Faze Three Autofab Ltd Directors Report

To,

The Members of

FAZE THREE Autofab Limited

Your Directors are pleased to present the 28 th Annual Report of your Company containing the business performance and the Audited Financial Statements for the year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

The performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Rs. in Cr. Except EPS)

Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
Revenue from operations	161.13	198.93
Other Income	0.70	1.83
Total Income	161.83	200.76
Less: Expenses	159.08	197.34
Profit before taxation	2.75	3.42
Less: Tax Expense	1.13	0.03
Profit for the year	1.62	3.39
Earnings Per Share (Rs.)
Basic	1.51	3.16
Diluted	1.51	3.16

The above figures are extracted from the Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, prepared in compliance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and provisions of Section 133 of the 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 COMPANYS AFFAIRS:

The Revenue from Operations for the year ended March 2025 stood at Rs. 161.13 Cr. versus Rs 198.93 Cr. for the year ended March 2024. The Net Profit for the year ended March 2025 stood at Rs. 1.62 Cr. as compared to net profit of Rs. 3.39 Cr. for the year ended March 2024.

3. 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.

4. CHANGE IN THE NATURE OF THE BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.

5. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return for the Financial Year ended March 31, 2025 is available on the Companys website at

https://fazethreeautofab.com/web/investor/4corporategovernance.html

6. DIVIDEND:

Your 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. In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there is no unpaid / unclaimed dividend which is lying in the Unpaid Dividend Account of the Company or is pending to be transferred to the Investor Education and Protection Fund.

7. RESERVES:

There was no transfer to General Reserves during the year under review. The closing balance of the retained earnings of the Company for the FY 2024-25 is Rs. 19.88 Crores.

8. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 11,00,00,000/- divided into 1,10,00,000 equity shares of face value of INR 10/- each. The Paid-up Share Capital as on March 31, 2025 is Rs. 10,72,32,070 comprising of 1,07,23,207 Equity Shares of Rs. 10/- each. There has been no change in the capital structure of the Company during the year.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

As on the date of this Report, the Company does not have any Subsidiary/ Associates/ Joint Venture company. Further, during the year under review, no company has become or has ceased to be a Subsidiary, Associate or Joint Venture of the Company.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under Section 186 of the Act form a part of the Notes to Financial Statements provided in this Annual Report.

11. DEPOSITS/LOAN FROM DIRECTORS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 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.

12. 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.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

Mr. Ajay Anand	Chairman and Managing Director
Mr. Viswanathan Sivakumar	Whole Time Director
Mrs. Rashmi Anand	Non-Executive Director
Mr. Vishnu Anand	Non-Executive Director
Mr. Manan Shah	Independent Director
Mr. Vinit Rathod	Independent Director

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

Further, as on March 31, 2025, following were the Key Managerial Personnels of the Company:

Mr. Ajay Anand	: Managing Director
Mr. Viswanathan Sivakumar	: Whole Time Director
Mrs. Sangita Yadav	: Chief Financial Officer (CFO)
Ms. Shagufta Sadikot	: Company Secretary

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

During the year under review, the following changes took place in the composition of the Board & position of Key Managerial Personnel:

i. Mr. Kartik Jethwa resigned as an Independent Director of the Company with effect from July 23, 2024.

ii. Mr. Vishnu Anand (DIN: 06949617) was appointed as a Director (Non-Executive) of the Company with effect from August 19, 2024.

iii. Mr. Viswanathan Sivakumar resigned from the post of CFO with effect from the closing hours of August 19, 2024. However, he continues to hold the position of Whole Time Director in the Company.

iv. Ms. Shagufta Sadikot (ACS: 72982) was appointed as the Company Secretary of the Company with effect from August 19, 2024.

v. Mrs. Sangita Yadav was appointed as the CFO of the Company with effect from August 20, 2024.

14. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director that they (i) meet the criteria of independence laid down under Section 149(6) of the Act, (ii) have complied with the Code of

Conduct laid down under Schedule IV of the Act and (iii) have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors holding office, during the year, possess integrity, requisite expertise and experience required to fulfill their duties as Independent Directors.

