Faze Three Ltd. — Annual Report 2023

Aug 30, 2023

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August 30, 2023

To,

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

Dear Sir/Ma’am,

Sub: Submission of 38[th] Annual Report for the Financial Year ended March 31, 2023 along with Notice of 38[th] Annual General Meeting (‘AGM’) of the Company and intimation of Book Closure dates for the purpose of Annual General Meeting.

Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulation”), we are submitting herewith the 38[th] Annual Report of the Company for the Financial Year ended March 31, 2023 along with the Notice convening the 38[th] AGM of the Company scheduled to be held on Friday, September 22, 2023 at 04:30 p.m. IST through Video Conferencing (VC) mode.

Further, Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI Listing Regulations, the Register of Members and Share Transfer Books of the Company will remain closed from Thursday, September 21, 2023 to Friday, September 22, 2023 (both days inclusive) for the purpose of the Annual General Meeting.

The aforesaid Notice and Annual Report has been sent to all the members of the Company whose email addresses are registered with the Company and/or Depository Participant(s) and the same is also available on the Company's website on the link referred below:

Link: https://www.fazethree.com/wp-content/uploads/2324/FAZE3ANNUALREPORT2023.pdf .

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully, For Faze Three Limited SAMRUDDHI Digitally signed by SAMRUDDHI SANJEEV SANJEEV VARADKAR Date: 2023.08.30 13:18:03 VARADKAR +05'30' Samruddhi Varadkar Company Secretary and 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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38[th ] Annual Report 2022-23

FAZE THREE LIMITED 38[TH ] ANNUAL REPORT 2022-23

1. Day and Date of Annual General Meeting : Friday, September 22, 2023

2. Time and venue

: 04.30 p.m. through Video Conferencing

1. Book Closure

: Thursday, September 21, 2023 to Friday, September 22, 2023 (both days inclusive)

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Contents Pg No.
Notice 1
Directors’ Report 17
Management Discussion & Analysis Report 34
Corporate Governance Report 40
Secretarial Auditors’ Report 62
Business Responsibility and Sustainability Report 66
Independent Auditors’ Report (Standalone) 102
Standalone Financial Statements 115
Independent Auditors’ Report (Consolidated) 156
Consolidated Financial Statements 166
Form AOC-1 – Details of Subsidiaries 209
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BOARD OF DIRECTORS AND MANAGEMENT TEAM

Mr. Ajay Anand

(DIN: 00373248) Chairman & Managing Director

Mr. Sanjay Anand

(DIN: 01367853) Whole-time Director

Mrs. Rashmi Anand

(DIN: 00366258) Non-Executive Director

Mr. Ankit Madhwani Chief Financial Officer

Ms. Samruddhi Varadkar

Company Secretary & Compliance Officer (Appointed w.e.f. February 03, 2023)

INDEPENDENT DIRECTORS

Mr. Vinit Rathod (DIN: 07589863)

Mr. James Barry Leonard (DIN: 09744803) (Appointed w.e.f. October 05, 2022)

Mr. Manan Shah

(DIN: 07589737)

Mr. Chuji Kondo (DIN: 09744760) (Appointed w.e.f. October 05, 2022)

Mr. Kartik Jethwa

(DIN: 08587759) (upto October 05, 2022)

BOARD COMMITTEES

Audit Committee Nomination &

Remuneration Committee

Mr. Vinit Rathod (Chairman) Mr. Ajay Anand Mr. Manan Shah

Mr. Vinit Rathod (Chairman) Mrs. Rashmi Anand Mr. Manan Shah

Stakeholders Relationship Committee

Mr. Vinit Rathod (Chairman) Mr. Ajay Anand Mr. Manan Shah

CSR Committee

Mr. Ajay Anand (Chairman) Mr. Sanjay Anand Mr. Manan Shah

BANKERS

Yes Bank Limited HDFC Bank Limited ICICI Bank Limited Standard Chartered Bank Federal Bank Limited

MANUFACTURING UNITS

Dapada (Reg. Office)

Survey No. 380/1, Khanvel Silvassa Road, Dapada, Silvassa – 396230 UT of Dadra and Nagar Haveli

Dadra

STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants, Mumbai.

SECRETARIAL AUDITORS

M/s. Sanjay Dholakia & Associates, Practicing Company Secretary

REGISTRAR AND SHARE TRANSFER AGENT

M/s. Link Intime India Pvt. Ltd. C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083. Phone: 022 - 4918 6270 / 1800 1020 878 Website: https://linkintime.co.in/ Email: rnt.helpdesk@linkintime.co.in

CORPORATE OFFICE

63, Mittal Court, Wing C, Nariman Point, Mumbai – 400 021. Phone: 022 4351 4444/400

Survey No. 356/1&2, Village Dadra, Dadra, Silvassa – 396193 UT of Dadra and Nagar Haveli

Vapi

Plot No. 71, Phase I, GIDC Indl. Estate, Vapi – 396195, Gujarat

Panipat

Unit 1: Jatal Road, Anand Nagar, Panipat, Haryana

Unit 2: G.T. Road, Opposite B.B.M.B. Residency Colony, Panipat 132103, Haryana

Unit 3: Panipat Gohana National Highway -71A, Village Mehrana Distt., Panipat-132103, Haryana

Aurangabad

H- 33, MIDC Waluj, Aurangabad – 431 136, India

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Faze Three Limited has been declared as the Award Winner of Dun & Bradstreet – “Business Enterprises of Tomorrow Awards 2022” Business Excellence Awards in Category Mid-Corporate – Textile & Textile Articles.

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The Dun & Bradstreet Business Enterprises of Tomorrow 2022 Awards Trophy

The Publication can be viewed at: https://www.dnb.co.in/events/business-enterprises-of-tomorrow/default.aspx

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Faze Three Limited has been declared as the Award Winner of Dun & Bradstreet – Business Enterprises of Tomorrow Awards 2021 under Best Global Business Category (Mid‐Corporates).

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The Dun & Bradstreet Business Enterprises of Tomorrow Awards 2021 Trophy

The award presentation can be viewed at: https://youtu.be/EwWKfyHEwPw

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The RBL Bank SME Business Excellence Awards 2019 trophy

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*LC,\DING Ml D-COrtPON\TCS OF INDI,*

• 2020 •

Faze Three Limited being part of Leading Mid Corporates of India 2020 published in India by Dun & Bradstreet Information Services India Pvt. Ltd.

The Publication can be viewd at

https://www.dnb.co.in/events/business-enterprises-of-tomorrow/ #aboutPub

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Mr. Ajay Anand and Mr. Sanjay Anand, Directors of Faze Three Limited accepting the Dun and Bradstreet‐ RBL Bank SME Business Excellence Awards 2019 in the Mid‐Corporate Segment for excellence in the Textiles Sector alongside Shri Pratap Chandra Sarangi, Hon’ble Minister of State for MSME and Animal Husbandry, Dairying and Fisheries.

FAZE THREE LIMITED | ANNUAL REPORT 2022-23

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NOTICE 38[TH ] ANNUAL GENERAL MEETING OF

FAZE THREE LIMITED

Notice is hereby given that the THIRTY EIGHTH ANNUAL GENERAL MEETING of the Members of FAZE THREE LIMITED will be held on Friday, September 22, 2023 at 04.30 p.m. through video conferencing or other audio visual means to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the:

• 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), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Approval of the Material Related Party Transactions

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulations 2(1) (zc), 23(4) and other relevant regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) as amended from time to time and the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and any other rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for time being in force] and the Company’s Policy on ‘Materiality of Related Party Transactions and on dealing with Related Party Transactions’, and based on the approval of the Audit Committee and recommendation of the Board of Directors of the Company, consent of the Members be and is hereby accorded to the Company to continue with the existing contract(s)/ arrangement(s)/ transaction(s)/ agreement(s) and/ or enter into and/ or carry out new contract(s)/arrangement(s)/transaction(s)/ agreement(s) in terms of Regulation 2(1)(zc)(i) of the Listing Regulations (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement with Faze Three Autofab Limited (“FTAL”), a related party within the meaning of Section 2(76) of the Act, and Regulation 2(1)(zb) of the Listing Regulations, on such terms and conditions as may be agreed between the Company and FTAL, for an aggregate value not exceeding INR 87.50 Crores (Indian Rupees Eighty Seven Crores and Fifty Lakhs) (excluding applicable taxes) for the financial year 2024-25, subject to such contract(s)/arrangement(s)/transaction(s)/ agreement(s) being carried out at arm’s length and in the ordinary course of business of the Company;

RESOLVED FURTHER that the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution), be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all

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such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall deemed to have approved, ratified and confirmed in all respects thereto expressly by the authority of this resolution.”

Place: Mumbai Date: August 11, 2023

Registered Office address: Survey No. 380/1, Khanvel Silvassa Road, Village Dapada, UT of D&NH and D&D 396230, India

By Order of the Board of Directors, Faze Three Limited Sd/Samruddhi Varadkar Company Secretary Mem. No.: A57168

CIN: L99999DN1985PLC000197 Website: www.fazethree.com Email id: cs@fazethree.com Tel: 91 (22) 43514444/ 66604600

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Notes:

1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (the “Act”), in respect of business to be transacted at the 38[th] Annual General Meeting (“AGM”), as set out under Item No. 3 above and the relevant details of the Director retiring by rotation as mentioned under Item No. 2 above as required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and as required under Secretarial Standards – 2 on General Meetings issued by the Institute of Company Secretaries of India, is annexed thereto.

2. In accordance with the provisions of the Act, read with the Rules made thereunder and General Circular No. 10/2022 dated December 28, 2022, other Circulars issued by the Ministry of Corporate Affairs (“MCA”) from time to time, and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 issued by SEBI (“the Circulars”), companies are allowed to hold AGM through video conference/other audio visual means (“VC/OAVM”) up to September 30, 2023, without the physical presence of members. The AGM of the Company is being held through VC/OAVM, where the Members can attend and participate in the AGM through the provided VC facility. The Company has availed the services of National Securities Depository Limited (NSDL) for voting through remote e-voting, for participation in the AGM through VC/OAVM and e-voting during the AGM. The detailed procedure for participating in the meeting through VC/OAVM is annexed herewith (Serial no. 19).

3. In accordance with the Circulars, the Notice of 38[th] AGM and Annual Report for the financial year 2022-23 are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s). The Notice of 38[th] AGM along with Annual Report for the financial year 202223, is available on the website of the Company at www.fazethree.com, on the website of Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

4. As the AGM will be conducted through VC/OAVM, the facility for appointment of proxy by the members is not available for this AGM and hence, the proxy form is not annexed to this Notice. Further, attendance slip including route map is not annexed to this Notice.

5. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. Members will be eligible to participate on first come first serve basis, as participation through VC/OAVM is limited and will be closed on expiry of 15 minutes from the scheduled time of the AGM. Members can login and join 15 (fifteen) minutes prior to the scheduled time of the meeting and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the scheduled time. The members will have to make themselves available at the scheduled time if they wish to attend the meeting.

7. The Register of Members and Share transfer books of the Company will remain closed from Thursday, September 21, 2023 to Friday, September 22, 2023, both days inclusive.

8. The Company has made necessary arrangements for the members to register their e-mail address on temporary basis:

9. a) Members holding shares in physical form and who have not registered their email addresses with the Company/ Link lntime India Private Limited (Company’s Registrar and Share Transfer Agent) may

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get their email addresses registered by visiting link - https://linkintime.co.in/emailreg/email_register.html and thereafter select the Company name from drop box and provide the details such as Folio Number, Share Certificate Number, Shareholder’s Name, PAN , Mobile Number, Email ID and upload the image of share certificate and PAN card in PDF or JPEG format (up to 1MB).

• b) Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice of 38[th] AGM and the Annual Report for financial year 2022-23. Members holding shares in dematerialised mode are requested to register their email addresses with their respective Depository Participant.

• The facility for registration of bank details for the Members holding shares in physical form is also available at https://linkintime.co.in/emailreg/email_register.html by providing details such as Bank Account No., Bank Name, IFSC code and also upload self-attested cancelled cheque leaf along with duly signed request letter.

• Pursuant to Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of Listing Regulations, the Company is pleased to provide the facility to the Members to exercise their right to vote on the resolutions proposed to be passed at the 38[th] AGM by electronic means. The remote e-voting shall commence on Tuesday, September 19, 2023 at 09.00 a.m. (IST) and will end on Thursday, September 21, 2023 at 05.00 p.m. (IST) . The e-voting module shall be disabled by NSDL for voting thereafter. During this period, Members of the Company holding shares as on the cut-off date, i.e., Friday, September 15, 2023 , may cast their vote by electronic means in the manner given below. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

• The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, September 15, 2023.

• Members who are present in meeting through video conferencing facility and have not casted their vote on resolutions through remote e-voting, shall be allowed to vote through e-voting system during the meeting.

• The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can inspect the same by sending an email to cs@fazethree.com .

• The Board of Directors has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries (Membership No. 2655, CP No. 1798), as the Scrutinizer for scrutinizing the voting process for the AGM in a fair and transparent manner and he has communicated his willingness to be appointed for the said purpose.

• The Scrutinizer shall, after scrutinizing the votes cast through e-voting during the meeting and through remote e-voting, not later than two working days from the conclusion of the Meeting, make a Scrutinizer’s Report and submit the same to the Chairperson / Company Secretary who shall declare the results. Results of the voting will be declared by placing the same along with the Scrutinizer’s report on the Company’s website at www.fazethree.com and on the website of NSDL at www.evoting.nsdl.com and will also be communicated to BSE Limited at www.bseindia.com and National Stock Exchange of India

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Limited at www.nseindia.com.

1. Members who would like to share their views, ask queries/ questions on the Annual Report/ Financial Statements/ affairs of the Company, etc., may send an email from their registered email address mentioning their name, DP ID and Client ID/folio number and mobile number to cs@fazethree.com, at least 48 hours before the AGM scheduled time which shall be addressed at the AGM suitably.

2. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('The Rules') notified by the Ministry of Corporate Affairs effective September 7, 2016, all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are to be transferred to the Investor Education and Protection Fund (IEPF) Suspense Account. As on the date of this notice, the Company has no such shares on which dividend has not been claimed or paid for a consecutive period of seven years.

3. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Tuesday, September 19, 2023 at 09:00 A.M. IST and ends on Thursday, September 21, 2023 at 5:00 P.M. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, September 15, 2023 , may cast their vote electronically. The voting right of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, September 15, 2023.

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for

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IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through holding securities in their existing user id and password. Option will be made available to demat mode with CDSL reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders You can also login using the login credentials of your demat account through (holding securities in your Depository Participant registered with NSDL/CDSL for e-Voting facility. demat mode) login upon logging in, you will be able to see e-Voting option. Click on e-Voting through their depository option, you will be redirected to NSDL/CDSL Depository site after successful participants authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

	Manner of holding shares i.e. Demat (NSDL	Your User ID is:
	or CDSL) or Physical
	a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
	account with NSDL.	For example if your DP ID is IN300*** and Client
		ID is 12** then your user ID is
		IN30012***.

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5. 6. 7. 8. 9.	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN GENERAL MEETING ON NSDL E-VOTING SYSTEM.

How	to cast your vote electronically and join General Meeting on NSDL e-Voting system?
i.	After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are
	holding shares and whose voting cycle and General Meeting is in active status.
ii.	Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period
	and casting your vote during the General Meeting. For joining virtual meeting, you need to click
	on “VC/OAVM” linkplaced under “Join Meeting”.

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• iii. Now you are ready for e-Voting as the Voting page opens.

• iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• v. Upon confirmation, the message “Vote cast successfully” will be displayed.

• vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS:

• i. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sanjayrd65@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E- VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:

• i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@fazethree.com .

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@fazethree.com . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

• iii. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

• iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.

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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

• i. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

• ii. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

• iii. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

• iv. The details of the person who may be contacted for any grievances connected with the facility for

• e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• i. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• ii. Members are encouraged to join the Meeting through Laptops for better experience.

• iii. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. 1[st] April, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (“the IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or in case shares are held in physical form, with the Company by sending email to the Company’s email address at cs@fazethree.com.

20. OTHERS:

• i. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make

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service requests by submitting a duly filled and signed forms as available on the website of the RTA at https://web.linkintime.co.in/client-downloads.html and on the website of the Company at https://www.fazethree.com/important-announcement-for-physical-shareholders/

It may be noted that any service request can be processed only after the folio is KYC Compliant.

• ii. The physical shareholders are requested to take note of the SEBI circular no. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023, prescribing the common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant. In terms of above Circular, Folios of Physical shareholders wherein any one of the above said details such as PAN, email address, mobile number, bank account details and nomination are not available, are required to be frozen with effect from October 1, 2023 and such physical shareholders will not be eligible to lodge grievance or avail service request from the RTA of the Company and will not be eligible for receipt of dividend in physical mode. Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. As per the said SEBI Circular, the frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on December 31, 2025.

Accordingly, individual letters are being sent to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC and Nomination details. The said SEBI circulars, key highlights of said circulars and the necessary forms are available on the Company’ website for shareholder’s information at https://www.fazethree.com/important-announcement-for-physicalshareholders-2/ .

• iii. During the 38[th] AGM, the Chairman shall, respond to the questions raised by the Members in advance sent through email.

By Order of the Board of Directors For Faze Three Limited

Place: Mumbai Date: August 11, 2023

Sd/Samruddhi Varadkar Company Secretary M. No. A57168

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EXPLANATORY STATEMENT IN TERMS OF SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 3

Approval of the Material Related Party Transactions

Pursuant to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of Members of a listed entity by means of an ordinary resolution for all material related party transactions, even if such transactions are in the ordinary course of business and at an arm's length basis. Effective from April 1, 2022, a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds INR 1,000 Crore or 10.00% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

As per the provisions of Section 188 of the Companies Act, 2013 (‘Act’), transactions with related parties which are on an arm’s length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of Members.

The Company has been entering into certain transactions as mentioned in the table below (“said transactions”), with Faze Three Autofab Limited (FTAL), a related party on mutually agreed terms and conditions. In the upcoming Financial Year (FY) 2024-25, the Company, proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, in the ordinary course of business of the Company and on an arm's length basis and the aggregate value of such transaction(s) are expected to cross the applicable materiality thresholds as mentioned hereinabove. The aggregate value of the proposed transactions for FY 2024-25 is upto INR 87.50 crores (excluding applicable taxes). Accordingly, as per the SEBI Listing Regulations, approval of the Members of the Company is being sought for all such transaction(s) proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm's length basis.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, at its meeting held on August 11, 2023, reviewed and approved the said transaction(s), subject to approval of the Members of the Company, while noting that such transaction(s) shall be on arms' length basis and in the ordinary course of business of the Company.

Accordingly, basis the approval of the Audit Committee, the Board of Directors recommend the Resolution contained in Item No. 3 of the accompanying Notice to the shareholders for approval.

