the Secretarial Audit of the Company for the FY 2025-26 was undertaken by M/s. Sanjay Dholakia & Associates, which, inter alia, included audit of compliance with the Act, 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 FY ended March 31, 2026, does not contain any reservation or qualification. However, it includes an observation pertaining to the delay in the filing of Form MGT-15 (Report on AGM) in respect of the AGM held on September 05, 2025, within the prescribed timeline.

The Board wishes to clarify that the aforesaid form was required to be signed by the Company Secretary (‘CS'), however, due to an error in the membership number of the CS recorded in the Ministry of Corporate Affairs (‘MCA') database, the signed form could not be filed with the MCA and hence, due to this technical difficulty, there was a delay in filing the form. The form was filed immediately upon resolution of the technical issue. Accordingly, the delay was procedural in nature and did not have any material impact on the Company's compliance framework.

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.

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.

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.

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

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance (ESG) perspective, are detailed in the Business Responsibility and Sustainability Report ("BRSR") for the Financial Year 2025-26 which forms a separate section in the Annual Report. The Company has prepared the BRSR voluntarily, underscoring its commitment to transparent and responsible business practices.

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.

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 the aforementioned link .

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.

* 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, 2026. However, during the period under review, the unclaimed interim dividend declared for FY 2017-18, which had earlier been transferred to the Unclaimed Dividend Account in accordance with the provisions of Section 124 of the Act, was duly transferred to the IEPF Authority on July 10, 2025 in compliance with the said provisions. The corresponding shares were also consequently transferred to the IEPF Authority on July 17, 2025.

**Shareholders may note that the concerned shareholders can still claim their share(s) and dividend(s) from the Authority by submitting an online application in the prescribed Form IEPF-5, available on the website www.iepf.gov.in, and forwarding a physical copy to the Company's Nodal Officer along with the requisite documents listed in Form IEPF-5.

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