15. DETAILS OF BOARD MEETINGS:

The Board of Directors of your Company met 4 (Four) times during the Financial Year ended March 31, 2025. The intervening time gap between two consecutive Meetings was within the period prescribed under the Act.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Act, with respect to the Directors Responsibility Statement, the Directors hereby confirm and state 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss 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 Act 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; and

v. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. ANNUAL PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Act, the Board of Directors have carried out an annual evaluation of its own performance as a whole, the directors individually as well as the evaluation of the working of its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, experience and competencies, attendance, effectiveness of board processes, information and functioning, etc. Performance evaluation of all the directors including independent directors was done by the entire Board, excluding the director being evaluated.

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

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of other directors. Further, they also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board of Directors expressed their satisfaction with the evaluation process.

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

Disclosure pursuant to Section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

19. RECEIPT OF ANY COMMISSION BY MD / WTD FROM COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY:

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 or any subsidiary company.

20. INTERNAL FINANCIAL CONTROLS:

The Companys management is responsible for establishing and maintaining an adequate system of internal financial control over financial reporting. The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use or losses, excluding transaction with proper authorization and ensuring compliance of corporate policies. Your Company remains committed to improve the effectiveness of internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

21. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to Section 177 of the Act.

As on March 31, 2025, the Audit Committee comprises of 3 (three) members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah (Member). All the Members of the Committee are adequately literate to understand the financials and other aspects.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The composition of the Committee is as follows-

Sr. No.	Name of the Director	Nature of Directorship	Designation
1.	Mr. Ajay Anand	Executive Director	Chairperson
2.	Mr. Manan Shah	Independent Director	Member
3.	Mrs. Rashmi Anand	Non-Executive Director	Member

The CSR provisions are applicable to the companies which, as on March 31 of the immediately preceding financial year, meet the following criteria:

• Net worth of ^500 crore or more;

• Turnover of ^1,000 crore or more; or

• Net profit of ^5 crore or more.

The Company as on March 31, 2024, did not meet any of the criteria mentioned above, hence, the provisions relating to CSR were not applicable to the Company for the Financial Year 2024-25, and hence, there was no requirement to incur CSR expenditure for the said period.

However, the CSR provisions were applicable to the Company in Financial Year 2023-24, during which an excess CSR expenditure amounting to ^5,80,271/- was incurred. This excess amount is available for setoff in subsequent years, in accordance with the provisions of Section 135 and the applicable rules.

As a result, the Annual Report on CSR Activities, as required under Sections 134 and 135 of the Act, read with Rule 8 of the Companies (CSR Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is not applicable and hence, not annexed to this Report.

The CSR Policy of the Company has been posted on the website of the Company at: https://fazethreeautofab.com/web/investor/5policies.html

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

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 outgo is annexed to this report as Annexure - A.

24. RISK MANAGEMENT POLICY:

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks faced by the Company to ensure that risk is controlled by the management through the means of a properly laid-out framework.

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

Pursuant to the provisions of the Act, the Company has in place Nomination and Remuneration Policy (Policy), which sets out the criteria for appointment, removal and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management Personal (SMP). The policy also lays down the evaluation criteria for performance evaluation of Board, its Committees and individual Directors.

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment, re-appointment and removal of Directors, KMP and SMP.

• It contains guidelines for determining qualifications, positive attributes for Directors, KMP and SMP and independence of a Director.

• It lays down the criteria for Board Membership.

• It sets out the approach of the Company on Board diversity.

• It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The policy is available at https://fazethreeautofab.com/web/investor/5policies.html

26. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:

Your Company has in place Whistle-Blower Policy (Policy), to provide a formal mechanism to its employees for communicating instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policies, improper practices or any other alleged wrongful conduct in the Company. The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. It also ensures adequate safeguards against victimization of such employees who use this mechanism. During the year under review, no concern from any whistle-blower has been received by the Company. The whistle-blower policy is available at Companys website at https://www.fazethreeautofab.com/web/investor/5policies.html

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS:

There were no significant and material orders passed by the regulators/ courts/ tribunals, which may impact the going concern status and the Companys operations in the future.