The approval of the Members pursuant to the aforesaid Resolution is being sought for the following related party transactions / contracts/ arrangements / agreements set out in this explanatory statement. In addition to the transactions set out in this explanatory statement, approval of the Members is also being sought for any other transactions between the Company and FTAL for transfer of resources, services and obligations in the ordinary course of business, on arm’s length basis and in compliance with applicable laws, as approved by the Audit Committee. The value of such additional transactions is included in the values set out in this explanatory statement.

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, the minimum information to be placed before the Members for consideration of Related Party Transaction is as under:

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Sr. No.	Description
A	Type, material terms and particulars of the proposed transactions	Sale or supply of Services such as dyeing services, Stentering services and washing services etc.	Sale or supply of Goods such as Yarn, Dyes & Chemicals, etc.	Purchase of goods & materials such as yarn and fabrics, etc.	Purchase of services such as Jobwork services.	Rental Expenses	Rental Income	Reimburs ement of expenses	Any other transac tions
B	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Both Faze Three Limited (FTL) and Faze Three Autofab Limited (FTAL) are part of Faze Three Group where Mr. Ajay Anand and Mrs. Rashmi Anand are the common promoters and directors.
C	Tenure of the proposed transactions (particular tenure shall be specified)	The above arrangements are continuing business transactions (Ongoing and perpetual transactions). However, approval of the Members is sought for FY 2024-25.
D	Value (excluding applicable taxes) of the proposed transactions for FY 2024-25 (INR in Crores)	40.00	15.00	15.00	15.00	0.25	0.25	1.00	1.00
E	The percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year (i.e. as on March 31, 2023), that is represented by the value of the proposed transactions for FY 2024-25.	7.17%	2.69%	2.69%	2.69%	0.04%	0.04%	0.18%	0.18%
H	Justification as to why the RPT	Both FTL and FTAL, being part of the Faze Three Group, these transactions not only help smoothen business operations for both the companies,but also ensure consistent flow of desiredqualityand

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	is in the interest of the listed **entity. **	quantity of facilities and services without interruption and generation of revenue and business for both the companies to cater to their business requirements. In short, these arrangements are commerciallyviable and offer ease of doingbusiness.
I	A copy of the valuation or other external party report, if any such report has been relied upon.	NOT APPLICABLE
K	Any other information	NOT APPLICABLE
	Following additional disclosures to be made in case loans, inter- corporate deposits, advances or investments made or given by the Company or its **Subsidiary. **
i.	Source of funds
ii.	In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment: • nature of indebtedness • cost of funds and • tenure of the indebtedness
iii.	Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the

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	nature of **security. **
iv.	The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.

Pursuant to Regulation 23(4) of the Listing Regulations, all entities falling under the definition of related parties shall not vote to approve the relevant resolution irrespective of whether the entity is a party to the particular transaction or not.

The Board recommends the passing of the resolution set out in Item No. 3 of the accompanying Notice as an Ordinary Resolution .

Except Mr. Ajay Anand (Managing Director), Mr. Sanjay Anand (Whole-time Director) and Mrs. Rashmi Anand (Non-Executive Director) none of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in this resolution.

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INFORMATION PURSUANT TO SECRETARIAL STANDARDS-2 AND REGULATION 36(3) OF THE SEBI (LODR) REGULATIONS, 2015

Details of the Directors proposed to be appointed/ re-appointed and the terms of proposed remuneration of the Directors are given herein below:

- Details of Director eligible to retire by rotation Mr. Sanjay Anand (Item No.:2)

Sr. No.	Particulars		Mr. Sanjay Anand
1.	Director Identification Number		01367853
2.	Age		61years
3.	Date of Birth		28/11/1961
4.	Qualification		Graduate
5.	Brief Resume & Experience/ Expertise		Brief resume with qualifications, experience and nature of expertise of Mr. Sanjay Anand is stated in the Directors Profile section and List of Skills & expertise section of the Corporate Governance Report.
6.	Terms and conditions of appointment or re-appointment		Mr. Sanjay Anand (DIN: 01367853), retires by rotation and being eligible, offers himself for re-appointment to the members at the ensuing Annual General Meetingof the Company.
7.	Date of first appointment on the Board		01/12/2009
8.	Remuneration to be paid		As approved by the Members at the 36thAnnual General Meeting of the Company.
9.	The last drawn remuneration		INR 38,40,000/- for FY 2022-23
10.	Shareholding in the Company including beneficial ownership as on date		10,17,420 (4.18%) Equity shares
11.	Relationship with Other Directors, Manager and other Key Managerial Personnel of the Company		Mr. Sanjay Anand is brother of Mr. Ajay Anand (Promoter and Managing Director) and brother-in-law of Mrs. Rashmi Anand (Member of Promoter Groupand Non-Executive Director).
12.	The Number of Meetings of the Board attended duringFY 2022-23		6/7
13.	Directorships held in other companies as on March 31,2023		V R Woodart Limited: Non-Executive Non-Independent Director
14.	Resignation from listed entity, if any in thepast threeyears		None
15.	Memberships / Chairmanship of Committees of other Companies as on March 31, 2023		V R Woodart Limited i. Member of Audit Committee ii. Member of Nomination and Remuneration Committee iii. Member of Stakeholders Relationship Committee

By Order of the Board of Directors For Faze Three Limited

Place: Mumbai Date: August 11, 2023

Sd/Samruddhi Varadkar Company Secretary Mem. No.: A57168

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To, The members of Faze Three Limited

The Board of Directors are pleased to present the 38[th] Annual Report of your Company containing the business performance and the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED)

				(INR in Crores)
Particulars	For the Year ended 31.03.2023 (Standalone)	For the Year ended 31.03.2023 (Consolidated)	For the Year ended 31.03.2022 (Standalone)	For the Year ended 31.03.2022 (Consolidated)
Revenue from Operations	547.92	558.18	505.01	504.46
Other Income	5.57	5.58	6.98	6.98
Total Income	553.49	563.76	511.99	511.44
Profit before tax	76.71	77.62	71.39	71.40
Provision for taxation (incl. deferred tax)	19.27	19.32	20.32	20.32
Profit for theyear	57.44	58.30	51.07	51.08
Other comprehensive income for the year	(0.16)	(0.63)	1.23	1.00
Total comprehensive income for the year	57.28	57.67	52.30	52.08

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

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

During the year under review, the Company achieved consolidated revenue from operations of INR 558.18 Crores as against INR 504.46 Crores in the previous year.

The total Standalone Income for the Quarter ended (QE) March 31, 2023 stood at INR 134.34 Crores versus INR 157.06 Crores for QE March 2022.

The Company’s Standalone Net Profit after Tax (NPAT) for year ended March 31, 2023 stood at INR 57.44 Crores versus INR 51.07 Crores for year ended March 31, 2022, depicting a growth of 12% y-o-y basis and the Consolidated NPAT for year ended March 31, 2023 stood at INR 58.30 Crores as against NPAT of INR 51.08 Crores for year ended March 31, 2022.

3. DIVIDEND

During the year under review, the Board of Directors had declared an Interim Dividend for the Financial year 2022-23, on May 27, 2022 of INR 0.50 (Fifty Paise) per Equity Share (i.e. 5%) of the face value of INR 10/- each.

The Board of Directors have decided to retain the resources to fuel the growth and objectives of the

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Company and therefore do not recommend dividend for the financial year ended March 31, 2023. 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. 2022-23 there was no change in the share capital of the Company.

5. LISTING OF EQUITY SHARES ON NATIONAL STOCK EXCHANGE OF INDIA

The equity shares of the Company are listed on the Main Board of National Stock Exchange of India Limited (NSE), with effect from the trading hours of Friday, November 18, 2022. Your Company is now Listed on both Major Stock Exchanges in India i.e., NSE and BSE Limited.

6. 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 2022-23 is Rs. 135.46 Crores.

7. 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 Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. The Company has not accepted any deposit or any loan from the directors during the year under review.

8. SUBSIDIARY OR ASSOCIATE OR JOINT VENTURE COMPANY

The Company has two wholly owned subsidiaries as on March 31, 2023, 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 2022-23 stood at USD 1.84 MN vs USD 1.37 MN for FY 2021-22. The PAT for FY 2022-23 stood at USD 0.039 MN as against PBT USD 0.004 MN 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 2022-23 stood at INR 2.62 Crores. The PBT for FY 2022-23 stood at INR 0.05 Crores.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial

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statements of the WOS in Form AOC-1 forms part of this Annual Report. Copies of the financial statements of the subsidiary companies are available on the Company’s website at https://www.fazethree.com/financial-result/.

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

9. 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, 2023, 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, 2023 and of the Profit of the Company for the year ended on that date;

• (iii) proper and sufficient care have 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 have been prepared on a going concern basis;

• (v) proper internal financial controls were in place 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.

10. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board and Committees of the Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart from other Board business. In case of a 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 and Committee meetings of the Company are set out in the Corporate Governance Report, which forms part of this Report.

11. CHANGES IN DIRECTORS AND/ OR KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Act, Mr. Sanjay Anand, Whole Time Director (DIN: 01367853) is liable to retire by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment to the shareholders at the ensuing Annual General Meeting.

During the year under review following changes took place in the position of Directorship and Key Managerial Personnel:

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• i. Mr. James Barry Leonard (DIN: 09744803) and Mr. Chuji Kondo (09744760) were appointed as the Non-Executive Independent Directors of the Company, for the period of five consecutive years with effect from October 05, 2022;

• ii. Mr. Kartik Jethwa (DIN: 08587759) resigned as the Non-Executive Independent Director of the Company with effect from October 05, 2022, due to personal reasons;

• iii. Mr. Nikhil Daga was appointed as the Company Secretary & Compliance Officer of the Company with effect from September 15, 2022 in place of Mr. Akram Sati who resigned from the position of Company Secretary & Compliance Officer with effect from the closure of business hours of August 31, 2022;

• iv. Ms. Samruddhi Varadkar was appointed as the Company Secretary & Compliance Officer of the Company with effect from February 03, 2023 in place of Mr. Nikhil Daga who resigned from the position of Company Secretary & Compliance Officer with effect from the closure of business hours of February 02, 2023.

There was no other change in the composition of the Board of Directors, Key Managerial Personnel and the Board Committees during the year under review.

Following are the Key Managerial Personnel as on March 31, 2023:

Mr. Ajay Anand : Managing Director Mr. Sanjay Anand : Whole-time Director Mr. Ankit Madhwani : Chief Financial Officer Ms. Samruddhi Varadkar : 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 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 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 meeting held on September 16, 2022 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.

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The Board of Directors expressed their satisfaction to the outcome of the aforesaid 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 registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

During the year under review, Mr. James Barry Leonard (DIN: 09744803) and Mr. Chuji Kondo (09744760) were appointed as the Non-Executive Independent Directors of the Company, for the period of five consecutive years with effect from October 05, 2022. In the opinion of the Board, Mr. Leonard and Mr. Kondo, hold the highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors. Further, the Independent Directors would appear for the online proficiency test which is conducted by Indian Institute of Corporate Affairs, within the timeline prescribed under Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

Pursuant to the SEBI regulations, the Company organises 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/corporate-governance/.

15. 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 I.

The information required 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, 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, which will be made 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 .

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As on March 31, 2023, 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

• (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.

16. 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 as of March 31, 2023, is placed - on the website of the Company at https://www.fazethree.com/corporate governance/

17. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to Section 177 of the Act and Regulation 18 of Listing Regulations.

As on March 31, 2023, the Audit Committee comprises of 3 (three) members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah (Member). Other details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the Members of the Committee are adequately literate to understand the financial and other aspects. All the recommendations made by the Committee during the period were accepted by the Board.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(1) of the Act and Regulation 19 of Listing Regulations.

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria. The Board of Directors of the Company has defined a policy on Director’s appointment and payment of remuneration including criteria for determining qualifications, positive attributes and independence of Directors and terms of reference of the Committee which is available on the website of the Company at https://www.fazethree.com/policies/.

As on March 31, 2023, the Nomination & Remuneration Committee comprised of 3 (three) members all being Non-Executive Directors namely Mr. Vinit Rathod (Chairman), Mrs. Rashmi Anand (Member) and Mr. Manan Shah (Member). All the recommendations made by the Committee during the period were accepted by the Board.

19. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

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As on March 31, 2023, the Stakeholders Relationship Committee comprises of 3 (three) members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah (Member). Other details pertaining to the Committee are included in the Corporate Governance Report, which forms part of this report.

20. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)

The business cannot exist in isolation and for a business to be profitable, it needs to consider the Social Responsibility in order to build a positive synergy between the two. The Company has always considered Social Responsibility as an integral part of sustainable growth and has been over the years contributing towards it in various ways. The management of the Company endeavors for the upliftment of the society and the natural resources which are essential for overall economic growth.

During the FY 2022-23, the Company was required to spent INR 85,52,667/- towards the CSR contribution. The Board of Directors of the Company pursuant to the Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and on the recommendation of the CSR Committee, approved to the set off the excess available CSR contribution against the CSR contribution to be spent in FY 2022-23.

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 II to this report.

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

21. 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 III .

22. CONTRACTS OR 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 and Listing Regulations. All related party transactions were carried out at arm’s length price and in the ordinary course of business.

The Members of the Company, vide resolution passed through the postal ballot on December 14, 2022, approved the potential Material Related Party Transactions under the Regulation 23 of the Listing Regulations, with Faze Three Autofab Limited for FY 2022-23 and FY 2023-24, at an arm’s length basis and in the ordinary course of business.

All Related Party Transactions are approved by 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.

As per the SEBI 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, during the year under review, the Company had taken necessary Members approval. 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 FY23 and, hence, the same is not required to be provided.

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Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Financial Statements. The Company shall seek shareholders’ approval for material related party transactions proposed to be entered in the upcoming financial year in the ensuing AGM.

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/policies/ .

23. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2023 and the date of the Directors’ report.

24. 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 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/policies/.

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

25. 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.

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 Company has not received any complaint or adverse reporting during the year.

26. 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.

27. 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.

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28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure IV .

29. 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 Listing Regulations. A report on Corporate Governance is annexed to this report as Annexure V .

30. 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 37[th] Annual General Meeting of the Company, for a period of 5 years and shall hold the office till the conclusion of the 42[nd] 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 2022-23, as submitted by M/s. MSKA & Associates, Chartered Accountants, did 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 Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has undertaken Secretarial Audit for the FY 2022-23 by appointing M/s. Sanjay Dholakia & Associates, Practicing Company Secretary, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made thereunder, SEBI Listing Regulations and other Regulations and Acts applicable to the Company. The Secretarial Audit Report is annexed to this report as Annexure VI.

The Secretarial Auditors’ Report for the financial year ended March 31, 2023, does not contain any reservation, qualification or adverse remark. There is no fraud reported by the Secretarial Auditor during the year under review as per Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

The Board of Directors at their meeting held on May 23, 2023, has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries (Certificate of Practice No. 1798), as the Secretarial Auditor for FY 2023-24.

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.

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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. FRAUD REPORTED BY THE AUDITORS, IF ANY

There is no fraud reported by the Auditors during the year under review as per Section 143(12) of the Companies Act, 2013.

34. 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 Rule 4(3)(i) of the Companies (Cost Records and Audit) Rules, 2014 the requirement of Cost Audit is not applicable to the Company.

35. SECRETARIAL STANDARDS

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

36. SIGNIFICANT MATERIAL ORDERS PASSED BY COURTS, IF ANY

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.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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 2022-23 which is included as a separate section in the Annual Report. The Company has prepared the BRSR report on voluntary basis.

38. POLICIES UNDER LISTING REGULATIONS

The SEBI Listing Regulations mandated the formulation of certain policies for all listed Companies which are as under.

• a. Documents Retention & Archival Policy’ as per Regulation 9 and Regulation 30 which may be viewed at https://www.fazethree.com/policies/

• b. Policy for determining Materiality of events / information’ as per Regulation 30 which may be viewed at https://www.fazethree.com/policies/

• c. Policy for determining material subsidiary’ as per Regulation 16(1)(c) of the Listing Regulations which may be viewed at https://www.fazethree.com/policies/

39. 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 voting during the year under review.

• There were no revisions in the financial statements from the end of the Financial Year to date of the Director Report.

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• The Company has neither issued any shares nor granted any Stock Options nor any Sweat Equity Shares during the year.

• 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 amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2023.

40. ACKNOWLEDGEMENT

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

For and on behalf of Board of Directors Faze Three Limited Sd/Ajay Anand Date: May 23, 2023 Chairman & Managing Director Place: Mumbai DIN: 00373248

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ANNEXURE I

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:

for the financialyear:
Name of Director	Designation	Ratio to median remuneration of the Employees
Mr. AjayAnand	ManagingDirector	22:29:1
Mr. SanjayAnand	Whole time Director	12.47:1

Note: Since Non-Executive and Independent Directors received no remuneration, except sitting fees for attending Board / Committee meetings, the required details are not applicable.

1. 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 2023 as compared to 2022
Mr. AjayAnand	ManagingDirector	Nil
Mr. SanjayAnand	Whole Time Director	Nil
Mr. Ankit Madhwani	Chief Financial Officer	15%
Mr. Akram Sati	CompanySecretary (Upto August 31, 2022)	N.A.
Mr. Nikhil Daga	Company Secretary*(Tenure from September 15, 2022 to February 02, 2023)	N.A.
Ms. Samruddhi Varadkar	Company Secretary*(Appointed w.e.f. February 03, 2023)	N.A.

*Appointed as Company Secretary and Compliance Officer during FY 2022-23, hence not comparable with FY 2021-22.

1. The percentage increase in median remuneration of employees in the financial year 2.6%

2. There were 561 permanent employees except employees on the rolls of the Company as on March 31, 2023.

3. 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 median percentage increase made in the salaries of employees other than managerial remuneration was in the range of 12-15 % whereas the increase in the remuneration of Managerial personnel was Nil.

1. We hereby affirm that the remuneration paid during the year ended March 31, 2023 is as per the Remuneration Policy of the Company.

Date: May 23, 2023 Place: Mumbai

For and on behalf of Board of Directors Faze Three Limited Sd/Ajay Anand Chairman & Managing Director DIN: 00373248

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Annexure II

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 the down trodden 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.

