FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
To,
The members of
Faze Three Limited
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)
(INR in Crores)
Particulars |
For the Year |
For the Year |
For the Year |
For the Year |
|
ended |
ended |
ended |
ended |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
(Standalone) |
(Standalone) |
(Consolidated) |
(Consolidated) |
| Revenue from Operations |
658.91 |
535.85 |
689.94 |
564.52 |
| Other Income |
14.02 |
8.70 |
11.80 |
7.80 |
Total Income |
672.93 |
544.55 |
701.74 |
572.32 |
Less- Total expenses |
621.51 |
487.31 |
649.09 |
509.87 |
Profit before tax |
51.42 |
57.24 |
52.65 |
62.45 |
| Less - Tax expense |
|
|
|
|
| (incl. deferred tax) |
11.59 |
15.13 |
11.99 |
15.86 |
Profit for the year |
39.83 |
42.11 |
40.66 |
46.59 |
| Other comprehensive income |
|
|
|
|
| for the year |
(0.28) |
(0.56) |
(0.27) |
(0.56) |
Total comprehensive income |
|
|
|
|
for the year |
39.55 |
41.55 |
40.39 |
46.03 |
Earnings per share (INR) |
|
|
|
|
Basic |
16.38 |
17.31 |
16.72 |
19.16 |
Diluted |
16.38 |
17.31 |
16.72 |
19.16 |
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.
FORM NO. AOC- 1 - STATEMENT CONTAINING SALIENT FEATURES OF THE
FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
(Pursuant to First proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries:
Name of the subsidiary |
Faze Three US LLC |
Mats and More Private Limited |
|
|
(Foreign Wholly owned
subsidiary) |
(Indian Wholly owned subsidiary) |
The date since when the
subsidiary |
October |
16, 2017 |
March 11, 2022 |
| was acquired |
|
|
|
|
Reporting period for the
subsidiary |
April 01, 2024 March |
31, 2025 |
April 01, 2024 March 31, 2025 |
concerned, if different from the |
|
|
|
holding company's reporting
period |
|
|
|
Reporting currency and Exchange |
Reporting Currency - US Dollar |
Not applicable |
rate as on the last date of the |
(USD) Exchange Rate as on |
|
relevant financial year in case
of |
March 28, 2025 - |
|
foreign subsidiaries. |
|
|
|
|
|
1 USD = INR |
85.5814 |
|
|
|
(Amount in INR Crores) |
(Amount in INR Crores) |
| Share Capital |
|
|
2.44 |
0.10 |
Reserves & surplus |
|
(0.97) |
5.12 |
| Total assets |
|
|
1.55 |
58.78 |
| Total liabilities |
(other than equity) |
|
0.27 |
53.56 |
| Investments |
|
|
- |
- |
| Turnover |
|
|
6.99 |
26.63 |
Profit / (Loss) before taxation |
|
-0.51 |
2.34 |
| Tax Expense |
|
|
-0.01 |
0.40 |
Profit / (Loss) after taxation |
|
-0.50 |
1.94 |
Proposed Dividend |
|
- |
- |
% of shareholding |
|
100% |
100% |
Notes:
1. Names of subsidiaries which are yet to commence operations: None
2. Names of subsidiaries which have been liquidated or sold during the
year: None
3. Information under Part B is not applicable to the Company.
ANNEXURE II
Statement of Disclosure of Remuneration under Section 197 of Companies
Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Name of Director |
Designation |
Ratio to median remuneration of the
Employees |
| Mr. Ajay Anand |
Managing Director |
20.42:1 |
| Mr. Sanjay Anand |
Whole time Director |
11.43:1 |
Note: Since Non-Executive and Independent Directors received
no remuneration, except sitting fees for attending Board / Committee meetings, the
required details are not applicable.
2. The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year:
Name |
Designation |
% Increase / Decrease of remuneration in
2025 |
|
|
as compared to 2024 |
| Mr. Ajay Anand |
Managing Director |
Nil |
| Mr. Sanjay Anand |
Whole Time Director |
Nil |
| Mr. Ankit Madhwani |
Chief Financial Officer |
Nil |
| Mr. Akram Sati |
Company Secretary |
NA* |
*Mr. Akram Sati was appointed as the Company Secretary w.e.f.
January 5, 2024, hence, his remuneration for the Financial Year 2024 25 is not comparable
to that of 2023 24.
3. The percentage increase in median remuneration of employees in the
financial year 15.31%
4. There were 857 permanent employees on the rolls of the Company as on
March 31, 2025.
5. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average percentage increase made in the salaries of employees other
than managerial remuneration was in the range of 16.32 % whereas the
increase in the remuneration of Managerial personnel was Nil
6. We hereby affirm that the remuneration paid during the year ended
March 31, 2025 is as per the Remuneration Policy of the Company.