28. AUDITORS AND THEIR REPORT: a. Statutory Auditors

M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (FRN: 000038N) were appointed as the Statutory Auditor of the Company at the 25 th Annual General Meeting (AGM) of the Company held on September 20, 2022 for a period of 5 (Five) consecutive years and who shall be holding office up to the 30 th Annual General Meeting of the Company, to be held in calendar year 2027.

The Auditors Report on Financial Statements of the Company for the Financial Year 2024-25, as submitted by M/s. Thakur Vaidyanath Aiyar & Co., does not contain any qualifications, reservations or adverse remarks and are self-explanatory.

Pursuant to the provision of Section 143(12) of the Act, during the year under review, the Auditors of the Company have not reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not required to conduct a Secretarial Audit for the Financial Year 2024-25, as it does not meet the prescribed thresholds.

Nevertheless, as part of its commitment to maintaining high standards of corporate governance and compliance, the Company has voluntarily undertaken the Secretarial Audit for the said financial year. For this purpose, the Company appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries, to carry out the audit.

The Secretarial Audit Report for the year ended March 31, 2025, is annexed to this Report as Annexure - B. The Report is free from any qualifications, reservations, or adverse remarks and is self-explanatory.

Further, for the Financial Year 2025-26, the Company has again on a voluntary basis re-appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company.

29. COST RECORDS & COST AUDIT:

The Company maintains the cost records of its products as per the provisions of sub-section (1) of Section 148 of the Act. However, 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, Cost Audit was not applicable to the Company for the FY 2024-25.

30. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act. However, all such transactions were carried out at arms length price and in the ordinary course of business. Thus, 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 FY2024-25 and, hence, the same is not required to be provided.

Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Financial Statements.

31. 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.

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

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.

Pursuant to sub-rule (x) of Rule 8 of the Companies (Accounts) Amendment Rules, 2018, the Company confirms that it has complied with the provisions relating to the constitution of an Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints received and resolved during the financial year are as follows:

Particulars	No. of Compliant
Complaints received during the year	Nil
Complaints disposed off during the year	Nil
Cases pending for more than ninety days	Nil

33. DISCLOSURE AS PER MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has complied with the provisions of the Maternity Benefit Act, 1961, as amended. The Company ensures that all eligible women employees are provided with maternity benefits, including paid leave, as mandated under the Act.

All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. However, no applications for availing maternity leave were received during the year under review.

The Company remains committed to promoting a workplace that is safe, inclusive and supports the health, well-being, and rights of all employees, in compliance with applicable laws. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

34. OTHER DISCLOSURES:

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

ii. 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.

iii. 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.

iv. The Company has not issued any shares with differential rights as to dividend, voting or otherwise during the year under review. Further, the Company has not issue any Sweat Equity Shares or Bonus Shares during the year under review.

v. The Company does not have any Employee Stock Option Scheme as on the date of this Report and has neither granted any Stock Options.

vi. BSE Limited (BSE) vide its notice dated October 31, 2023 approved the voluntary delisting of equity shares (shares) of the Company and consequently, the shares of the Company were delisted from BSE w.e.f. November 15, 2023. Accordingly, the Company at present is an unlisted Public Limited Company. Pursuant to the provisions of SEBI (Delisting of Equity Shares) Regulations, 2021 (Delisting Regulations), the promoter of the Company, Mr. Ajay Anand acquired the shares of the remaining shareholders of the Company by providing a window of exit opportunity from November 15, 2023 to November 14, 2024.

However, to provide an additional opportunity to shareholders who were unable to participate during the initial period, Mr. Ajay Anand voluntarily extended the exit window until September 30, 2025. Residual public shareholders may tender their shares to the Promoter/Acquirer at the Exit Price of (Rs. 65/- per share) at any time up to the said date.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the excellent support provided by Bankers, Government authorities, all stakeholders and business associates. The Board also express its sincere appreciation and support extended by the Shareholders during the year under review and also acknowledges the dedicated efforts put in by the employees at all levels.

	For and on behalf of Board of Directors
		FAZE THREE Autofab Limited
	Sd/-	Sd/-
	Ajay Anand	Rashmi Anand
Date: August 14, 2025	Managing Director	Director
Place: Mumbai	DIN:00373248	DIN:00366258