1. 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	1	1
2.	Mr. Manan Shah	Member/Independent Director	1	1
3.	Mr. Sanjay Anand	Member/Executive Director	1	1

1. The web-link where Composition of CSR : Committee Composition: -

committee, CSR Policy and CSR projects approved https://www.fazethree.com/board committees/ by the board are disclosed on the website of the company. CSR Policy: https://www.fazethree.com/policies/

1. Details of Impact assessment of CSR projects : Not Applicable carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

2. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sr. No.	Financial Year	Amount available for set-off frompreceding financialyears(in Rs.)	Amount required to be set-off for the financialyear, if any (in Rs.)
1.	FY 2021-22	INR 96,88,206/-	INR 85,52,667/-

1. Average net profit of the company as per section 135(5): INR 42,76,33,355/-

2. (a) Two percent of average net profit of the company as per section 135(5): INR 85,52,667/-

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• (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

• (c) Amount required to be set off for the financial year, if any: INR 85,52,667/-

• (d) Total CSR obligation for the financial year (7a+7b-7c): NIL

• (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year (in INR)	Amount Unspent(in INR)	Amount Unspent(in INR)	Amount Unspent(in INR)	Amount Unspent(in INR)	Amount Unspent(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
Nil	Nil	N.A.	N.A.	Nil	N.A.

• (b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable

• (c) Details of CSR amount spent against other than ongoing projects for the financial year: Not applicable

(1)	(2)	(3)	(4)	(5)	(5)	(6)	(7)	(8)	(8)
Sr. No.	Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount spent for the project (in INR)	Mode of Implementa tion- Direct (Yes/ No)	Mode of Implementation - Through Implementing Agency
				State	District			Name	CSR Registratio n Number
				Not applicable

• (d) Amount spent in Administrative Overheads

: Nil

• (e) Amount spent on Impact Assessment, if applicable : Not Applicable

• (f) Total amount spent for the Financial Year (8b+8c+8d+8e) : NIL

• (g) Excess amount for set off, if any : NIL

Sr. No.	Particular	Amount(in INR)
(i)	Twopercent of average netprofit of the companyasper Section 135(5)	85,52,667
(ii)	Total amount spent for the Financial Year(Via Set-off)	85,52,667
(iii)	Excess amount spent for the financialyear[(ii)-(i)]	NA
(iv)	Surplus arising out of the CSR projects or programmes or activities of theprevious financialyears,if any	NIL
(v)	Amount available for set off in succeedingfinancialyears[(iii)-(iv)]*	11,35,539

*Excess amount available from preceding financial year after set-off of CSR obligation for current financial year.

1. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

2. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

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1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year - Not Applicable

2. Amount of CSR spent for creation or acquisition of capital asset - Not Applicable

3. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - Not Applicable

4. 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

For and on behalf of Board of Directors Faze Three Limited

Date: May 23, 2023 Place: Mumbai

Sd/Sd/Ajay Anand Sanjay Anand Chairman, CSR Committee Whole Time Director DIN: 00373248 DIN: 00366258

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Annexure III

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

A. Steps taken for Conservation of energy and for utilizing alternate sources of energy:

ESG is now integral to our overall strategy of the Company. The Company regularly undertakes required steps for conservation of energy leading to sustainability. All manufacturing processes and products are designed for minimizing carbon footprints are being continuously upgraded to consistently accomplish this goal. The company has continued its quest to make its process and product environment friendly and energy efficient. The Company is also actively contributing to the Sustainability projects initiated by its customers for conservation of resources.

Energy conservation initiatives: (1) Over 40% of electricity consumption at Silvassa units comes from Rooftop Solar. (2) Water recycling vide ZLD water initiative integrated into our expansion. (3) Adopting GAS & Biofuel as exclusive fuel for textile processing in North India (Panipat) unit in FY 23 from Coal despite higher costs of operation.

Our manufacturing operations fulfil energy requirements from a variety of sources like electricity from the grid, natural gas, diesel, LPG, and solar power.

The Company has also continued its effort for rain water harvesting at all units in west & north India, the water collected from water harvesting is helping recharge the ground water levels as well as stored for future use. These efforts are ensuring increase in ground water around the factory premises as well as availability of water throughout the year for operations as well.

The Company has also continued its efforts to save energy through various initiatives of increase in use of LED lamps in vicinity of factory as well as installation of LED lights at factories. Installation of transparent sheets around warehouse and at the roof top of factory to save the energy. The newly built expanded capacity at Silvassa consist of lithium Ion MHE (warehouse truck & forklifts) leading to efficiency, energy saving and further additions towards ESG goals.

B. Capital investment on energy conservation equipments:

During the year, the Company has invested INR 7.5 Cr in Rooftop Solar energy (captive), Clean Energy for processing (PNG) & Li-ion (Electric) Material Handling Equipment keeping company’s ESG goals.

The Company is always reviewing its process to make them more sustainable. The new machines are reviewed from the point of view of energy consumption as well along-with production efficiency and output while making purchase decisions. Energy consumption and sustainability were at the core of new expansions of various units. The newly built expanded capacities at Western India consist of lithium Ion MHE (warehouse truck & forklifts) leading to efficiency, energy saving.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Innovation and quality are core culture of the Company. The Research & Development along-with Technology Absorption is continued function. Your Company is always exploring the new ideas/ suggestions for developing new products. Your company operates in industry where innovative design and new ideas are key to foster its growth. Innovation is key to staying afloat in today's highly competitive world. The Company has in-house design, R&D, new development team backed by production across all product lines. Development team work

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closely with the business to create exciting innovations that help us win with our consumers. FTL has continued its pursuit for creative ideas, innovative designs and value additions to stay ahead of the curve.

Your Company has strong pipeline of relevant products to attract new customers and meet new demands of its existing customers. FTL continuously engage with existing customers to understand their requirements as well as market dynamic to stay prepared for changing environment in market and stay ahead of the curve.

The advanced technology facilitates reduction in defects and inefficiencies, creates better-quality products, less waste and promotes sustainability. Your Company has always recognized technology’s strategic importance as critical component in this changing environment. Your company continue to strive to absorb new technology and upgrade its existing capabilities and manufacturing processes. We are committed to investments in scaling and upgrading our production process and supply chain network with a view to enabling sustainable long-term business growth. Company has taken various initiative during expansion process to upgrade its existing process.

The Company has modelled its processes in such a way that it balances the use of technology with manpower so that it results in optimum utilization of the available resources. The Company is has been taking necessary steps for introducing and implementing new technology in the manufacturing processes whenever required. There was no import of any technology during the last five years.

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 478.99 Total Foreign Exchange used 51.31 For and on behalf of Board of Directors Faze Three Limited Sd/Ajay Anand Date: May 23, 2023 Chairman & Managing Director Place: Mumbai DIN: 00373248

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Annexure IV

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ECONOMY AND OUTLOOK

The Global economy considerably slowed down in 2022 relative to 2021. Following a slowdown at the end of 2022, economic activity rebounded in H1 2023. This rebound was driven in part by strong growth in China, as the lifting of COVID-19 restrictions unleashed pent-up demand, though recent indicators suggest that momentum is slowing in China predominantly in Real estate sector companies & youth employment crises, the Chinese yuan also has been weaker in 7.15-30/$.

Europe showed resilience to the energy price shock stemming from Russia’s war against Ukraine. The US economy remains strong, Real consumer spending grew at a solid pace early 2023 however owing to higher interest rates and tighter financial conditions it appears to be moderating. Manufacturing output and real fixed investment has been stable over last year or so. The Labour / Job market remains strong in terms of job openings and wage increases have moderated. In the last 9 months, Crude Oil has remained ~$75-85 $ after rising above $120 in 2022 and core metals too have corrected from their peaks though their current levels are elevated from pre-pandemic era.

Asia (ex-China) is the bright spot, viz India, Vietnam, Indonesia, etc. The demographic dividend, stable governments, China Plus One and positive capital flows aided good economic recovery despite geopolitical issues around the region.

2024 looks promising despite an expectation of recession by global pundits in the next 6-9 months mainly on account of housing / real estate sector which forms major part of US & Chinese economy, withdrawal/reduction of stimulus by G7, relatively higher energy prices & geopolitical challenges. Lastly, the Global economy has sustained a COVID shock, 5%+ USD rates, Semiconductor shortage, Oil price Shock, War, etc. all in the last 3 years yet emerged strong and grown, which reiterates the resilience of the Global economy. Also there has been significant underinvestment in manufacturing ex-China globally over last 15 years, which presents an opportunity of growth for incumbents and fresh investments into productive side of the economy perhaps at the cost of excesses in the tech and consumer side of the economy.

India is set to be the second-fastest growing economy in the G20 in FY 2022-23, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. India's economy is likely to post a resilient 6-7% growth in FY24 because of softer global growth and higher interest rates. While the global economy is expected to deaccelerate, however, its growth outlook has improved.

Indian economy is propelled by growth in priority sectors and driven by favourable megatrends, India’s manufacturing sector has opened itself into new geographies and segments. Building on the competitive advantage of a skilled workforce and lower cost of labour, the manufacturing sector is also witnessing an increased capex and heightened M&A activity, leading to a surge in manufacturing output and resultant increased contribution to exports.

The Production Linked Incentive (PLI) scheme has been notified for Large Scale Manufacturing in India. The scheme aims to attract large investments in various sectors including electronics, MMF textiles, semiconductors, etc. The positive developments in the manufacturing sector, driven by production capacity expansion, government policy support, heightened M&A activity, and PE/VC-led investment, are creating a robust pipeline for the country’s sustained economic growth in the years to come.

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TEXTILE INDUSTRY

The textile industry in India is one of the oldest in the country and is a big one. With hand-woven, hand-spun, and various mills, the textile sector is extremely varied. It is one of the biggest sectors with about 4.5 crore people employed and being second largest sector providing employment. India is leading exporter of textiles and clothing after China. Increased penetration of organized retail, favorable demographics, and rising income level are likely to drive demand for textiles. Superior quality and ample availability of Cotton and Polyester makes companies in India a leader in exports – almost two-third of India’s export of textiles is to US and UK. Indian products have gained a significant market share in global home textiles in the past few years.

India’s textiles industry has a capacity to produce a wide variety of products suitable for different market segments, both within India and across the world.

India holds 5-6% share of the global trade in textiles and apparel, while China has over 40% share. India is one of the largest producers of cotton and jute in the world. India is also the 2nd largest producer of silk in the world and 95% of the world’s hand-woven fabric comes from India. The Indian technical textiles segment holds approximately 5-6% of the global market.

Home textiles are the third largest segment of Indian textile industry after apparels and technical textiles. Bed linen and bath linen are the two largest selling products and together account for two-third of home textile market. Kitchen linens, curtains, upholstery, and rugs / carpets are the other major products in the sector. India is one of the leading exporters of home textile products including bed linen, curtains & drapes, and other home furnishing articles. The market penetration achieved by Indian home textile sector in developed markets is a mark of its quality standards, which is on par with global standards. Development of textile manufacturing infrastructure in the country with various Government initiatives together with a market-friendly regulatory framework has helped in creating a world class textile manufacturing infrastructure.

FAZE THREE LIMITED – COMPANY OVERVIEW

Faze Three Limited (hereinafter referred to as FTL) is engaged in manufacturing and export of superior quality high-end Home Textile products supplying to top retailers across the globe. It has a diversified product line, main products include Bathmats, Bath Rugs, Chairpads, Blankets, Rugs, Throws, Floor covering, Bed spreads, Patio Mats, Seat covers etc., The Company is known for its sheer pursuit for innovation, ideas and designs which reflects in its products and has enjoyed being a preferred vendor to most of its customers. Majority of FTL’s revenue (90%) is derived from Exports to USA, UK and Europe region. The company has eight facilities to manufacture home textiles situated at Dadra and Nagar Haveli, Vapi (Gujarat), Aurangabad (Maharashtra) and Panipat (Haryana) in India. Refer www.fazethree.com for more details.

PERFORMANCE - YEAR 2022-23

Financial Performance

1. Total Consolidated Income for year ended March 31, 2023 stood at INR 563.76 Crores vs INR 511.44 Crores for year ended March 31, 2022. Growth of ~ 10 % y-o-y.

2. Consolidated Net Profit before Tax for year ended March 31, 2023 stood at INR 77.62 Crores vs INR 71.40 Crores for year ended March 31, 2022. Growth of ~ 8% y-o-y.

3. Consolidated Net Profit after Tax for year ended March 31, 2023 stood at INR 58.30 Crores vs INR 51.08 Crores for year ended March 31, 2022. Growth of ~ 14% y-o-y.

4. Earnings Per Share for year ended March 31, 2023 INR 23.97 per share versus INR 21.00 per share for year ended March 31, 2022.

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Awards and Ratings

• The Company was awarded with Dun & Bradstreet “Business Enterprises of Tomorrow 2022” Business Excellence Awards in Category Mid-Corporate – Textile & Textile Articles on November 29, 2022.

• The Company was recognized as one of the “Best Global Business Category (Mid-Corporates) in India – 2021”by Dun and Bradstreet’s Business Excellence Awards 2021 on November 24, 2021.

• The Company was recognized as one of the leading “Mid-Corporates in India - 2020 “by Dun and Bradstreet’s premier publication released on November 25, 2020.

• The Company was awarded the Dun & Bradstreet - RBL Bank SME Business Excellence Awards 2019 in the Mid- Corporate Segment for excellence in the Textile Sector.

• The Credit Rating of the Company was re-affirmed with revision in outlook to positive 'CARE A-; Positive/CARE A2+ (in September 2022).

Products

The Company has a diversified product basket which includes cotton and rubber backed bathmats, blankets, durries, throws, hand tufted carpets and rugs made of cotton and wool, cushion covers, curtains as well as poly cotton and cotton mask, table covers, patio mats, seat covers amongst many others under the technical textiles’ ambit.

Geographic distribution

Majority (~90%) of Revenue is derived from direct exports to organized retail in USA, UK and Europe region, of which USA ranges from 55-65%.

SWOT ANALYSIS

The core strengths of the Company are its long track record of business with existing customers, in-house design and development pedigree, extensive experience of the management team, global benchmarked Manufacturing facilities / Infrastructure, etc. Diversified product portfolio coupled with established relationships with reputed clients ensuring stable revenue visibility and growth opportunities. The company has significant ability to develop new products and build supply chains for the same within a short period of time. The company undertakes order backed manufacturing only and does direct exports to the customer. Further the Company is long term debt free and has strong capital structure.

The Eureka moment of 2008-09 in demand for Sheets and Towels from India leading to India being a leader today within a decade, is NOW here also for categories other than Sheets and Towels which includes Floor coverings, TOB, window curtains, value added products etc. The Company is well positioned to make most of the products in the said categories which were dominant out of China, estimates suggest about 15-20 times of India over last decade. The giant shift is underway alongside normal growth in coming years. India has level playing field on Manufacturing costs, import tariffs and most importantly Customer Mindset which has changed in fact in India's favour for reasons well known.

The Company is well positioned to cater the increased demand as Company has concluded Expansion at Silvassa factory in April 2022 which will have 3x capacity on existing spare land, under Floor coverings / Rugs segment and Top of Bed / Blankets segment. The Company has also commenced expansion at Handloom Home Textiles division located at Panipat for expanding capacity to 3x from current capacity which is expected to be completed by Mar 2024.

Tangible shift of demand to India from China as elaborated above and transforming consumer spending trends have resulted into higher demand of home textile products.

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FY 23 saw part reversal of FY 22 in terms of high costs of cotton, coal, containers and all other key input raw materials while the demand also moderated over FY 22. US retailers guided in April 22 on their goals to reduce inventory levels from over 20% of revenue (including inflation impact) to under 10% revenue. This correction coupled with reduction in various input prices from peak led to moderation in growth versus FY 22. In other words, the sector already went through a recession of its own over last 12-15 months in a bid to correct inventory levels and prices. The coming fiscals look very promising as USA is witnessing on of the strongest jobs market along with rising incomes which is a big blessing. Inflation peak is behind us and despite very high rates, the US economy has held up very well.

The Company has a strong position in Indian textile industry buoyed by strong export demand and readiness to grow quickly owing to expanded capacity available for use, however, the Company faces geographic concentration risk with ~60-70% revenue from USA. The company also faces challenges from significant volatility in raw material prices (eg. Crude prices leading to rise in polyester prices in 2022), foreign exchange fluctuations, etc. Also being relatively export competitive viz. China and other south Asian counterparts require government policies and global FTA’s aligned and level playing over long term.

However, the Company has an operational track record of more than three decades (being incorporated in 1985) which indicates its ability to survive economic and business cycles.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

FTL’s internal controls are commensurate with its size and the nature of Company’s operations and are working effectively. The affairs of the Company are managed in such a way that there is free flow of information between the management and the same is only communicated on a need to know basis. The Internal controls of the Company are designed in such a way that reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies is possible.

The Internal Control systems are quarterly assessed by the Audit Committee and the report of the same is submitted to the Board for its review. Our audit committee has concluded that, as of March 31, 2023, our internal financial controls were adequate and operating effectively.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS

The Company has 8 state-of-the-art manufacturing facilities situated at Dadra and Nagar Haveli, Gujarat, Haryana and Maharashtra in India and employs over 3000 workers directly and indirectly.

The Company is led by an experienced management team with vast domain knowledge. The operations are overlooked by its directors / professional management who are highly qualified and have extensive industry experience. The management is also backed by well-defined second-tier management with designated functional heads for each department. The long standing presence in the industry along with experience of the management has helped the Company to scale up its operations even during Covid times. The Company has continued its investment in Human Resource and Talent acquisition during last year.

The Company continuously taking efforts to provide safe working environment, trainings, strict standards of personal hygiene, necessary infrastructure and equipment across all our operations. We are equally focused on protecting the lives and livelihoods of all our employees. The operations of the Company are conducted in such a manner that it ensures safety and security of all the workers and employees.

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POLLUTION AND ENVIRONMENTAL CONTROLS

The Company endeavors to have minimum impact to the environment with sustainable production methods, use of energy efficient and environment friendly technology, use of recycled and eco-friendly raw materials, etc., Sustainability has always been a culture in the Company which believes in giving back to the environment and the society. It believes that profitability not only depends on the actual profit but also the benefit derived by the community through the activities of the Company.

The Company is moving towards processes and machines which are more sustainable and reduce energy use. The new machines are reviewed from the point of view of energy consumption as well along-with production efficiency and output while making purchase decisions. The newly built expanded capacity at Silvassa consist of lithium Ion MHE (warehouse truck & forklifts) leading to efficiency, energy saving and further additions towards ESG goals. The company has continued its sustainable practice with implementation of Rain Water harvesting system at all the units which reduces dependency on external sources during summer as well as saving the water. The Company has also taken various steps to conserve energy such as Installation of Low KwH LED lights across the units, 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 in the roofs of the units.

The Company is continuously looking for ways to replace fossil fuel energy with renewable energy. The Company has already invested and installed a 110-kWh solar power plant at one of its Dadra unit. The company has installed 1.0 MW of Solar Rooftop at Silvassa units in Apr-May 2022, which would generate around 30% of current electricity consumption at said units. Company’s finished goods warehouses (capacity upto 130 HQ containers at a time) are operated by fully Electric lithium-ion fleet of forklifts / reach trucks. Apart from being cost effective, it enhances goal & commitment towards ESG. Along with collection and processing, your Company is also progressing towards making plastics packaging circular by eliminating unwanted plastics by moving from Conventional polybag to Recycled polybags as well as ensuring there is 0% plastic wastage at all the units.

