Faze Three Ltd. — AGM Information 2023

Sep 22, 2023

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September 22, 2023

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BSE Limited National Stock Exchange of India Limited
Department of Corporate Services, Listing Compliance Department,
P. J. Towers, Dalal Street, Exchange Plaza, Plot No. C/ 1, G Block,
Mumbai – 400 001. Bandra Kurla Complex, Bandra (E), Mumbai – 400 051.
Scrip Code: 530079 Symbol: FAZE3Q
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Dear Sir/Ma’am,

Sub: Proceedings of the 38[th] Annual General Meeting (AGM) of the Company

Pursuant to Regulation 30 of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the summary of the proceedings of the 38[th] AGM of the Company held on Friday, September 22, 2023 at 04:30 p.m. through Video Conferencing facility.

You are requested to kindly take the above information on record.

Thanking You,

Yours Sincerely, For Faze Three Limited

SAMRUDDHI Digitally signed by SAMRUDDHI SANJEEV SANJEEV VARADKAR VARADKAR Date: 2023.09.22 17:55:56 +05'30'

Samruddhi Varadkar Company Secretary & Compliance Officer M. No.: A57168

Encl.: A/a

FAZE THREE LIMITED (CIN: L99999DN1985PLC000197) Regd. Office: Survey 380/1, Khanvel Silvassa Road, Dapada, Silvassa – 396 230, UT of D&NH Corporate Office: 63/64, 6[th] Floor, Wing C, Mittal Court, Nariman Point, Mumbai - 400021. Tel. : 91 (22) 43514444, 66604600 * Fax : 91 (22) 24936811 * E-mail : cs@fazethree.com * Website : www.fazethree.com

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PROCEEDINGS /OUTCOME OF THE 38[TH] ANNUAL GENERAL MEETING (AGM) OF FAZE THREE LIMITED

The 38[th] AGM of the Members of Faze Three Limited ('the Company') was held on Friday, September 22, 2023 at 04.30 p.m. (IST) through Video Conferencing ('VC') facility. The Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA'), applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

49 (Forty-nine) shareholders attended the Meeting through Video Conferencing Mode to form the quorum.

Ms. Samruddhi Varadkar, Company Secretary of the Company, welcomed the Members to the Meeting and briefed them on the details relating to their participation at the Meeting through VC.

She informed the members that, since the physical attendance of members is not required at the meeting, the facility for appointment of proxies by shareholders has not been made available. She also informed that, the registers required to be maintained under the Companies Act, 2013 had been made available for inspection of the Members. Members who wish to inspect the same may write to cs@fazethree.com.

Ms. Samruddhi Varadkar, then introduced the Board of Directors, Senior Management Team, and Auditors of the Company who were attending the meeting through VC to the members. The following Directors/officers/Auditors were attending the meeting:

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Mr. Ajay Anand Chairman and Managing Director
Mr. Sanjay Anand Whole-time Director
Mrs. Rashmi Anand Non-Executive Director
Mr. Vinit Rathod Independent Director and Chairman of Audit Committee,
Nomination & Remuneration Committee and Stakeholders
Relationship Committee
Mr. Manan Shah Independent Director
Mr. James Barry Leonard Independent Director
Mr. Chuji Kondo Independent Director
Mr. Ankit Madhwani Chief Financial Officer
Mr. Vishnu Anand President
Mr. Taikhoom Dawoodkhan Authorized Representative of M/s. MSKA & Associates, Chartered
Accountants, Mumbai., the Statutory Auditors of the Company
Mr. Sanjay Dholakia Proprietor at M/s. Sanjay Dholakia & Associates, Practicing Company
Secretaries, who is the Secretarial Auditor of the Company and also
the Scrutinizer for this meeting.
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Thereafter, the Company Secretary requested Mr. Ajay Anand, Chairman and Managing Director of the Company to commence the meeting by addressing the members as the necessary quorum being present.

Mr. Ajay Anand then took the Chair and welcomed the Members of the Company. On confirmation of the requisite quorum being present for the meeting, Mr. Ajay Anand called the meeting to order and further requested the Company Secretary to take the meeting forward.

FAZE THREE LIMITED

(CIN: L99999DN1985PLC000197) Regd. Office: Survey 380/1, Khanvel Silvassa Road, Dapada, Silvassa – 396 230, UT of D&NH Corporate Office: 63/64, 6[th] Floor, Wing C, Mittal Court, Nariman Point, Mumbai - 400021.