ANNEXURE III
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company
The Company has always recognized that its business is a part of the
community where it operates. The CSR activities/projects are aligned to assist weaker and
underprivileged sections of the society. The Company strives to implement its CSR
programmes directly or in collaboration with other associations/trusts/NGO registered with
concerned regulatory authorities who has expertise as well as establish presence in area
for effective implementation of projects / use of funds.
The Company has undertaken various CSR initiatives so far including
promoting skill and education among children and for the socially & economically
marginalized communities especially scheduled castes, scheduled tribes, minorities, BPL's
and other backward communities etc. The Company will continue to contribute in these areas
and will simultaneously explore the opportunities to contribute towards other social
causes through its CSR program.
2. Composition of CSR Committee:
Sr. No. Name of the
Director |
Designation/ Nature of Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Mr. Ajay Anand |
Chairperson/Executive
Director |
2 |
2 |
| 2. Mr. Manan Shah |
Member/Independent Director |
2 |
2 |
| 3. Mr. Sanjay Anand |
Member/Executive Director |
2 |
2 |
3. The web-link where
Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company. |
Committee Composition:
https://www.fazethree.com/investors/board- committees CSR Policy: |
|
https://www.fazethree.com/investors/policies |
4. Executive summary along
with web link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule
(3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if
applicable. |
Not Applicable |
5. (a) Average net profit of the company as per section 135(5): INR
67,62,98,890/-
(b) Two percent of average net profit of the company as per section
135(5): INR 1,35,25,978/-
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL (d) Amount required to be set off for the financial
year, if any: INR 23,16,233/- (e) Total CSR obligation for the financial year (b+c-d): INR
1,12,09,745/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project) : INR
1,20,00,000/-
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Not Applicable
(d) Total amount spent for the Financial Year (a+b+c): INR
1,20,00,000/-
(e) CSR amount spent or unspent for the financial year:
Total Amount |
|
Amount Unspent (in INR) |
|
Spent for the Financial
Year (in INR) |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
|
Amount |
Date of Transfer |
Name of Fund |
Amount |
Date of Transfer |
| 1,20,00,000 |
Nil |
N.A. |
N.A. |
Nil |
N.A. |
(f) Excess amount for set off, if any:
Sr. No. Particular |
Amount (in INR) |
| (i) Two percent of average net profit of the
company as per Section 135(5)* |
1,12,09,745 |
| (ii) Total amount spent for the Financial
Year |
1,20,00,000 |
| (iii) Excess amount spent for the financial
year [(ii)-(i)] |
7,90,255 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
NIL |
| (v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
7,90,255 |
*The amount 1,12,09,745/- is the CSR obligation for FY 24-25 after
set off of excess amount spent in the previous financial year. Please refer point 5 of
this report for clarification.
7. Details ofUnspent CSR amount for the preceding three financial
years:
Sr. No. |
Preceding Financial
Year(s) |
Amount transferred to
Unspent CSR Account under subsection (6) of |
Balance Amount in Unspent
CSR Account under subsecti |
Amount Spent in the
Financial Year |
Amount transferred
to a Fund as specified under Schedule VII as per second proviso to subsection (5) of
section 135, if any |
Amount remaining to be
spent in succeeding Financial Years |
Deficiency, if any |
|
|
section 135 |
on (6) of section 135 |
|
Amount |
Date of Transfer |
|
|
| 1. |
FY 2023-24 |
|
|
|
|
|
|
|
| 2. |
FY 2022-23 |
|
|
|
NIL |
|
|
|
| 3. |
FY 2021-22 |
|
|
|
|
|
|
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl. No. |
Short particulars of the
property or |
Pincode of the |
Date of creation |
Amount of CSR |
Details of
entity/ Authority/ beneficiary of the registered owner |
|
asset(s) [including
complete address and location of the property] |
property or asset(s) |
|
amount spent - ( in lacs) |
CSR Registration Number,
if applicable |
Name |
Registered address |
|
|
|
Not Applicable |
|
|
|
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5) - Not Applicable
ANNEXURE IV
STATEMENT PURSUANT TO SECTION 134 (3) OF THE COMPANIES ACT, 2013 READ
WITH RULE 8(3) OF CHAPTER IX OF COMPANIES (ACCOUNTS) RULES, 2014.
CONSERVATION OF ENERGY
Capital investment and steps taken for Conservation of energy and for
utilizing alternate sources of energy:
Environmental, Social, and Governance (ESG) principles have been
integrated into the core strategy of the Company. In alignment with our commitment to
sustainability and responsible manufacturing, the Company has taken several proactive
steps towards energy conservation and the adoption of clean energy across its operations.
Key Initiatives Undertaken:
? Transition to Cleaner Fuels:
The Company transitioned its dyeing operations in North India from
coal-based boilers to gas-based boilers. A long-term gas supply agreement has been signed
with Indian Oil Adani Gas Private Limited. This shift has significantly reduced the
Company's dependence on coal, lowered emissions, and contributed to the improvement of the
local environment.