All the manufacturing facilities of the Company have requisite permissions and certificates under the pollution and environmental laws of the state. The Company actively participates in the sustainability programs with international standards by adopting strict measures and alternatives to control the negative impact on the environment which includes optimum production methods, use of renewable energy, responsible sourcing, use of recycled materials, zero waste, high health and safety standards, etc., Such efforts by the company are regularly applauded by the customers which help them tick their responsible sourcing commitments.

OUTLOOK

The Company is looking at pipeline of opportunities in all of our core business categories, the growth potential is immense based on customer’s projections subject to one's ability to manufacture, bandwidth across design & development to turnaround faster. The Company is looking at very encouraging feedbacks from customer on our enhanced ability to now deliver larger volumes in our core focus on value added home & technical textiles.

KEY FINANCIAL RATIOS:

Sr. No.	Ratios	2022-23	2021-22	Explanation for significant change
1.	Debtor Turnover Ratio(times)	5.75	5.98	Not applicable
2.	InventoryTurnover Ratio(times)	2.55	2.51	Not applicable
3.	Current Ratio(times)	1.66	1.58	Not applicable
4.	Debt EquityRatio(times)	0.35	0.38	Not applicable
5.	Interest Coverage Ratio(times)	0.63	0.59	Not applicable

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6.	OperatingProfit Margin(%)	18.87	18.12	Not applicable
7.	Net Profit Margin(%)	0.11	0.11	Not applicable
8.	Return on Net Worth(times)	0.25	0.27	Not applicable

CAUTIONARY STATEMENT

Statements used in the Management Discussion and Analysis should be read in conjunction with the Company’s Audited Standalone and Consolidated financials along with the auditor’s report as on March 31, 2023 which forms an integral part of the annual report, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward-looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

For and on behalf of Board of Directors Faze Three Limited

Date: May 23, 2023 Place: Mumbai

Sd/Ajay Anand Chairman & Managing Director DIN: 00373248

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Annexure V

Report on Corporate Governance

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

We at Faze Three Limited are committed to ethical business practices and strive to integrate good corporate governance in our day to day operations. We believe that an industry can achieve sustainable growth only when it considers human values, ethics and social responsibility as a part of its long term business plans and strategy. The principles of Corporate Governance are based on transparency, accountability and focus on the sustainable success of the Company over the long-term. Faze Three Limited provides maximum service to all the stakeholders in order to enhance shareholders’ value and promote national interest. The Company’s Board of Directors oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

2. BOARD OF DIRECTORS

The Board of Directors have ultimate responsibility for the management, general affairs, direction, performance and long-term success of business as a whole. The Board plays a crucial role in overseeing how the management serves the short and long-term interests of shareholders and other stakeholders. The Board has delegated the operational conduct of the business to the Chairman and Managing Director of the Company. The Managing Director along-with Whole Time Director, KMP’s, Plant heads, Senior Management, Functional heads etc. looks after the management of the day-to-day affairs of the Company.

i. Profile

Mr. Ajay Anand, is Founder & Promoter of the Company currently designated as Chairman and Managing Director. He has diverse knowledge and experience in textiles and technical textiles and having more than three decades of experience in the industry, Mr. Ajay Anand oversees day-to-day management and administration and plays a vital role in decision making of the Company. His expertise and contribution towards product innovation and business development has led the Company to become one of the most preferred and reliable vendor by the customers over the years. His enormous contribution towards business growth & establishing long-term relationships with both Domestic & Global OEM’s in Automotive Textile Industry has helped Faze Three Group to become a major supplier in the Automotive fabric market India.

Mr. Sanjay Anand, is a Whole-time Director of the Company. He has experience of more than 3 decades in the textile industry. He heads the Marketing team of the company along-with administering the Panipat units of the Company and plays a key role in business development and seizing deals with the customers, most of which are top retail giants in the key cities across the world. He is Brother of the Managing Director, Mr. Ajay Anand and a member of promoter group of Faze Three Limited.

Mrs. Rashmi Anand, is a Law Graduate and is designated as Non-Executive Non-Independent Director. She has vast experience in policy making and strategic decision making. A socially active person, she has been instrumental in contributing towards the society well-being and uplifting through various initiatives. She has adequate expertise in the operations of textile industry and has led a number of assignments related to setting up of textile business independently. She is wife of the Managing Director, Mr. Ajay Anand and a member of promoter group of Faze Three Limited.

Mr. Vinit Rathod, Independent Director of the Company is a Chartered Accountant and has sound exposure of Taxation and Finance. He has rich work experience as a professional as well as an entrepreneur. His association with the Company has helped derive independent valuable insights and perspectives to the Board for deliberation on taxation and financial matters besides good corporate governance practices.

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Mr. Manan Shah, Independent Director of the Company is a Chartered Accountant by profession and has a comprehensive experience in business management. He plays an active role in the implementation of good corporate governance standards and provides valuable insights on management and administration.

Mr. James Barry Leonard is a Foreign National and citizen of United States of America and has more than 30 years of experience in the global textile industry, operations, sales, strategic planning and risk management, with a record of turnarounds and market expansion in the USA. His experience includes various Senior Leadership / Executive Management positions held in large Home Textile companies viz. Welspun USA Inc., Croscill Home Inc., Excell Home Fashions Inc., Glenoit Home Inc., Spartan International Inc., Spring Industries Inc, etc. operating in USA.

Mr. Chuji Kondo is a Foreign National and citizen of Japan. Mr. Kondo has completed his “Bachelor of Art in Economics” from Keio University, Tokyo in 1979. Mr. Kondo has more than 35 years of experience in Home Textiles and Floor covering products, overseas business, etc. He has held several executive positions as Director/Board Member in Kawashima Selkon Textiles Co Ltd, Kyoto. Kawashima Selkon Textiles Co Ltd, is one of the leading manufacturers and distributors in home improvements & interior space and supplier to large customers across Japan & globally.

The Board plays a pivotal role in ensuring good governance and acts in a democratic manner. The Board members have complete freedom to express their opinion and decisions are taken on the basis of consensus arrived after due deliberation.

ii. Composition of Board:

The Board of your Company has a good and diverse mix of Executive and Non-Executive Directors with majority of Board comprising of Non-Executive Directors including more than half of the Board Members comprising Independent Directors and the same is also in line with the applicable provisions of Companies Act, 2013 (‘the Act’) and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). As on March 31, 2023, the strength of the Board of Directors of the Company comprised of 7 Directors including 4 Independent Directors. The composition of the Board represents an optimal mix of professionalism, knowledge, experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

iii. Board Meetings:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. The Board/Committee Meetings are pre- Scheduled. However, in case of a special and urgent business need, 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 notice of Board/Committee Meetings is given well in advance to all the Directors. Usually, Meetings of the Board are held in Mumbai. The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman and Managing Director of the Company. Prior approval from the Board is obtained for circulating the agenda items with shorter notice for matters that form part of the Board and Committee Agenda and are considered to be in the nature of Unpublished Price Sensitive Information.

During the year under review, 7 (Seven) Board Meetings were conducted, each on May 21, 2022, May 27, 2022, August 04, 2022, August 30, 2022, October 05, 2022, November 08, 2022 and February 02, 2023. The necessary quorum was present for all the meetings. The maximum interval between any two Meetings was well within the maximum allowed gap of 120 days.

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• iv. None of the Directors on the Board hold directorships in more than ten public companies and none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he/she is a Director.

• v. The name and category of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in the Company as well as other public companies as on March 31, 2023 are given here below. Other directorships do not include directorships of private limited companies, foreign companies and companies under Section 8 of the Act. Chairmanships / Memberships of Board Committees shall only include Audit Committee and Stakeholders’ Relationship Committee.

Name of Director	Category	Relationship with other Directors	Attendance	Attendance	Particulars of Directorship, Committee membership /Chairmanship	Particulars of Directorship, Committee membership /Chairmanship	Particulars of Directorship, Committee membership /Chairmanship
			Board Meeting	Last AGM	No. of other Directorships~	Chairman^	Member^
Mr. Ajay Anand	Promoter, Executive	Brother of Mr. Sanjay Anand and Spouse of Mrs. Rashmi Anand	6	Yes	3	0	4
Mr. Sanjay Anand	Promoter, Executive	Brother of Mr. Ajay Anand and Brother in-law of Mrs. Rashmi Anand	6	Yes	3	0	2
Mrs. Rashmi Anand	Promoter, Non- Executive	Spouse of Mr. Ajay Anand and Sister in- law of Mr. SanjayAnand	5	Yes	3	0	0
Mr. Manan Shah	Independent	None	7	Yes	3	2	6
Mr. Vinit Rathod	Independent	None	7	Yes	3	4	6
Mr. Kartik Jethwa#	Independent	None	1	Yes	2	0	0
Mr. James Barry Leonard*	Independent	None	2	NA	1	0	0
Mr. Chuji Kondo*	Independent	None	2	NA	1	0	0

~Aforesaid directorships do not include directorship held in foreign companies, companies incorporated under Section 8 of the Companies Act, 2013 (“the Act”) and private limited companies. However, for this purpose, Directorship held in the Company have been included.

^Chairmanships / Memberships of Board Committees shall only include Audit Committee and Stakeholders’ Relationship Committee. However, for this purpose, Chairmanship/Membership held in the Company have also been included.

Resigned as the Non-Executive Independent Directors w.e.f. October 05, 2022.

• Appointed as the Non-Executive Independent Directors w.e.f. October 05, 2022.

• vi. Names of listed entities (other than Faze Three Limited) where the person is a director and category of directorship as on March 31, 2023:

Name of the Director	Name of the Company	Category of directorship
Mr. AjayAnand	Faze Three Autofab Limited	Executive Director

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Mr. SanjayAnand	V.R. Woodart Limited	Non-Executive Non-Independent Director
Mrs. Rashmi Anand	Faze Three Autofab Limited	Non-Executive Non-Independent Director
	V.R. Woodart Limited	Executive Director
Mr. Manan Shah	Faze Three Autofab Limited	Non-Executive Independent Director
	V.R. Woodart Limited	Non-Executive Independent Director
Mr. Vinit Rathod	Faze Three Autofab Limited	Non-Executive Independent Director
	V.R. Woodart Limited	Non-Executive Independent Director
Mr. James BarryLeonard	None	Not applicable
Mr. Chuji Kondo	None	Not applicable

vii. Matrix setting out the skills/ expertise/ competence of the Directors:

The Board comprises of qualified members who possess required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees.

Name of the Director	Industry knowledge	Operations	Management	Interpretation of Financial Statements	Understanding of laws, rules and regulations
Mr. AjayAnand	Good	Good	Good	Good	Good
Mr. SanjayAnand	Good	Good	Good	Good	Good
Mr. Manan Shah	Moderate	Moderate	Good	Good	Good
Mr. Vinit Rathod	Moderate	Moderate	Good	Good	Good
Mrs. Rashmi Anand	Good	Moderate	Good	Good	Good
Mr. James Barry Leonard	Good	Good	Good	Good	Moderate
Mr. Chuji Kondo	Good	Good	Good	Good	Moderate

The following skills / expertise / competencies have been identified for the effective functioning of the Company and are currently available with the Board:

Sr. No.	Name of Director	Area of Expertise
1.	Mr. Ajay Anand	 Leadership / Operational experience  Strategic Planning  Industry Knowledge, Research & Development and Innovation  Dealing with large Multinational Retail Corporation  Global Business & Marketing  Financial, Regulatory / Legal & Risk Management  Corporate Governance
2.	Mr. Sanjay Anand	 Leadership / Operational experience  Strategic Planning  Industry Knowledge, Research & Development and Innovation  Dealing with large Multinational Retail Corporation  Global Business & Marketing  Corporate Governance
3.	Mr. Manan Shah	 Leadership  Strategic Planning

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		 Finance, Taxation Regulatory / Legal & Risk Management  Corporate Governance
4.	Mr. Vinit Rathod	 Leadership  Strategic Planning  Finance, Taxation, Commodity, Forex, Regulatory / Legal & Risk Management  Corporate Governance
5.	Mrs. Rashmi Anand	 Industry Knowledge, Research & Development and Innovation  Global Business & Marketing  Financial, Regulatory / Legal & Risk Management  Corporate Governance
6.	Mr. James Barry Leonard	 Industry Knowledge, Research & Development and Innovation  Strategic Planning  Risk/ Financial Management  LeadershipSkills
7.	Mr. Chuji Kondo	 Industry Knowledge, Research & Development and Innovation  Leadership Skills  Strategic Planning  Risk/Financial Management

• viii. The Directors, except Independent Directors are liable to retire by rotation and 1/3 of the Directors retire every year and if eligible, offer themselves for re-appointment.

• ix. The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under the Act and the Listing Regulations along with a confirmation that they have been registered under the database of Independent Directors and comply with sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and qualification of Directors) fifth amendment Rules, 2019. On the basis of the declarations received from each of the Independent Directors, the Board hereby confirms that the Independent Directors of the Company fulfills the conditions specified in the Listing Regulations and are independent of the management.

• x. Mr. Kartik Jethwa (DIN: 08587759), Non-Executive Independent Director of the Company, resigned with effect from October 05, 2022 due to person reasons. The confirmation was received from Mr. Kartik Jethwa stating that there is no other material reason other than the one mentioned in his resignation letter and the said confirmation was also forwarded to Stock Exchange as per the provisions of the Listing Regulations.

• xi. No. of Shares and convertible instruments held by Non-Executive Directors as on March 31, 2023:

Name of the Director	Number of Shares
Mr. Manan Shah,Independent Director	NIL
Mr. Vinit Rathod,Independent Director	NIL
Mr. James BarryLeonard,Independent Director	NIL
Mr. Chuji Kondo,Independent Director	NIL
Mrs. Rashmi Anand,Non-Executive Director	3,43,990

• xii. During the FY 2022-23, information as mentioned in Schedule II Part A of the SEBI (LODR) Regulations, has been placed before the Board for its consideration.

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• xiii. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company at https://www.fazethree.com/corporate-governance/.

• xiv. During the year, the Independent Directors met once on September 16, 2022 without the presence of Executive Directors and Management representatives. The Independent Directors, inter-alia, reviewed the matters discussed and passed in the Board Meetings and Committee Meetings during the year. They also reviewed the performance of Non-Independent Directors, Chairman of the Company and the Board as a whole during the year.

• xv. The Independent Directors inter alia discuss the issues arising out of Committee meetings and Board discussion, if any, including the quality, quantity and timely of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. In addition to these formal meetings, interactions outside the Board Meetings also take place with Independent Directors.

• xvi. The details of the familiarization programme of the Independent Directors are available on the website of the Company at https://www.fazethree.com/corporate-governance/.

• xvii. Criteria for performance evaluation of Directors:

The Board of Directors has approved the criteria for performance evaluation of Directors (including Independent Directors) as recommended by the Nomination & Remuneration Committee. The said criteria inter alia , includes following:

• Attendance at the Board meetings.

• Active participation in the meetings.

• Understanding the critical issues affecting the Company.

• Prompts Board discussion on strategic issues.

• Brings relevant experience to the Board and uses it effectively.

• Understands and evaluates the risk environment of the organization.

• Conducts himself/herself in a manner that is ethical and consistent with the laws of the land.

• Maintain confidentiality wherever required.

• Communicates in an open and constructive manner.

• Seeks satisfaction and accomplishment through serving on the Board.

3. COMMITTEES OF THE BOARD

A. Audit committee

• i. The Audit committee of the Company is constituted in line with the provisions of Regulation 18 of Listing Regulations, read with Section 177 of the Act.

• ii. The terms of reference of the audit committee: The terms of reference as stipulated by the Board of Directors for the Audit Committee covers all matters specified under the Listing Regulations and the Act.

Terms of Reference of the Committee inter alia include the following:

• a. Overview of the Company’s financial reporting process and the disclosure of its financial information;

• b. Review with the management of the annual financial statements;

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• c. Review of Related Party Transactions;

• d. Review of Company’s financial and risk management policies;

• e. Review with the management the performance of statutory and internal auditors, and adequacy of the internal control systems;

• f. Review with the management of the quarterly financial statements;

• g. Recommend to the Board, the appointment, re-appointment or removal of the statutory auditor and the fixation of audit fees;

• h. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• i. Reviewing with the Management, the Annual Financial Statements before submission to the Board;

• j. Discussion with internal auditors any significant findings and follow up thereon and in particular internal control weaknesses and reviewing the adequacy of internal audit function;

• k. To review the functioning of the Whistle Blower mechanism.

• iii. During the year under review, total 5 (five) Meetings were held of Audit Committee on May 21, 2022, May 27, 2022, August 04, 2022, November 08, 2022 and February 02, 2023.

• iv. Mr. Vinit Rathod, Chairman of the Committee was present at the Annual General Meeting held on September 30, 2022.

• v. The composition of the Audit Committee as on March 31, 2023 and the details of meetings attended by its members are given below:

Sr. No.	Name of the Member	Designation	Category	No. of meetings attended
1.	Mr. Vinit Rathod	Chairman	Independent Director	5
2.	Mr. AjayAnand	Member	Executive Director	5
3.	Mr. Manan Shah	Member	Independent Director	5

• vi. All the recommendations by the Committee were accepted and approved by the Board of Directors. Company Secretary of the Company acts as the Secretary to the Committee.

B. Nomination & Remuneration Committee:

• i. The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19 of Listing Regulations read with Section 178(1) of the Act.

• ii. The terms of reference of the Nomination & Remuneration committee:

The terms of reference as stipulated by the Board of Directors for Nomination and Remuneration Committee cover all matters specified under the Listing Regulations and the Act.

Terms of Reference of the Committee inter alia include the following:

• a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel (“KMP”) and other employees;

• b. Specification of manner and criteria for effective evaluation of performance of Board, its committees and individual directors, to be carried out either by the board or by an independent external agency and review its implementation and compliance;

• c. Devising a policy on diversity of board of directors;

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• d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

• e. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• f. To evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director;

• g. Recommend to the board, all remuneration, in whatever form, payable to senior management.

• iii. The Committee has defined the policy on Director’s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the same is also disseminated on the website of the Company at https://www.fazethree.com/policies/.

• iv. The Committee recommends to the Board, the appointment of Key Managerial Personnel, oversees familiarization program for Directors and follow the terms of reference as defined from time to time;

• v. The Committee shall also specify criteria for making payments to non-executive directors, which forms the part of the Nomination & Remuneration Policy of the Company and the said Policy is disseminated on the website of the Company at https://www.fazethree.com/policies/.

• vi. The Committee formulates and recommend to the Board from time to time, a compensation structure for whole-time members of the Board, KMPs and SMPs.