Tel. : 91 (22) 43514444, 66604600 * Fax : 91 (22) 24936811 * E-mail : cs@fazethree.com * Website : www.fazethree.com

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On request of Mr. Ajay Anand, Ms. Samruddhi Varadkar proceeded further with the meeting.

The Company Secretary apprised the Members that, the Company had provided the Shareholders, the opportunity to send their queries through email to be answered at the AGM and in response to that, she confirmed that the Company had received queries and questions from few shareholders.

Thereafter, the Company Secretary called upon the members who had registered themselves as the speakers and other members present at the meeting, to share their views and ask questions, which were satisfactorily addressed by Mr. Ajay Anand, Chairman & MD and Mr. Ankit Madhwani, CFO at the AGM.

Members were further informed that in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company had extended the remote e-voting facility to the Members of the Company in respect of the resolutions to be passed at the Meeting. For this purpose, the Company had availed the services of National Securities Depository Limited (NSDL) for the E-voting arrangements. The Remote e-voting period commenced on Tuesday, September 19, 2023 at 09.00 a.m. and ended on Thursday, September 21, 2023 at 5.00 p.m. Members who did not cast their votes through remote e-voting and who had participated in the meeting were given an opportunity to cast their votes during the meeting.

The Company Secretary apprised the Members about the appointment of Mr. Sanjay Dholakia, Proprietor at M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries, as the scrutinizer for remote e-voting and e-voting at the AGM.

She further informed that, the Report of the Board of Directors, the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023 and the Notice convening the 38[th] AGM were taken as read, as the same were already circulated to the Members. Further there were no observations, adverse comments, reservations or remarks, in the Statutory Auditor’s Report on the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023 and Secretarial Auditor’s Report for the financial year ended March 31, 2023, hence the same were not required to be read.

Ms. Samruddhi Varadkar then took up the below-mentioned agenda items as set out in the Notice of 38[th] AGM:

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Item No. Agenda Resolution
Type
1. To receive, consider and adopt the: Ordinary
a. audited financial statements of the Company for the financial year
ended March 31, 2023 together with the reports of Board of
Directors and Auditors thereon.
b. audited consolidated financial statements for the financial year
ended March 31, 2023 together with the report of Auditors thereon.
2. To appoint a Director in place of Mr. Sanjay Anand (DIN: 01367853), Ordinary
who retires by rotation and being eligible, offers himself for re-
appointment.
3. Approval of the Material Related Party Transactions Ordinary
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FAZE THREE LIMITED

(CIN: L99999DN1985PLC000197) Regd. Office: Survey 380/1, Khanvel Silvassa Road, Dapada, Silvassa – 396 230, UT of D&NH Corporate Office: 63/64, 6[th] Floor, Wing C, Mittal Court, Nariman Point, Mumbai - 400021. Tel. : 91 (22) 43514444, 66604600 * Fax : 91 (22) 24936811 * E-mail : cs@fazethree.com * Website : www.fazethree.com

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She further announced that, the e-voting results along with the Scrutinizers' Report would be intimated to the Stock Exchanges and would also upload the same on the website of the Company and NSDL within two working days after the conclusion of the Meeting.

Thereafter she thanked the Members, Board of Directors, Senior Management and the Auditors for taking out their time for attending the Meeting and after covering all the agenda items and disseminating other information to the members the meeting was concluded.

The e-voting facility was kept open for 15 minutes post conclusion of the meeting to enable the Members to cast their vote.

The meeting commenced at 04.30 p.m. and concluded at 05.14 p.m. (including time allowed for e- voting post AGM).

For Faze Three Limited

SAMRUDDHI Digitally signed by SAMRUDDHI SANJEEV SANJEEV VARADKAR VARADKAR Date: 2023.09.22 17:55:12 +05'30'

Samruddhi Varadkar Company Secretary & Compliance Officer M. No. A57168

Date: September 22, 2023

FAZE THREE LIMITED (CIN: L99999DN1985PLC000197) Regd. Office: Survey 380/1, Khanvel Silvassa Road, Dapada, Silvassa – 396 230, UT of D&NH Corporate Office: 63/64, 6[th] Floor, Wing C, Mittal Court, Nariman Point, Mumbai - 400021. Tel. : 91 (22) 43514444, 66604600 * Fax : 91 (22) 24936811 * E-mail : cs@fazethree.com * Website : www.fazethree.com