? Investment in Renewable Energy:
An aggregate investment of over 25 Crores has been made towards
renewable and clean energy initiatives, including:
o Installation of 3.5 MW Rooftop Solar Power across
manufacturing units in Silvassa, catering to approximately 35% of the Company's
electricity requirements of said unit.
o Use of PNG (Piped Natural Gas) for processing operations.
o Deployment of lithium-ion (electric) material handling equipment
(MHE) to reduce reliance on fossil fuels within warehouse and production premises.
? Energy Efficient Infrastructure and Equipment:
o The Company continues to invest in energy-efficient machinery,
with energy consumption being a key consideration during procurement.
o The expanded manufacturing capacity at Silvassa has been designed
with modern infrastructure including Li-ion powered warehouse trucks and forklifts,
enhancing operational efficiency and reducing energy consumption.
o Installation of LED lighting across all units and use of transparent
roofing and wall panels in warehouses and factory areas to maximize natural light,
thus reducing energy usage.
? Rainwater Harvesting:
Rainwater harvesting systems have been implemented across all units in
West and North India. These systems aid in groundwater recharge and support water
conservation by collecting and storing rainwater for reuse.
? Sustainable Materials and Product Design:
The Company continues to focus on sustainable raw materials,
including organic cotton, recycled polyester, and 100% recycled polypropylene in
its product offerings. All manufacturing processes are designed to minimize carbon
footprint and are regularly upgraded to enhance environmental performance.
? Eco-friendly Packing Initiatives:
The Company has taken significant steps to reduce the environmental
impact of packaging by:
o Shifting to recyclable, biodegradable, and reduced-plastic
packaging materials wherever feasible.
o Optimizing packaging dimensions to reduce material consumption and
improve container loading efficiency, thereby reducing emissions during
transportation.
o Collaborating with customers to co-develop sustainable packaging
formats, including cartons and polybags made from recycled content.
o Introducing packing solutions for easier recyclability in
alignment with global retailer expectations.
? Collaboration on Sustainability Projects:
The Company actively contributes to customer-led sustainability
programs, reinforcing its position as a responsible manufacturer focused on resource
conservation and circular economy practices.
In line with its commitment to sustainable manufacturing and energy
conservation, the Company's initiatives are reinforced by a robust framework of globally
recognized certifications. The ISO 14001 Environmental Management System
certification underscores the Company's structured approach to minimizing environmental
impact through efficient resource utilization and waste reduction. Additionally,
certifications such as OEKO-TEX Sustainable Textile Production (STeP), Global Recycled
Standard (GRS), Higg Index, and Better Cotton Initiative (BCI) further validate the
Company's adherence to environmentally responsible practices across its energy, water, and
material usage. These certifications not only ensure regulatory compliance but also drive
continuous improvements in the Company's energy management systems, fostering a culture of
sustainability and accountability at all levels of operations.
Energy consumption and sustainability were at the core of new
expansions of various units.
The Company has also taken various steps to conserve energy such as
installation of transparent sheets in warehouses to receive natural daylight minimizing
use of power lights, Electric scooters to transport goods within unit, installation of
Turbo ventilators on the roofs of the units.
RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
Faze Three Limited continues to place strong emphasis on innovation,
research, and technological advancement to remain ahead in a competitive global market.
The Company has made significant investments in new technologies, product development
capabilities, and sustainability-focused infrastructure to deliver high-quality,
value-driven textile solutions for its global clientele.
With dedicated in-house design, R&D, and product development teams
at each manufacturing location - supported by ISO certified laboratories the Company
ensures robust product testing, quality control, and compliance with international
standards. A newly added central Design Team at Head Office works in close coordination
with marketing and development teams to expand product categories and deliver
consumer-centric solutions.
To diversify into outdoor floor coverings, the Company invested in its
wholly owned subsidiary, Mats and More Private Limited, which has successfully
developed and commercialized patio mats. In its third year of operations, the subsidiary
generated 26.63 Crores in revenue and 2.34 Crores in PBT, with a target of USD
10 million in revenue over the first 3 4 years.
The Company maintains a strong R&D pipeline by engaging closely
with global retail partners, leveraging customer feedback and market insights to co-create
products tailored to international markets. Technological upgrades across weaving,
tufting, dyeing, and wet-processing machinery have also enabled the Company to deliver
more efficient, cost-effective, and environmentally conscious manufacturing.
Importantly, the Company's commitment to global quality and
sustainability standards is reflected in its wide array of industry-recognized
certifications, including:
The integration of these certifications into the Company's R&D,
production, and quality systems enhances transparency, customer trust, and global market
access.
Through these initiatives, the Company has not only improved its
operational efficiency and innovation capabilities but also demonstrated leadership in
responsible manufacturing, aligned with the principles of Amenabar Bharat and ESG goals.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of the foreign exchange earnings and outgo of the Company
during the year in terms of INR (Crores) is as below:
Particular |
Amount |
| Total Foreign Exchange earned |
582.53 |
| Total Foreign Exchange used |
58.61 |
|