• vii. During the year under review, total 4 (four) Meetings were held of Nomination and Remuneration Committee on May 21, 2022, August 30, 2022, October 05, 2022 and February 02, 2023.

• viii. The composition of the Nomination and Remuneration Committee as on March 31, 2023 and the details of meetings attended by its members are given below:

Sr. No.	Name of the Member	Designation	Category	No. of Meetings attended
1.	Mr. Vinit Rathod	Chairman	Independent Director	4
2.	Mr. Manan Shah	Member	Independent Director	4
3.	Mrs. Rashmi Anand	Member	Non-Executive Director	4

• ix. All the recommendations by the Committee were accepted and approved by the Board of Directors.

• x. Mr. Vinit Rathod, Chairman of the Committee was present at the Annual General Meeting held on September 30, 2022.

• xi. The details of remuneration paid to Managing Director and Whole Time Directors during the year 202223 is given as follows: (No sitting fees paid to the following directors):

			(Amount in INR)
Sr. no.	Particulars	Mr. Ajay Anand (Chairman & ManagingDirector)	Mr. Sanjay Anand (Whole-time Director)
1.	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961	68,61,600	38,40,000
	(b) Value of perquisites u/s 17(2) Income -tax Act,1961	-	-

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	(c) Profits in lieu of salary under section 17(3)	-	-
	Income-tax Act,1961
2.	Stock Option	-	-
3.	Sweat Equity	-	-
4.	Commission	-	-
5.	Others, please specify	-	-
	TOTAL	68,61,600	38,40,000

• xii. The tenure of office of the Managing Director and Whole-time Directors is for 3 (three) years from their respective date of appointment. There is no separate provision for payment of severance fees. The Company does not have a scheme to grant stock options.

xiii. Sitting fees of INR. 25,000/- per annum is paid to the Non-Executive Directors.

• xiv. Details of Sitting Fees paid to Non-Executive Directors during the year is as follows:

Sr. No.	Name of the Member	Category	Sitting Fees(In INR)
1.	Mr. Manan Shah	Independent Director	25,000
2.	Mr. Vinit Rathod	Independent Director	25,000
3.	Mr. Kartik Jethwa	Independent Director	12,500
4.	Mr. James BarryLeonard	Independent Director	12,500
5.	Mr. Chuji Kondo	Independent Director	12,500
6.	Mrs. Rashmi Anand	Non-Executive & Non-Independent	Nil

• xv. During the year, there were no other pecuniary relationships or transactions of Non-Executive Directors with the Company. The Company has not granted any stock options to its Non- Executive Directors.

C. Stakeholders Relationship Committee:

• i. The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of Listing Regulations read with Section 178(5) of the Act.

• ii. Terms of Reference of the Committee inter alia include the following:

• a. To consider and resolve the grievance of all the security holders related to transfer/ transmission of shares, non-receipts of annual reports and non-receipts of declared dividends, issue of new duplicate certificates, general meetings etc.;

• b. To review the measures taken for effective exercise of voting rights by shareholders;

• c. To review the adherence to service standards adopted by the company in respect of various services being rendered by the Share Transfer Agent;

• d. To review various measures and initiatives undertaken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

• e. To review and act upon such other grievances as the Board of Directors delegate to the Committee from time to time.

• iii. The Committee met twice (2) during the year under review i.e. on February 14, 2023 and March 29, 2023.

• iv. Composition of Stakeholders Relationship Committee as on March 31, 2023 and the details of meetings attended by its members are given below:

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Sr. No.	Name of the Member	Designation	Category	No. of Meetings attended
1.	Mr. Vinit Rathod	Chairman	Independent Director	2
2.	Mr. AjayAnand	Member	Executive Director	2
3.	Mr. Manan Shah	Member	Independent Director	2

• v. Mr. Vinit Rathod, Chairman of the Committee was present at the Annual General Meeting held on September 30, 2023.

• vi. Details of Investor complaints received during the year under review:

Complaints Pending as on 01/04/2022	Complaints Received during theyear	Complaints Resolved during theyear	Complaints Pending as on 31/03/2023
Nil	Nil	Nil	Nil

• vii. Name and Designation of Compliance Officer:

Name and Designation of the Compliance Officer	Ms. Samruddhi Varadkar, Company Secretary & Compliance Officer
Address for correspondence	63-64,Mittal Court,C Wing,Nariman Point,Mumbai 400 021
Telephone Number	022 4351 4444/400
E-mail	cs@fazethree.com

D. Corporate Social Responsibility Committee:

• i. The Corporate Social Responsibility Committee (“CSR”) of the Company is constituted in line with the provisions of Section 135 of the Act.

• ii. Terms of Reference of the Committee inter alia include the following:

• a. To formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• b. To recommend to the Board the annual action plan;

• c. To recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy;

• d. To monitor the CSR Policy.

• iii. During the year under review, the Committee met once (1) i.e., on May 21, 2022.

• vii. The composition of the CSR Committee as on March 31, 2023 and the details of meetings attended by its members are given below:

Sr. No.	Name of the Member	Designation	Category	No. of Meetings Attended
1.	Mr. AjayAnand	Chairman	Executive Director	1
2.	Mr. SanjayAnand	Member	Executive Director	1
3.	Mr. Manan Shah	Member	Independent Director	1

E. Management Committee:

• i. The Board of Directors of the Company constituted a Management Committee, for the ease of carrying out day to day Business transactions.

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• ii. The terms of reference of the Management Committee inter alia includes, review of borrowing requirements, investment of surplus funds, Acquisitions, divestments, business development, oversee routine operations that arise in the normal course of the business, such as decision on banking relations, delegation of operational powers, authorizing officers to act on behalf of company for various purpose from time to time and any other items as may be decided by the Board from time to time.

• iii. As on March 31, 2023, the Composition of the Committee is as mentioned below:

Sr. No.	Name of the Member	Designation	Category
1.	Mr. AjayAnand	Chairman	ManagingDirector
2.	Mr. SanjayAnand	Member	Whole-time Director
3.	Mr. Ankit Madhwani	Member	Chief Financial Officer

• iv. During the year under the review, 8 (eight) meetings of the Committee were held i.e., on April 26, 2022, May 05, 2022, July 12, 2022, July 25, 2022, September 29, 2022, November 17, 2022, February 02, 2023 and March 21, 2023.

4. General Body Meetings:

Annual General Meetings:

Year	Date	Venue	Time	Special Resolution
2019-20 35thAGM	September 30, 2020	Through Video Conferencing	10.00 a.m.	No Special Resolution was passed in the meeting.
2020-21 36thAGM	August 09, 2021	Through Video Conferencing	10.00 a.m.	1. Re-appointment of Mr. Ajay Anand (DIN: 00373248) as the Managing Director of the Company; 2. Re-appointment of Mr. Sanjay Anand (DIN: 01367853) as the Whole-time Director of the Company; 3. Re-appointment of Mr. Vinit Rathod (DIN: 07589863) as Independent Director of the Company; 4. Re-appointment of Mr. Manan Shah (DIN: 07589737) as Independent Director of the Company
2021-22 37thAGM	September 30, 2022	Through Video Conferencing	10.30 a.m.	1. Approval for payment of remuneration to Mr. Vishnu Anand, President Marketing, holdingtheplace ofprofit.

All the Resolutions set out in the Notices were passed by the Shareholders.

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5. POSTAL BALLOT

5.1 Details of special resolution passed last year through postal ballot along with voting pattern

During the year under review, the Company has conducted one Postal Ballot by remote e-voting process only, from November 15, 2022 to December 14, 2022 vide notice of Postal Ballot dated November 08, 2022, to seek the Members approval by way of passing a Special Resolution for following resolutions:

• i. Appointment of Mr. James Barry Leonard (DIN: 09744803) as the Non-Executive Independent Director of the Company;

• ii. Appointment of Mr. Chuji Kondo (DIN: 09744760) as the Non-Executive Independent Director of the Company;

• iii. Approval of the Material Related Party Transactions for FY 2022-23;

• iv. Approval of the Material Related Party Transactions for FY 2023-24;

The Board of Directors appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655, CP No. 1798), as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner and he submitted his report on December 15, 2022 and the result of postal ballot was announced on same date. Accordingly, the Special Resolutions were passed with requisite majority on December 14, 2022.

Voting pattern:

Res no.	Resolution	Type of resolution	Postal Ballot	Postal Ballot	E-Voting	E-Voting	Result
			For	Against	For	Against
1.	Appointment of Mr. James Barry Leonard (DIN: 09744803) as the Non- Executive Independent Director of the Company.	Special	--	--	17334395 (99.9999%)	22 (0.0001%)	Passed with requisite majority
2.	Appointment of Mr. Chuji Kondo (DIN: 09744760) as the Non-Executive Independent Director of the Company.	Special	--	--	17334383 (99.9998%)	34 (0.0002%)	Passed with requisite majority
3.	Approval of the Material Related Party Transactions for FY 2022-23.	Ordinary	--	--	4799316 (99.6793%)	15439 (0.3207%)	Passed with requisite majority
4.	Approval of the Material Related Party Transactions for FY 2023-24.	Ordinary	--	--	4799286 (99.6787%)	15469 (0.3213%)	Passed with requisite majority

5.2 Procedure for postal ballot

The postal ballot was conducted pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), [including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in

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force] and General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021 and General Circular No. 3/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and any other applicable law, rules and regulations

In accordance with the MCA Circulars, Postal Ballot was conducted through the remote e-voting process only.

• 5.3 No special resolution is proposed to be passed through Postal Ballot as on the date of this Report.

6. Means of Communication:

The Company’s quarterly/ half yearly/ annual financial results are published in following newspapers:

• i. Indian Express (English) – Gujarat Edition

• ii. Financial Express (Gujarati) – Gujarat Edition

• iii. Mint (English) – Mumbai Edition

Company’s results and official news releases, if any, are sent to Stock exchanges, where the equity shares of the Company are listed and also displayed on the Company’s website www.fazethree.com

The Annual Report of the Company is also available on the website of the Company in a user friendly and downloadable form at www.fazethree.com

No presentations were made to the institutional investors and to the analysts during the FY 2022-23.

7. General Shareholder Information:

	AGM Date, Time and Venue	Pursuant to the General circular no. 10/2022 dated December 28, 2022 issued by Ministry of Corporate Affairs, the 38thAnnual General Meeting of the Company for FY 2022-23, is scheduled to be held on Friday, September 22, 2023 at 04.30 p.m. through video conferencing.
	Company’s Financial Year	1stApril – 31stMarch
	Dividend Payment Date	N.A.
	Financial Calendar For 2023-24 (Tentative) Adoption of Quarterly & Annual Results: June 30, 2023 September 30, 2023 December 31, 2023 Audited Results for March 31, 2024	2ndweek of August, 2023 2ndweek of November, 2023 2ndweek of February, 2023 3rdweek of May, 2024
	Date of Book Closure	Thursday, September 21, 2023 to Friday, September 22, 2023 (Both days inclusive)
	Listing on Stock Exchange	BSE Limited, Phiroze Jeejeebhoytowers,

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	Dalal Street, Mumbai – 400001. National Stock Exchange of India Limited Exchange Plaza, Plot No. C/ 1, G Block,Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. (Listed w.e.f. November 18, 2022) The listing fees has been duly paid by the Company for the F.Y. 2022-23.
BSE Scrip Code NSE Symbol	530079 FAZE3Q
ISIN	INE963C01033
Registrar and Transfer Agent	Link Intime India Private Limited C 101, 247 Park, LBS Marg, Vikhroli (W), Mumbai – 400083. Phone: 022 - 4918 6270 Website: www.linkintime.co.in Email: rnt.helpdesk@linkintime.co.in
Share Transfer System	In terms of requirements of Regulation 40 of the Listing Regulations, the request for transfer of securities shall not be processed unless the securities are held in the dematerialised form with Depositories. While the request for transmission or transposition of securities held in physical or dematerialised form shall also be effected only in dematerialised form. The transactions of the shares held in Demat and Physical form are handled by the Company's Depository Registrar M/s. Link Intime India Private Limited.
Credit ratings	CARE has reaffirmed the credit rating of the Company on September 05, 2022 as following: Long Term Bank Facilities at ‘CARE A-; Positive’ (Single A Minus and outlook Positive) & Short Term rating has been reaffirmed at ‘CARE A2+’ (A Two Plus).
Commodity price risk or foreign exchange risk and hedging activities	The major raw material for company is yarn (Cotton and Polyester). The entire raw material is sourced locally. The Senior Management is involved in acquisition and negotiation of cost based on order size. The raw material sourcing is planned in advance as per requirement at each location and depending on order size and quantum, material is acquired either individually at each plant location or in bulk by senior management.

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A robust planning and strategy ensure that Company’s interests are protected despite volatility in Commodity prices. The Company manages foreign exchange risk with appropriate hedging activities. The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to firm commitment. The coverage of foreign exchange exposure through forward contracts are decided based on orders in hand, market conditions, movement of exchange rate and accordingly foreign exchange exposure is hedged and kept uncovered. The details of foreign exchange exposures as on March 31, 2023 are disclosed in Note No. 39 to the notes forming part of the standalone financial statements.

8. MARKET PRICE DATA:

Monthly closing share price chart compared with BSE SENSEX and Nifty 50 during year ended March 31, 2023.

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FTL & SENSEX Movement
400 70000
65000
350
60000
300
55000
250 50000
45000
200
40000
150
35000
100 30000
Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23
FTL SENSEX
FTL & NIFTY 50 Movement
400
22000
350
300 17000
250
12000
200
7000
150
100 2000
Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23
FTL NIFTY 50
SENSEX
FTL Share Price (Rs.)
NIFTY 50
FTL Share Price (Rs.)
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*Listed on NSE w.e.f. November 18, 2022.

9. Monthly high and Low compared with BSE Sensex and Nifty 50:

Month			BSE		NSE	NSE	NSE
	High Price	Low Price	Volume (No of shares traded)	Sensex	High Price	Low Price	Volume (No of shares traded)	Nifty 50
Apr-22	394.4	310	330965	57060.87	Not Applicable The Company is listed on NSE w.e.f. 18, 2022.			November
May-22	373	291.85	383292	55566.41
Jun-22	354	275.8	302704	53018.94
Jul-22	348	301.55	130147	57570.25
Aug-22	434.7	305.1	548182	59537.07
Sep-22	386.75	305.15	426003	57426.92
Oct-22	344.4	299.65	211337	60746.59
Nov-22	343.9	269	269582	63099.65	319.8	268.05	97950	18758.35
Dec-22	313	252	142279	60840.74	314.75	247.8	256072	18105.3
Jan-23	291	271.85	30738	59549.9	292.9	265.4	103737	17662.15
Feb-23	309.95	251	32041	58962.12	294.95	251	87625	17303.95
Mar-23	330	271.6	80452	58991.52	331.4	270.1	185485	17359.75

10. Distribution of shares and shareholding as on March 31, 2023:

Sr. No.	No. of Equity Shares Held	No. of Equity Shares Held	Shareholders	Shareholders	Shareholding	Shareholding
	From	To	Nos	%	Nos	%
1.	Upto 100		4760	64.31	1,61,305	0.66
2.	101	200	757	10.23	1,19,818	0.49
3.	201	500	1186	16.02	3,71,997	1.53
4.	501	1000	303	4.09	2,38,023	0.98
5.	1001	5000	282	3.81	5,93,013	2.44
6.	5001	10000	46	0.62	3,27,976	1.35
7.	10001	100000	50	0.68	17,26,188	7.10
8.	100001 and above		18	0.24	0.24	85.45
	Total		7402	100.00	2,43,19,000	100.00

11. Shareholding Pattern as on March 31, 2023:

Category Code	Category of Shareholder	Total No. of Shares	%
(A)	Promoter and Promoter Group Holding
1	Indian Promoters	1,36,57,097	56.16
	Foreign Promoters	-	-
	Sub Total(A)	1,36,57,097	56.16
(B)	Non-Promoter shareholding
1	Institutions	-	-
	Sub Total(B1)	-	-
2	Non-Institution
i.	Individuals shareholders holding nominal share capital upto Rs. 2 lakhs	17,70,345	7.28

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ii. iii. a. b. c. d. e. f.	Individuals shareholders holding nominal share capital above Rs. 2 Lakhs	73,89,501	30.39
	NBFCs registered with RBI	250	0.00
	Any Other
	KeyManagerial Personnel	2	0.00
	Bodies Corporate	6,86,885	2.82
	Clearingmembers	9024	0.04
	HUF	1,93,834	0.80
	Non-Resident Indian	5,40,183	2.22
	LLP	71,879	0.30
	Sub Total(B2)	1,06,61,903	43.84
	GRAND TOTAL(A+B1+B2)	2,43,19,000	100.00

12. Dematerialization of shares and liquidity:

Sr. No.	**Type **	Total Folios	Total Shares
1.	Physical Holding	461	6,12,805
2.	CDSL Holding	4125	1,54,06,348
3.	NSDL Holding	2816	82,99,847

13. Plant Locations:

• Handloom & Made-ups Plant -Jatal Road, Anand Nagar, Panipat, Haryana;

• Handloom & Made-ups Plant - G.T. Road, Opposite B.B.M.B. Residency Colony, Panipat 132103, Haryana;

• Handloom & Made-ups Plant - Panipat Gohana National Highway -71A, Village Mehrana Distt. Panipat, Panipat-132103, Haryana;

• Weaving & Made-Ups Plant - Survey No. 380/1, Village Dapada, UT of Dadra & Nagar Haveli and Daman & Diu;

• Bathmat Plant - Survey No. 356/1&2, Village Dadra, UT of Dadra & Nagar Haveli and Daman & Diu;

• Dye-House - Plot No. 71, GIDC, Vapi Industrial Area, Valsad, Gujarat.

• Mats and More Private Limited - Mats and other floor coverings - H- 33, MIDC Waluj Aurangabad – 431 136, India.

14. Address for Correspondence:

Corporate Office address		63,6thFloor,Mittal Court,WingC,Nariman Point,Mumbai – 400 021.
Phone:		+91(022)4351 4444/400
Website:		www.fazethree.com
Email Id:		cs@fazethree.com

15. Other disclosures:

i. Related party transactions:

All related party transactions entered into with related parties as defined under the Act and Regulation 23 of Listing Regulations during the financial year were in the ordinary course of business and at arm’s length basis. These have been approved by the Audit Committee and all transactions with omnibus approval are reviewed quarterly by the Audit Committee. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website at the following link https://www.fazethree.com/policies/

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• ii. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the stock exchanges or the SEBI or any statutory authority, on any matter related to capital markets, during the last three years i.e., 2020-21, 2021-22 and 2022-23 respectively: NIL

• iii. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of Listing Regulations for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been also put up on the website of the Company at the following link https://www.fazethree.com/policies/.

• iv. The Company has also adopted Policy on Determination of Materiality for Disclosures and Policy for Preservation of Documents. The said policy has been also put up on the website of the Company at the following link https://www.fazethree.com/policies/.

• v. The Company has also adopted Policy on Determining Material Subsidiaries and the same is hosted on the website of the Company at https://www.fazethree.com/policies/

• vi. The Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints filed duringthe financialyear	NIL
Number of complaints disposed of duringthe financialyear	NIL
Number of complaintspendingas on end of the financialyear	NIL

• vii. Total fees for all services paid by the listed entity and its subsidiaries on a consolidated basis, to the statutory auditor:

Company Name	Remunerationpaid(Amount in INR)
Faze Three Limited	18,50,000
Mats and More Private Limited,WhollyOwned subsidiary	21,000

• viii. The Company has implemented the mandatory requirements of Corporate Governance as set out in the Listing Regulations. The Company has adopted the following discretionary requirements of the Listing Regulations:

• The Company follows the regime of financial statements with unmodified audit opinion.

• The internal auditor reports directly to the Audit Committee as well as the Board of Directors.

• ix. The disclosure of commodity price risks and commodity hedging activities:

The Company is not dealing in commodity price and commodity hedging activities hence there is no risk related to commodity price or commodity hedging activities.

• x. Compliance Certificate as stipulated in Chapter IV of Listing Regulations obtained from Practicing Company Secretary, certifying the Compliance by the Company with the provisions of Corporate Governance of the Listing Regulations is given as an Annexure to this Report.

• xi. The Company has complied with corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations.

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• xii. The Company did not raise any funds through preferential allotment or qualified institutions placement during the Financial Year 2022-23.

• xiii. There were no instances where the recommendations made by any of the Committees of the Board were not accepted by the Board.

• xiv. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount’:

Name of Company to whom the loan is advanced	Interest Directors	Amount
Mats and More Private Limited (Wholly owned subsidiary)	Mr. Ajay Anand and Mr. SanjayAnand	INR 8.02 crores

• xv. On an annual basis, the Company obtains from each Director, details of the Board and Board Committee positions he / she occupies in other Companies, and changes if any regarding their Directorships. The Company has obtained a certificate from Sanjay Dholakia & Associates, Practicing Company Secretary (CP No.1798), under Regulation 34(3) and Schedule V Para C Clause (10) (i) of Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the SEBI and Ministry of Corporate Affairs or any such authority.

• xvi. Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries. – Not applicable

xvii. Unclaimed Dividends:

Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF.

Year of declaration	Type of Dividend	Dividend per share	Date of declaration	Due date for transfer to IEPF
2018-19	Interim	Rs. 0.50/-	May22,2018	June 25,2025
2019-20	Interim	Rs. 0.50/-	March 03,2020	April 06,2027
2022-23	Interim	Rs. 0.50/-	May27,2022	June 30,2029

For and on behalf of Board of Directors Faze Three Limited Sd/Ajay Anand Date: May 23, 2023 Chairman & Managing Director Place: Mumbai DIN: 00373248

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DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

To

The Members of Faze Three Limited

Sub: Compliances with Code of Conduct

I hereby confirm that, the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation(s) that they have complied with the Code of Conduct for Board Members and Senior Management Personnel, for the financial year ended March 31, 2023.

For and on behalf of the Board Place: Mumbai Date: May 23, 2023 Sd/Ajay Anand Chairman & Managing Director

CEO/ CFO CERTIFICATE UNDER REGULATION 17(8) OF SEBI (LODR) REGULATIONS 2015

To,

The Board of Directors Faze Three Limited

• A. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2023 and to the best of our knowledge and belief:

• these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• these statements together present a true and fair view of the listed entity‘s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company’s code of conduct.

• C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.

• D. We have indicated to the Auditors and the Audit Committee:

• that there are no significant changes in internal control over financial reporting during the year;

• that there are no significant changes in accounting policies during the year; and

• that there are no instances of significant fraud of which we have become aware.

For and on behalf of the Board Faze Three Limited

Place: Mumbai Date: May 23, 2023 Sd/Ajay Anand Chairman & Managing Director

Sd/Ankit Madhwani Chief Financial Officer

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PRACTISING COMPANY SECRETARY CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To, The Members of Faze Three Limited CIN: L99999DN1985PLC000197

I have examined the compliance of conditions of Corporate Governance by Faze Three Limited as stipulated in regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or the effectiveness with which the management has conducted the affairs of the Company.

For SANJAY DHOLAKIA & ASSOCIATES

Sd/-

(SANJAY DHOLAKIA)

Practicing Company secretary Proprietor

Membership No. 2655 C P No.: 1798

Place: Mumbai Date: 23[rd] May, 2023

UDIN: F002655E000354853

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

T o, The Members of FAZE THREE LIMITED CIN: L99999DN1985PLC000197

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of FAZE THREE LIMITED having CIN L99999DN1985PLC000197 and having registered office at Survey No. 380/1, Khanvel Silvassa Road, Village Dapada, Dadra & Nagar Haveli 396230 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31[st ] March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of appointment in Company
1	AjayAnand	00373248	20/06/2013
A2	SanjayAnand	01367853	01/12/2009
3	Rashmi AjayAnand	00366258	23/08/2019
4	Manan ManojShah	07589737	12/08/2016
5	Vinit Arvind Rathod	07589863	12/08/2016
6	Chuji Kondo	09744760	05/10/2022
7	James BarryLeonard	09744803	05/10/2022

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For SANJAY DHOLAKIA & ASSOCIATES

Sd/- (SANJAY DHOLAKIA) Practicing Company secretary Proprietor

Membership No. 2655 C P No.: 1798 Place: Mumbai Date: 23[rd] May, 2023 UDIN: F002655E000354864

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Annexure VI

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[st ] MARCH 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, FAZE THREE LIMITED CIN: L99999DN1985PLC000197

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FAZE THREE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit of the Company, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31[st] March 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31[st] March, 2023 according to the provisions of:

• i. The Companies Act, 2013 (the Act) and the rules made thereunder;

• ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• v. The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and which are applicable to the Company:-

• a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• d. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company during the year under review.

2. e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

3. f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

4. g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

5. h. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

6. i. The Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021;

7. vi. Laws applicable to the industry to which the Company belongs, as identified by the Management is given as under:-

Factories Act, 1948 Industrial Dispute Act, 1947 The Payment of Wages Act, 1936 The Minimum Wages Act, 1948 Employees' State Insurance Act 1948 The Employees' Provident Fund and Miscellaneous Provisions Act, 1952 The Payment of Bonus Act, 1965 The Payment of Gratuity Act, 1972 The Contract Labour (Regulation and Abolition) Act, 1970 The Maternity Benefit Act, 1961 The Industrial Employment (Standing Order) Act, 1946 The Apprentices Act, 1961 The Environment (Protection) Act, 1986 The Hazardous Wastes (Management, Handling And Trans boundary Movement) Rules, 2008 The Water (Prevention and Control of Pollution) Act, 1974 The Air (Prevention and Control of Pollution) Act, 1981 The Child Labour (Prohibition and Regulation) Act, 1986 The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Maharashtra Shops and Establishments Act 1948 The Noise Pollution (Regulation and Control) Rules, 2000 National Textile Policy, 2000 The Textile Committee Act, 1963 The Handlooms (Reservation of Articles for Production) Act, 1985 Textiles (Development and Regulation) Order, 2001

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations and Guidelines Standards mentioned above.

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I further report & confirm that the company has maintained Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities And Exchange Board of India (Prohibition Of Insider Trading) Regulations, 2015 for the year ended 31.03.2023.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this Report.

For SANJAY DHOLAKIA & ASSOCIATES

Sd/- (SANJAY R DHOLAKIA) Practising Company Secretary Proprietor

Membership No. 2655 /CP No. 1798

Date: 23[rd] May 2023 Place: Mumbai

UDIN: F002655E000354798

Peer Reviewed Firm No. 2036/2022

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ANNEXURE A TO THE SECRETARIAL AUDITOR REPORT

The Members, FAZE THREE LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, I have obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other applicable laws, rules, regulations and norms is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For SANJAY DHOLAKIA & ASSOCIATES

Sd/-

(SANJAY R DHOLAKIA) Practising Company Secretary Proprietor

Membership No. 2655 /CP No. 1798

Date: 23[rd] May 2023 Place: Mumbai

UDIN: F002655E000354798 Peer Reviewed Firm No. 2036/2022

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Business Responsibility and Sustainability Report for FY 2022-23

SECTION A: GENERAL DISCLOSURES

• I. Details of the listed entity

• Corporate Identity Number (CIN) of the Listed Entity: L99999DN1985PLC000197

• Name of the Listed Entity: Faze Three Limited

• Year of incorporation: 1985

• ������������������������������������������������������������������������������������������������������������� DN 396230 IN

• ������������������������������������������������������������������������������������������

• ������������������������

• ���������������������������

• ��������������������������

• ������������������������������������������������������������������������

• ���������������������������������������������������������������������������������������������������������������

• ��������������������������

• ������������������������������������������������������������������������������������������������������������������������� �������������������

  • ������������������������������������������� ��������������������������������

  • ��������������������������

• ������������������������������������������������������������������������������������������������������������������������ ������������������������������������������������������������������������������������������������������������������������������ ��������������������������������������������������������������������������������������������������

II. Products/services

1. ��������������������������������������������������������������������

S. No.	Description of Main Activity	Description of Business Activity	% of Turnover of the entity
1	�������������	�����������������������������	���
������������������������������������������������������������������������
S. No.	Product/ Service	NIC Code	% of total Turnover contributed
1	��������������������������� ����������������������	1392	���

1. �����������������������������������������������������������������������������������

III. Operations

�����������������������������������������������������������������������������������������

Location	Number of plants	��������������	Total
��������	7	2	9
�������������	–	–	–

���������������������������������

a. Number of locations

Locations	Number
���������������������	0
�����������������������������	31

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• b. What is the contribution of exports as a percentage of the total turnover of the entity? 90%

• c. A brief on types of customers

������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� ������

18. Employees

Details as at the end of Financial Year: 31[st] March, 2023

• a. Employees and workers (including differently abled):

S. No.	Particulars	Total (A)	Male	Male	Female	Female	Others	Others
			No. (B)	% (B / A)	No. (C)	% (C / A)	No. (H)	% (H / A)
EMPLOYEES
1	Permanent (D)	561	523	93.23	38	6.77	0	0
2	���������������������	0	0	0.00	0	0.00	0	0
	Total employees (D+E)	561	523	93.23	38	6.77	0	0
WORKERS
1	������������	1315	1032	78.48	283	21.52	0	0
2	���������������������	787	614	78.02	173	21.98	0	0
	Total Workers (G+F)	2102	1646	78.31	456	21.69	0	0

b. Differently abled Employees and workers:

S. No.	Particulars	Total (A)	Male	Male	Female	Female	Others	Others
			No. (B)	% (B / A)	No. (C)	% (C / A)	No. (H)	% (H / A)
DIFFERENTLY ABLED EMPLOYEES
1	Permanent (D)	0	0	0	0	0	0	0
2	���������������������	0	0	0	0	0	0	0
	Total employees (D+E)	0	0	0	0	0	0	0
DIFFERENTLY ABLED WORKERS
1	������������	2	1	0	1	50	0	0
2	���������������������	1	1	100	0	0	0	0
	Total Workers (G+F)	3	2	66.6�	1	33.33	0	0

19. Participation/Inclusion/Representation of women

Particulars	Total (A)	No. and percentage of Females	No. and percentage of Females
		No. (B)	% (B / A	)
����������������	7	1	�����
����������������������	2	1	�����

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	FY 2020-21	(Turnover rate in the year prior to the	previous FY)	Male Female Others Total	����� ����� ���� �����				Does the entity indicated at column A,	participate in the Business Responsibility	initiatives of the listed entity? (Yes/No)	No	No
��������������������������������	FY 2022-23 FY 2021-22	(Turnover rate in current FY) (Turnover rate in previous FY)		Male Female Others Total Male Female Others Total	����������������� ���������� � ����� ����� ���� ����� ����� ���� ���� ����	IV. Holding, Subsidiary and Associate Companies (including joint ventures)	21. (a) Names of holding / subsidiary / associate companies / joint ventures		S. Name of the holding / Indicate whether holding/ % of shares held by	No. subsidiary / associate Subsidiary/ Associate/ Joint Venture listed entity	companies / joint ventures (A)	20. 1 �������������� ���������������������������� ������	2 ������������������������� ��������������������������� �����	II. CSR Details	22. ��� ���������������������������������������������������������������������	�����������������������������<br>�����������������|������������������������������ �����������������

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FY 2021-22 Previous Financial Year	Remarks	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	Number of complaints pending resolution at close of the year	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	Number of �������������� during the year	NIL	NIL	NIL	NIL	NIL	NIL	NIL
FY 2022-23 Current Financial Year	Remarks	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	Number of complaints pending resolution at close of the year	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	Number of �������������� during the year	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy)		��������������������������������� �������������������������������������� ����������������������������������� to ascertain and address community ���������������	No	��� ������� ��� ������������ ������������ ��������� ��������� �� ����������������������������� ������������� ��� ����� �� ��� ������������������������������� �� ������� ������������ ����������� �������������������������������� �������������������������������� ������������������������������������� �����	������������������������������������� ����������������������������������� �������������	�����������������������������������	��������������������������������� ���������������������������������� ������������������������������������ ��������������������������������� 360 degree communication.	��������������������������������� �������������������������������������� ���������������������������������� chain partners to ascertain and address ������������������������
Stakeholder group from whom complaint is received		Communities	������������������� �������������	������������	��������	�������	Customers	������������������

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����������������������������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������������������������	Financial implications of the risk or opportunity (Indicate positive or negative implications)	Positive: ����� �� �������� ��������������������������� Negative: �������������� ��� ������������������������ ������������������������������ ��������������������������	Negative:������������������� ������������������������������ Positive:���������������������� ��������������������������� ���������	Negative:��������������������� impact the manufacturing process.
	In case of risk, approach to adapt or mitigate	�� �������������������� �������������� ��� �� ������ ��� ������� ���������������������� �������� ��� ������� consumption contributing up �������������������������� units consumed. �� ��������� ������� ����� �������������������������� ����������������������� ������������������������������� �������������������������������� �� ��������������������������� �������������������������� ����� �� ��� ������� ���� ���������������������������	��� ������� ��� �� ����� ��� �������� ������ �� ���������������� ����� �� ��� ��� ������������������������ ��������������������������������������������� �������������������������������������������� �����������������������������	�������������������������������� ������������������������������ ��������� ������ ������ �������� ������������������������������������ ������������������������������� �������������������������
	Rationale for identifying the risk / opportunity	���������������������������� ���������������������������� �������������������������� ������������������������ ������������������������� business needs by creating ����������� �������� ��� �������������������������� ����������������������	�������������������������� ��������������������������� ��� �������� ��� ����������� ����������������������������� �����������������������������	������������������������ ������������������������������
	Indicate whether risk or opportunity (R/O)	������������������	����	����
	����������������������	���������������������������	�����������	���������������
	S. No.	1	2	3

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Financial implications of the risk or opportunity (Indicate positive or negative implications)	Positive: ����� ��� ������� ����������������������������� ������������������������� ���������������������� Negative:������������������� ��������������������������� ������������	Negative:����������������� ����������������������������� ����������������������������	Positive:���������������������� ����������������������������� ��������������������������� Negative:����������������� ������������������������� ����������������������	Positive: ����������� �� ��������������������������� ����������������������� ���������������� Negative:�������������������� can impact manufacturing.
In case of risk, approach to adapt or mitigate	1. The Company continues to monitor ��������������������������������� ������������ ��� ��� �� ��� ����������� 2. ���������������������������� �������������������������� ��������������������������� ������������������ 3. ���������������������������� in organised manner.	1. ������������������������������ audits and safety inspections at a �������������������� 2. ��������������������������� ������������������������������� ����������������������������� ������������������������������ them. 3. ��������������������������� �� ���������� ��������� ������ ���������� ���� ���������� ������������������������������ ������ 4. ��������������������������� response procedures and �����������������	1. ����������������������������� ������������������������������� ������� 2. ��������������������������������� �������������������������������� standards. 3. ������������������������������� standards.	1. �������������������������� ����������� 2. �������� ��� ������ �������� ��������������������������������
Rationale for identifying the risk / opportunity	����������������������������� ���������������������������� ������������������������������ ����������������������������� ���������������������������� �������	�������� ��������� ��������� ����������������������������� ���������������������������� ��������������������������� ������������������������� ����������������������	The manufacturing operations of ��������������������������� ����������������������������� ����������������������������� ��������������������������� ���������������������	Disruption in manufacturing ������������������
Indicate whether risk or opportunity (R/O)	������������������	����	������������������	������������������
����������������������	�����������������	�������������������������� �����	�������������������	����������������������
S. No.	4	5	6	7

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S. ���������������������� Indicate whether risk or Rationale for identifying In case of risk, approach to adapt or Financial implications of the risk	No. opportunity (R/O) the risk / opportunity mitigate or opportunity (Indicate positive	or negative implications)	8 ���������� ����������� ��������������������� 1. �������� �������� �� ��������� Positive:	������������������������ ����������������������� �������������������������� approaches to the business. 1. ��������� ���������������� ������ �� ��� ���������	������������������������� 2. ���������������������������� ����������������������	��������� ������������� process. 3. ����������� ���� ����������� ����������������������������� 2. �������������������������� �������������������	������ ������� ��� ����� �	��������������������������	9 Reputation ����������� ��������������������������� 1. �������� ���������� ������� Positive:��������������������	�������������������������� ����������� brand presence and reputation	����������������������������� 2. �������� ������� �������� �� promised. ������� ����������� �������� ���������������	3. ���������� ���� ��� ����������	norms.	4. ��������������������������������	�����������������������������	�������������������	SECTION B: MANAGEMENT AND PROCESS DISCLOSURES	This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core	Elements.	Disclosure Questions P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9	Policy and management processes	1. �������� ���� �������� ������� Yes Yes Yes Yes Yes Yes No Yes Yes	�����������������������������	���������������������������	��������	��������������������������� Yes Yes Yes Yes Yes Yes No Yes Yes	�����������������	���������������������������������� ����������	2. ������������������������������� Yes Yes Yes Yes Yes Yes No Yes Yes	�����������������������������	3. ��������������������������������� Yes Yes Yes Yes Yes Yes No Yes Yes	���������������������������

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P 9	��������������� �������������������� ����������������� ����������������	������������������������������	���������������������������������������������������������������������������������������������������������������������������������������������������������������� �����������������	Governance, leadership and oversight	����	The Board of Directors of the Company through top management oversee the implementation of the Business Responsibility policies.	NO	Note 1	Link for policies	�����������������������������������	�����������������������������������
P 8	������������ ���� ������������ ������� ������������ �������������� ��������������
P 7	����
P 6	������������� ������������� ������������� ������������� ��������
									Applicable Policies	�������������������������������������������� ���������������������������������������������� ��������������������������������������������� ����������������������������������	���������������������������������
P 5	�����������	������������������������������������������������������������������������������������������������
P 4	������ ��������� �������������� ������������ ����������� ��������������� �������������� ����������� �������� �������������� ������������
P 3	������ ������������ ��������������� security �����������
P 2	���������������������� ��������������������� �������������������� ���������������������� ������������������� ����������������������� ������������ ��������������������� ������������������� ���������������������� ������������������� �������������
									Principles	PRINCIPLE 1 -�������������������������������� ������������������������������������������ ���������������������������������	PRINCIPLE 2 -������������������������������� �����������������������������������������
P 1	������������� ������������� ������������� ���������������� ������������������� ��������������� �������������������� ������������ ����������������� ��������������� �������������� �������������� ��������������
Disclosure Questions	4. ��������������������������������� ������������������������������������ ������������������������������ ���������� ���������� ��������� ����������������������������� ��������������������������� ������������������������������� ���������������������������� ������������������������� ���������������������������������� �������������������������������� ����������������������������� ����������������������������� ����������������������������	5. ��������������������������� ������������������������� �����������������������	6. Performance of the entity against ������������������������������ ��������������������������������� ������������������������		7. ������������������������������ �� ������������������������������� �� ��������������������������������� ����������������������������������� ����������������������������������� �����������������	8. ������� �� ��� ������� ��������� � ����������� ��� �������������� �� ��������� �� ��� ����������������������������������	9. �������������������������� ���������������������������� ����������� ��� �������� ������ �� �������������� ������� ������� ������������������������������ ����������

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Link for policies	�����������������������������������	�����������������������������������	�����������������������������������	�����������������������������������	��	�����������������������������������	�����������������������������������	���������������������������������������	Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee	P 9	��������� �� ��������	��������� �� ��������		Frequency (Annually/ Half yearly/ Quarterly/ Any other – please specify)	P 9	��������	���������
										P 8	��������� �� ��������				P 8	��������	���������
										P 7	��	��			P 7	��	��
										P 6	���������	�� ��������			P 6	��������	���������
										P 5	���������	�� ��������			P 5	��������	���������
Applicable Policies	���� �� ������� ��� ���������� �� ������� �������������������������������������������� �������������������	�����������������������������������	����������������������������������	������������������������������������������������� ��������������������	��	�����������������������������������	��������������
										P 4	���������	�� ��������			P 4	��������	���������
										P 3	���������	�� ��������			P 3	��������	���������
										P 2	���������	�� ��������			P 2	��������	���������
										P 1	���������	�� ��������			P 1	��������	���������
									Subject for Review		������������������������������������������������	������������������������������������������������ ��������������������������������������������������		Subject for Review		������������������������������������������������	������������������������������������������������ ��������������������������������������������������
Principles	PRINCIPLE 3 -��������������������������������� ������������������������������������������������� �����������	PRINCIPLE 4 -�������������������������� ����������������������������������������������	PRINCIPLE 5 -��������������������������������� human rights	PRINCIPLE 6 -������������������������������������� ���������������������������������	PRINCIPLE 7 -������������������������� ������������������������������������������������� ��������������������������������������	PRINCIPLE 8 -�������������������������������� �����������������������������	PRINCIPLE 9 -����������������������������� ������������������������������������������ manner

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11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency.	(Answer in Yes or no)	P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9	No No No No No No No No No	���������������������������������������������������������������������������������������������	Questions P 7	������������������������������������������������������������������ No	�������������������������������������������������������������������� No	������������������������������������	��������������������������������������������������������������������� No	������������������	������������������������������������������������ No	����������������������������� ��������������������������������������������������������������	��������������������������������������������������������������	�������������������������������������������������������������������	���������������������������������������������������������	PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.	Essential Indicators	�� ���������������������������������������������������������������������������������������������������	Segment Total number of Topics /principles covered under the training and its %age of persons in respective	training and awareness impact category covered by the	programmes held awareness programmes	���������������� ������������������������������������������������������������������������� ���	����������������������������� ���������������������� ����	���������������������������� 129 ������������������������������������������ ����	���������������������������������������������������	��������������������������������������	������� 256 ������������������������������������������ ����	���������������������������������������������������	��������������������������������������������������	�������������������������������������������

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NGRBC Principle Name of the regulatory/ enforcement agencies/ judicial institutions Brief of the Case Has an appeal been preferred? (Yes/No) Imprisonment � � � � Punishment � � � � 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. Case Details Name of the regulatory/ enforcement agencies/ judicial institutions ������������� � � � �� Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy: �������������������������������������������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������� �� ���������������������������������������������������������������������������������������������������������������������������������������
	��������� �����������������������	NIL
	FY 2022-23 (Current Financial Year)
	Case Details	Directors	����	���������	�������

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��������� �����������������������	�������	NIL	NIL	����������������������������������������������������������������������������������������������������������������������������������������� institutions, on cases of corruption and conflicts of interest: Not applicable Leadership Indicators �� ��������������������������������������������������������������������������������������������������	%age of value chain partners covered (by value of business done with such partners) under the awareness programmes
	Number
					Topics / principles covered under the training
FY 2022-23 (Current Financial Year)	Remarks
	Number
					Total number of awareness programmes held
Case Details		�������������������������� ���������������������������� of Interest of the Directors	�������������������������� ���������������������������� �������������������

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Essential Indicators	�� ��������������������������������������������������������������������������������������������������������������������������������	processes to total R&D and capex investments made by the entity, respectively.	Current Financial Year Previous Financial Year Details of improvements in environmental and	2022-23 2021-22 social impacts	��� � � ���������������������������������������������	����� ����� ����� ������������������������������������������������� �����������������������������	2. �� �������������������������������������������������������������	�� �������������������������������������������������������	3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b)	E-waste (c) Hazardous waste and (d) other waste.	(a) Plastics (including packaging) -�����������������������������������������������������������������������������������������������	(b) E-waste���������������������������������������������������������������������������������������������������������������	(c) Hazardous waste -���������������������������������������������������������������������������������������������������������������������	�������������������������������������	(d) Other waste -����������������������������������������������������������������������������������������	�� ����������������������������������������������������������������������������������������������������������������������������������������	Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. - No	Leadership Indicators	1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)?	If yes, provide details in the following format?	�������������������������������������������������������������������������������������������������������������������������������������������������

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������������������������������������������������������������������������������������������������������������������������������������������ Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same.	Action Taken	��������������������������������������������������������������������������� ������������������������������������	������������������������������������������������������������������������������	����������������������������������������������������������������������� source.	i. ��������������������������������������������������������������������������� energy. ii. ���������������������������������������������������������������������� iii. ������������������������������������������������������������������������� ������������������������ ��� ������������������������������������������������������������������������ energy.	�������������������������������������������������������������������������� ���������������������������������������������������������	Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry).	Recycled or re-used input material to total material	��������� ���������������������	6.63	6.73	3.04	100	100	1.26
									FY 2022-23 Current Financial Year	����	�����	����	���	���	����
	Description of the risk / concern	���������������	Carbon emission	Carbon emission	Carbon emission	�������������������������� ���������		Indicate input material		�����������	Yarn	������������	Fiber	Chindi	����������������
	Name of Product / Service	�����������	���	����	����������������������	�������������

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4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, rec ycled, and safely disposed.	����������������������������������������������������������������������������������������������������������������������������������������������	���������������������������������������������������������������	5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.	�������������������������������������������������������������������������������������������������������������������	PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains	Essential Indicators	1. a. Details of measures for the well-being of employees:	Essential Indicators	Category Total Health insurance Accident insurance ���������������� ���������������� Day Care facilities	(A) Number (B) % (B / A) Number (C) % (C / A) Number (D) % (D / A) Number (E) % (E / A) Number (F) % (F / A)	Permanent employees	���� ��� 359 68.�� ��� ������ 0 0 ��� ������ ��� �����	������ 38 22 57.89 �� ������ �� ������ 0 0 �� ������	Total 56� 381 67.�� ��� ������ �� ���� ��� 0 ��� 0	Other than Permanent employees	���� 0 0 0 0 0 0 0 0 0 0 0	������ 0 0 0 0 0 0 0 0 0 0 0	Total 0 0 0 0 0 0 0 0 0 0 0	b. Details of measures for the well-being of workers:	Permanent workers	Category Total Health insurance Accident insurance ���������������� ���������������� Day Care facilities	(A) Number (B) % (B / A) Number (C) % (C / A) Number (D) % (D / A) Number (E) % (E / A) Number (F) % (F / A)	Permanent employees	���� 1018 1018 100 ���� ������ 0 0 ���� ������ ��� �����	������ 297 297 100 ��� ������ ��� ������ 0 0 ��� ������	Total 1315 1315 100 ���� ������ ��� ����� ���� ����� ���� �����	Other than Permanent workers	���� 614 614 100 ������ 0 0 ��� ������ ��� ����� ���	������ 173 173 100 ������ ��� ������ 0 0 ��� ������ ���	Total 787 787 100 ��� ������ ��� ����� ��� ����� ��� �����

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	������� FY 2022-23 FY 2021-22	Current Financial Year Previous Financial Year	No. of No. of workers Deducted and No. of No. ofworkers Deducted and	employees covered as a % of deposited with employees covered as a % deposited with	covered as a % of total workers the authority covered as a % of of total workers the authority	total employees (Y/N/N.A.) total employees (Y/N/N.A.)	PF 100 100 Yes 100 100 Yes	�������� 100 100 Yes 100 100 Yes	��� 100 100 Yes 100 100 Yes	�������������������� � � � � � �	������������������������������������������������������������������������������������������������	Accessibility of workplaces	�������������������������������������������������������������������������������������������������������������������������������������������	������������������������������������������������������������������	Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.	����������������������������������������������������������������������������������������������������������������������������������������������	���������������������������������������������������������������������������������������������������������������������������������������������������	������������������������������������������	��������������������������������������������������������������������������������������������������������	��������������������������������������������������������������������������������������������������������	Return to work and Retention rates of permanent employees and workers that took parental leave.	������� Permanent employees Permanent workers	Return to work Retention rate Return to work Retention rate	rate rate	���� 0 0 0 0	������ 0 0 0 0	Total 0 0 0 0
												3.			4.						5.

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Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief.	Yes/No (If Yes, then give details of the mechanism in brief)	���������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������ �������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������� ��������������������������������������������	���������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������ �������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������� ��������������������������������������������	���������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������ �������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������� ��������������������������������������������	���������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������ �������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������� ��������������������������������������������	����������������������������������������������������������������������������������	FY 2021-22 Previous Financial Year	% (D / C)		0	0		0	0
								No. of employees/ workers in respective category, who are part of association(s) or Union (D)		0	0		0	0
								Total employees/ workers in respective category (C)		0	0		0	0
							FY 2022-23 Current Financial Year	% (B / A)		0	0		0	0
								No. of employees/ workers in respective category, who are part of association(s) or Union (B)		0	0		0	0
								Total employees / workers in respective category (A)		0	0		0	0
		����������������	�������������������������	������������������	���������������������������		Category		Total Permanent Employees	– ����	– ������	Total Permanent Workers	– ����	– ������

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	Category FY 2022-23 FY 2022-23	Current Financial Year Current Financial Year	Total On Health and safety On Skill upgradation Total On Health and safety On Skill upgradation	(A) measures (D) measures	No. (B) % (B/ A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)	Employees	���� 208 39.�� 94 17.9� 376 376 100 0 0 ���	������ 38 17 44.74 8 21.05 19 19 100 7 36.84	Total ��� 225 40.�� 102 18.1� 395 395 100 7 1.77	Workers	���� 1018 1018 100 243 23.87 985 832 84.47 326 33.10	������ 297 297 100 137 46.13 219 219 100.00 113 51.60	Total 1315 1315 100 380 28.90 1204 1051 87.29 439 36.46	����������������������������������������������������������������	�� ��������������������������������������������������������������������	Category FY 2022-23 FY 2021-22	Current Financial Year Previous Financial Year	Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)	���� 52� 52� 100 376 365 97.07	������ 38 38 100 19 15 78.95	Total 56� 56� 100 395 380 96.20	���� 1018 1018 100 985 924 93.81	������ 297 297 100 219 219 100	Total 1315 1315 100 1204 1143 94.93	����������������������������������������������������������������	�����������������������������������	a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system?	����������������������������������������������������������������������������������������������������������������������������������	��������������������������������������������������������������������������������������������������������	������������������������������������������������������������������������	�����������������������������������������������������������������	�������������������������������������������������������������������������������������������������������

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������������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������������������������� ����������������������������������������������������������� c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N) ��� d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) ��� ��������������������������������������������������������	FY 2021-22 Previous Financial Year	0	0	0	0	0	0	0	0
	FY 2022-23 Current Financial Year	0	0	0	0	0	0	0	0
	Category	���������	�������	���������	�������	���������	�������	���������	�������
	Safety Incident/Number	�������������������������������������������������������������������		�����������������������������������		���������������		������������������������������������������������������������������

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	Category FY 2022-23 FY 2021-22	Current Financial Year Previous Financial Year	Filed during Pending resolution Remarks Filed during Pending resolution Remarks	the year at the end of year the year at the end of year	����������������� 0 0 0 0 0 0	������������� 0 0 0 0 0 0	�������������������������	������������������������������������������������������������������������������������	������������������������ ����	����������������� ����	����������������������������������������������������������������������������������������������������������������������������������������������	���������	�����������������������������������������������	1. Thermography Scanning:�������������������������������������������	2. ����������������������������������������������������������������������������������������������������������������������������������������	����������������������������������������������������������������������������������������������������������������������������������������	�����������������������������	3. Masks:����������������������������������������������������������������������������������������������������������������������������	��������������������������������������������������������	4. Machine guards and cencors:���������������������������������������������������������������������������������������������������������	�����������������������������������������	Leadership Indicators	�� Does the entity extend any life insurance or any compensatory package in the event of death of	�� �����������������	�� � ���������������	����������������������������������������������������������������������������������	� �� Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners.	�������������������������������������������������������������������������������������������������������������������������������������	���������������������������������

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3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as reported in Q11 of Essential	Indicators above), who have been are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment:	Category Total no. of affected employees/ workers No. of employees/workers that are rehabilitated	and placed in suitable employment or whose family	members have been placed in suitable employment	FY 2022-2023 FY 2021-2022 FY 2022-2023 FY 2021-2022	(Current Financial Year) (Previous Financial Year) (Current Financial Year) (Previous Financial Year)	��������� 0 0 0 0	������� 0 0 0 0	4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or	termination of employment? (Yes/ No)Yes	�� ����������������������������������������	% of value chain partners (by value of business done with such partners) that were assessed	������������������������ �����������������������������������������������������������������������������	�����������������	�� ��������������������������������������������������������������������������������������������������������������������������������������	working conditions of value chain partners. (wordings)	���������������������������������������������������������������������	PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders	Essential Indicators	1. Describe the processes for identifying key stakeholder groups of the entity.	������������������������������������������������������������������������������������������������������������������

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�� ���������������������������������������������������������������������������������������������������	Stakeholder Group ���������������� Channels of communication Frequency of engagement "Purpose and scope of engagement	as Vulnerable & Marginalized Group (Email, SMS, Newspaper, Pamphlets, Advertisement, (Annually/ Half yearly/ Quarterly/ others – please specify) including key topics and concerns raised during such engagement"	(Yes/No) Community Meetings, Notice	Board, Website), Other	��������� No ����������������������� ������������������ 1. �������������������������	������������� Prospects	2. Learning opportunities	3. Compensation structure	4. ��������������������	���������������������� No ��������������������������� 1. ����������������������������� 1. ������������������������	����������� ������������������� ������������	������������������������������ 2. �����������������������	2. ����������������������������	������������	������� No �������������������������� ������������������ 1. �����������������	����������������������������� 2. Pricing of products	3. Purchase orders	4. ���������������������	Communities Yes ������������������������� ������ 1. ������������������������������	���������������� 2. ����������������	3. ����������������	Leadership Indicators	1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is	feedback from such consultations provided to the Board.	�������������������������������������������������������������������������������������������������������������������������������������	�����������������������������������������������������������������������������������������������������������������	�� ������������������������������������������������������������������������������������������������������������������	����������������������������������������������������������������������������������������������������������������������������������������	��������������������������������������������������������������������������������������������������������������������������������������������	���������������������������������������������������������������������������������������������������������������������������������������������	�������������������������������������������������������������������������������������������������������������������������������������������	����������������������	3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups.	����������������������������������������������������������������������������������������������������������������������������������������	�����������������������������������������������������������������

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Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:	Category FY 2022-23 FY 2021-22	Current Financial Year Previous Financial Year	Total (A) No. employees/ workers covered (B) % (B / A) Total (C) No. employees/ workers covered (D) % (D / C)	Total (A) No. employees/ workers covered (B) % (B / A) Total (C) No. employees/ workers covered (D) % (D / C)	Employees	Permanent 561 561 100 566 566 100	Other than permanent 0 0 0 0 0 0	Total Employees 561 561 100 566 566 100	Workers	Permanent 1315 1315 100 1187 1187 100	Other than permanent 787 787 100 692 692 100	Total Workers 2102 2102 100 1879 1879 100	Details of minimum wages paid to employees and workers, in the following format:	Category FY 2022-23 FY 2022-23	Current Financial Year Current Financial Year	Total Equal to Minimum More than Minimum Total Equal to Minimum More than Minimum	(A) Wage Wage (D) Wage Wage	No. (B) % (B/ A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)	Employees	Permanent Male 523 54 10.33 469 89.67 541 64 11.83 477 88.17	Female 38 2 5.26 36 94.74 25 0 0 25 100	Other 0 0 0.00 0 0.00 0 0 0 0 0	Other than Permanent Male 0 0 0 0 0 0 0 0 0 0	Female 0 0 0 0 0 0 0 0 0 0	Other 0 0 0 0 0 0 0 0 0 0
1.													2.

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Category FY 2022-23 FY 2022-23	Current Financial Year Current Financial Year	Total Equal to Minimum More than Minimum Total Equal to Minimum More than Minimum	(A) Wage Wage (D) Wage Wage	No. (B) % (B/ A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)	Workers	Permanent	Male 1032 546 52.91 486 47.09 944 297 31.46 647 68.54	Female 283 123 43.46 160 56.54 243 91 37.45 152 62.55	Other 0 0 0.00 0 0.00 0 0 0 0 0	Other than Permanent	Male 614 614 100 0 0 567 567 100 0 0	Female 173 173 100 0 0 125 125 100 0 0	Other 0 0 0 0 0 0 0 0 0 0	Details of remuneration/ salary/ wages, in the following format:	Male Female Others	Number Median Number Median Number Median	remuneration/ remuneration/ remuneration/	salary/ wages salary/ wages salary/ wages	of respective of respective of respective	category category category	Board of Directors (BoD) 2 446875 0 Nil 0 NA	Board of Directors (BoD) 2 446875 0 Nil 0 NA	Key Managerial Personnel 1 335750 1 335750 0 NA	Employees other than BoD and KMP 523 25650 38 25650 0 NA	Workers 1646 456 0 NA ����� �����	Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No)	YES	����������������������������������������������������������������������������������	The Company is committed to providing a safe and positive work environment. The Company regards respect for human rights as one of its fundamental and core	values and strives to support, protect and promote human rights to ensure that fair & ethical business and employment practices are followed. The Company is	committed to providing a work environment that ensures that every employee/ worker is treated with dignity, respect and afforded equitable treatment. The Company	is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity.The	Company strictly prohibits sexual harassment, harassment based on race, religion, national origin, ethnic origin, color, gender, age, citizenship, veteran status marital	status or a disability. The employees can raise the concern for the violation of human rights/ harassment to their reporting Manager or Senior Management.	���������������������������������������������������������������������������������������������������������������������������������������	psychological or verbal abuse.
														3.												4.		��

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�� ��������������������������������������������������������������������

Category	FY 2022-23 Current Financial Year	FY 2022-23 Current Financial Year	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year	FY 2021-22 Previous Financial Year	FY 2021-22 Previous Financial Year
	Filed during the year	Pending resolution at the end of year	Remarks	Filed during the year	Pending resolution at the end of year	Remarks
����������������	0	0	0	0	0	0
Discrimination at ���������	0	0	0	0	0	0
�����������	0	0	0	0	0	0
������������������������ Labour	0	0	0	0	0	0
�����	0	0	0	0	0	0
����������������������� issues	0	0	0	0	0	0

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

• a. ����������������������������������������������������������������������������������������������������������� �����������������������������������������������������������������������������������������������������������������

• b. ���������������������������������������������������������������������������������������������������������������� �����������������������������������������������������������������������������������������������������������������������

• Do human rights requirements form part of your business agreements and contracts? (Yes/No) ���

��� �������������������������

����������������������
	�������������������������������������� (by entity or statutory authorities or third parties)
�����������	100%
������������������������
����������������
�������������������������
�����
��������������������

• ����������������������������������������������������������������������������������������������������������������������� assessments at Question 9 above.

Leadership Indicators

• ��� ����������������������������������������������������������������������������������������������������������������������

• ������������������������������������������������������������������������������������������������������������������������� ����������������������

• Details of the scope and coverage of any Human rights due-diligence conducted. ����������������������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������������������������ ���������������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������

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����������������������������������������������������������������������������������������������������������������������������������� ����������������������������������������������������

• ��� �������������������������������������������������������������������������������������������������������������������� Persons with Disabilities Act, 2016?

• (YES OR NO)

• ���

• Details on assessment of value chain partners:

	% of value chain partners (by value of business done with such partners) that were assessed
����������������	-
�������������������������	-
�����������	-
������������������������������	-
�����	-
��������������������	-

• �� ������������������������������������������������������������������������������������������������������������������ assessments at Question 4 above. -

• ��������������

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
������������������������������ ������	�����	�����
��������������������������������	���������	������
�����������������������������������	��������	�������
Energyconsumption through other sources(C) �����	�����	�����
�����������������������������	�	�
��������������������������������� �����������������������������������������	�	�

Note:������������������������������������������������������������������������������������������������������������������������������������ ���������������� ��

• �� ���������������������������������������������������������������������������������������������������������������������� Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. ��

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1. Provide details of the following disclosures related to water, in the following format:

Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
Water withdrawal bysource(in kilolitres)
��� ������������	�	�
���� �����������	������	��������
����� ���������������	������	������
���� �������������������������	�	�
��� ������	�	�
Total volume of water withdrawal(in kilolitres) (i + ii + iii + iv + v)	������	��������
Total volume of water consumption(in kilolitres)	������	��������
Water intensity per rupee of turnover������������������������	�����������	�����������
Water intensity������������������������������������������� the entity	�	�

Note:������������������������������������������������������������������������������������������������������������������������������������ ���������������� ��

1. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� ���������������������

1. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter	Please specify unit	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
���	������	������	������
���	������	������	������
���������������������	������	������	������
��������������������������������		–	–
�����������������������������		–	–
���������������������������		–	–
��������������������		–	–

• �� ��������������������������������������������������������������������������������������������������������������������������������������� ��������������������������

• Note:������������������������������������������������������������������������������������������������������������������������������������ ���������������� ��

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• �� ���������������������������������������������������������������������������������������������������������������������

Parameter	Unit	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
���������������������������������� ����������������������������� ��������������������	�����������������	�	�
	����������
���������������������������������� ����������������������������� ��������������������	�����������������	�	�
	����������
�������������������������������� ���������������		-	-
���������������������������� �������������������		-	-
– ������������������������������ by the entity		-	-

Note:������������������������������������������������������������������������������������������������������������������������������������ ���������������� ��

1. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. Yes.

������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������������������������������������������� ��������������������

8. Provide details related to waste management by the entity, in the following format:

Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
Total Waste generated (in metric tonnes)
������������(A)	0	0
�������(B)	����	�.��
����������������(C)	0	0
������������������������������(D)	0	0
������������(E)	0	0
����������������(F)	0	0
����������������������������������������(G)	�	�
��������������������������������(H). ��������������������������������������������������������� ��������������������	�����	�����
Total (A + B + C + D + E + F + G + H)	�����	�����

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Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year

For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)

Category of waste	Category of waste	Category of waste	Category of waste
��� ��������	0.36	0
���� �������	0.2	1.4
����� �����������������������	0	0
Total	0.56	1.4
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
��� ��������	����	����
���� �������	�����	�����
����� �����������������������	����	0
Total	�����	�����

• Note: ���������������������������������������������������������������������������������������������������������������������������������� ��������������������

• Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

����������������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������

• ����������������������������������������������������������������������������������������������������������������������������� biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals/ clearances are required, please specify details in the following format: ��������������

	S. No.	Location of operations/ ������	Type of operations	Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any.

��������������

1. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current ��������������

�������������
Name and brief details of project	EIA ����������� No.	Date	Whether conducted by independent external agency (Yes / No)	Results communicated in public domain (Yes / No)	Relevant Web link
�������������

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1. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: ���

S. No.	Specify the law / regulation / guidelines which was not complied with	Provide details of the non- compliance	����������������������������� by regulatory agencies such as pollution control boards or bycourts	Corrective action taken, if any
	�	�	�	�
	�	�	�	�

Leadership Indicators

1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format:

following format:
Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
From renewable sources
������������������������������	���������	������������
�����������������������	�	�
Energyconsumption through other sources(C)	�	�
Total energyconsumed from renewable sources(A+B+C)	���������	������������
From non-renewable sources
������������������������������	�����������	�����������
�����������������������	������������������������������	��������������������������
Energyconsumption through other sources(F)	��������	��������
Total energyconsumed from non-renewable sources(D+E+F)	�	�

• Note: ���������������������������������������������������������������������������������������������������������������������������������� �������������������

• Provide the following details related to water discharged:

Provide the following details related to water discharged:
Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
Water discharge bydestination and level of treatment(in kilolitres)
��� ��������������
������������	NIL	NIL
��������������������������������������������	NIL	NIL
�����������������
������������	NIL	NIL
��������������������������������������������	228344 ��������������	246324 ��������������
���������������
������������	NIL	NIL
��������������������������������������������	NIL	NIL
�����������������������
������������	NIL	NIL
��������������������������������������������	250236 ���������������������	272760 ���������������������
���������
������������	���	���
��������������������������������������������	���	���
Total water discharged(in kilolitres)	������	������

Note: ���������������������������������������������������������������������������������������������������������������������������������� ��������������������

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1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): �������������� ����������������������������������������������������������������������������������������������

2. (i) Name of the area

3. (ii) Nature of operations

��������������������������������������������������������������������������

Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
Water withdrawal bysource(in kilolitres)
��� ������������	�	�
���� �����������	�	�
����� ���������������	�	�
���� �������������������������	�	�
��� ������	�	�
Total volume of water withdrawal(in kilolitres)	�	�
Total volume of water consumption(in kilolitres)	�	�
Water intensity������������������������������������������� the entity	�	�
Water discharge bydestination and level of treatment(in kilolitres)
��� ��������������	�	�
������������	�	�
��������������������������������������������	�	�
�����������������	�	�
������������	�	�
��������������������������������������������	�	�
�����������������	�	�
������������	�	�
��������������������������������������������	�	�
�����������������������	�	�
������������	�	�
��������������������������������������������	�	�
���������	�	�
������������	�	�
��������������������������������������������	�	�
Total water discharged (in kilolitres)	�	�

Note: ���������������������������������������������������������������������������������������������������������������������������������� � ����������������

1. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter	Unit	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
���������������������������������� ����������������������������� ��������������������	�����������������	������������	������������
	����������
Total Scope 3 emissions per rupee of turnover		������������	������������
Total Scope 3 emission intensity ��������������������������������� �������������������		������������	������������

Note: ���������������������������������������������������������������������������������������������������������������������������������� ���������������� ��

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1. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details ������������������������������������������������������������������������������������������������������������������������ activities. ��������������

2. ��� �������������������������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������������������������������� well as outcome of such initiatives, as per the following format:

��������������������������������������������������������������������������������������������������������������������� ��������������������������

1. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. Emergency plan is prepared at all plants and mock drills are conducted at regular intervals. Following are the major components of the emergency plan:

2. ������������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� hazard scenario.

3. ���������������������������������������������������������������������������������������������������������������������� ��������������������������������������������

4. ��������������������������������������������������������������������������������������

5. �����������������������������������������������������������������������������������������

6. �������������������������������������������������������������

7. ��������������������������������������������������������������������

8. �������������������������������������������������������������������������������������������������������������������������������� adaptation measures have been taken by the entity in this regard.

9. ������������������������������������������������������������������������������������������������������������������

10. ����������������������������������������������������������������������������������������������������������������������������� impacts. �

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

Essential Indicators

• �� ��� �������������������������������������������������������������������������

• b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the ������������������������������������

S. No.	Name of the trade and industry chambers/ associations	Reach of trade and industry chambers/ associations(State/National)
1	������������������������������������	��������
2	�����������������������������������������������������	��������
3	������������������������������	��������
4	����������������������������	��������
5	�����������������������������������������������������	��������
6	��������������������������������������������	��������
7	���������	��������

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1. Provide details of corrective action taken or underway on any issues related to anti - competitive conduct by the entity, based on adverse orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken ��������������

Leadership Indicators

1. Details of public policy positions advocated by the entity:

	S. No.	Public policy advocated	Method resorted for such advocacy	Whether information available in public domain? (Yes/No)	Frequency of Review by Board (Annually/ Half yearly/ Quarterly /Others – please specify)	Web Link, if available
	�������������

PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current ��������������

	Name and brief details of project	SIA ��������������	Date of �����������	Whether conducted by independent external agency (Yes / No)	Results communicated in public domain (Yes / No)	Relevant Web link

��������������

1. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format:

S. No.	Name of Project for which R&R is ongoing	State	District	No. of Project Affected Families (PAFs)	% of PAFs covered by R&R Amounts paid to PAFs in the FY (In INR)

��������������

1. Describe the mechanisms to receive and redress grievances of the community.

������������������������������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������������������������������� the community at present.

1. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

Parameter	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
���������������������������������������	5.9	6.16
��������������������������������������������������� districts	���������������������������������������������������������� ��������������������������������������������������������������� ���������������������������������

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Leadership Indicators

• �� ������������������������������������������������������������������������������������������������������������������� (Reference: Question 1 of Essential Indicators above):

������������������������������������������� Corrective action taken

��������������

1. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as �������������������������������

S. No.	State	Aspirational District	Amount spent (In INR)
	�	�	�

1. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? (Yes/No) �����������������������������������������

   • ������������������������������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������

2. (b) From which marginalized /vulnerable groups do you procure? �����������������������������������������

3. (c) What percentage of total procurement (by value) does it constitute?

4. ��������������������������������������������������������������������������������

5. ��� ��������������������������������������������������������������������������������������������������������������������������� ������������������������������������������������

S. No.	Intellectual Property based on traditional knowledge	Owned/ Acquired (Yes/No)	���������������� / No)	Basis of calculating �����������	Amount spent (In`)
����

1. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved.

��	Name of authority	Name of authority	Brief of the Case	Brief of the Case	Corrective action taken	Corrective action taken
	�������������
	�����������������������������������
	S. No.	CSR Project		������������������������� CSR Projects		����������������������������� and marginalizedgroups
		�		�		�

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

2. ���������������������������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������������������������������� �����������������������������������������

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1. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

	As a percentage to total turnover
������������������������������������������������� ������������������������������������������������� production etc)*	–
�����������������������	100
���������������������������	100

• �� �������������������������������������������������������������������������������������������������������������������������������������� ������������������������������������������������������������

�����������������������������������������������������������������

	FY 2022-23 Current Financial Year	FY 2022-23 Current Financial Year	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year	FY 2021-22 Previous Financial Year	FY 2021-22 Previous Financial Year
	Received during the year	Pending resolution at end of year	Remarks	Received during the year	Pending resolution at end of year	Remarks
�����������	NIL			NIL
�����������
��������������
���������������������������
�������������������������
��������������������
�����

1. Details of instances of product recalls on account of safety issues:

	Number	Reasons for recall
����������������	NIL	3. ����
�������������

1. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy.

2. ����������������������������������������������������������������������������������������������������������������� �����������������������.

3. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services - ����

Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).

2. ����������������������������������������������������������������������������������������������������������������������� ��������������

3. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. �����������������������������������������������������������������

4. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services - ��������������

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1. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief.

2. �������������������������������������������������������������������������������������������������������

Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the ����������������������������������������������������������������������������������������������������������������������������� ��������������������������������������������������

1. Provide the following information relating to data breaches:

2. a. Number of instances of data breaches along-with impact - NIL

3. ���������������������������������������������������������������������������������������������������������

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INDEPENDENT AUDITOR’S REPORT

To the Members of Faze three Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Faze Three Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the Director’s report, Management Discussion and Analysis Report and Corporate Governance Report but does not include the standalone financial statements and our auditor’s report thereon.

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Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Standalone Financial Statements.

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

3. (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books including daily back-up of books of accounts and other books and papers maintained in electronic mode. However, the servers for the back-up of books of account and other books and papers of the company maintained in electronic mode are physically located outside India.

5. (c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

6. (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

7. (e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

8. (f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”.

9. (g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

10. i. The Company does not have any pending litigations which would impact its financial position.

11. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

12. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

13. iv.

14. (1) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in

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any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  - (2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  - (3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

• (v) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Companies Act 2013.

• (vi) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

• In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/Amrish Vaidya Partner Membership No.101739 UDIN: 23101739BGXTVC4450

Place: Mumbai Date: May 23, 2023

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ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF FAZE THREE LIMITED

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No.101739 UDIN : 23101739BGXTVC4450

Place: Mumbai Date: May 23, 2023

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ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF FAZE THREE LIMITED FOR THE YEAR ENDED MARCH 31, 2023

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

• i.

• (a) A. The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment. and relevant details of right-of-use assets.

• B. The Company has maintained proper records showing full particulars of intangible assets.

• (b) Property, Plant and Equipment and right of use assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were identified on such verification.

• (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements are held in the name of the Company.

• (d) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.

• (e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i) (e) of the Order are not applicable to the Company.

ii.

(a)

The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency, coverage and procedure of such verification is reasonable. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories.

(b)

During the year the Company has been sanctioned working capital limits in excess of Rs. 5 crores in aggregate from Banks/financial institutions on the basis of security of current assets. Quarterly returns / statements filed with such Banks/ financial institutions are in agreement with the books of account.

iii.

• (a) According to the information explanation provided to us, the Company has provided loans or provided advances in the nature of loans, or given guarantee, or provided security to any other entity.

• (A) The details of such loans or advances and guarantees or security to subsidiary are as follows:

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(Amount in Crores)	(Amount in Crores)
	Loans
Aggregate amount granted/provided during the year	8.02
- Subsidiary	8.02
Balance Outstanding as at balance sheet date in respect of above cases - Subsidiary	5.30

• (b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions in relation to investments made, guarantees provided, securities given and / or grant of all loans and advances in the nature of loans and guarantees are not prejudicial to the interest of the Company. According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions in relation to investments made, guarantees provided, securities given and / or grant of all loans and advances in the nature of loans and guarantees are not prejudicial to the interest of the Company.

• (c) In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have been stipulated and the amount of principal and interest has yet not fallen due.

• (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no amounts overdue for more than ninety days in respect of the loan granted to Company.

• (e) According to the information explanation provided to us, the loan or advance in the nature of loan granted has not fallen due during the year. Hence, the requirements under paragraph 3(iii) (e) of the Order are not applicable to the Company.

• (f) According to the information explanation provided to us, the Company has granted loans and / or advances in the nature of loans during the year. These are not repayable on demand / have stipulated the schedule for repayment of principal and interest. Hence, the requirements under paragraph 3(iii)(f) of the Order are not applicable to the Company.

• iv. According to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees and security made.

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• v. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

• vi. We have broadly reviewed the books of account maintained by the Company pursuant Rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

• vii.

• (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income-tax, duty of customs, cess, and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. Statutory dues on account of Sales-tax, service tax, duty of excise and value added tax are not applicable to the Company.

• (b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues relating to Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, cess or other statutory dues which have not been deposited on account of any dispute. Statutory dues on account of Sales Tax, service Tax, duty of excise and value added tax are not applicable to the Company.

• viii. According to the information and explanations given to us, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

• ix.

• (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to any lender.

• (b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

• (c) In our opinion and according to the information explanation provided to us, no money was raised by way of term loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.

• (d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

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• (e) According to the information explanation given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from an any entity or person on account of or to meet the obligations of its subsidiaries.

• (f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Hence, reporting under the Clause 3(ix)(f) of the order is not applicable to the Company.

x.

• (a) In our opinion and according to the information explanation given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, the provisions stated in paragraph 3 (x)(a) of the Order are not applicable to the Company.

• (b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully, partly, or optionally convertible debentures during the year. Hence, the provisions stated in paragraph 3 (x)(b) of the Order are not applicable to the Company.

xi.

• (a) Based on our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we report that no material fraud by the Company nor on the Company has been noticed or reported during the course of our audit.

• (b) We have not come across of any instance of material fraud by the Company or on the Company during the course of audit of the standalone financial statement for the year ended March 31, 2023, accordingly the provisions stated in paragraph (xi)(b) of the Order is not applicable to the Company.

• (c) As represented to us by the Management, there are no whistle-blower complaints received by the Company during the year.

xii.

• (a) The Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to (c) of the Order are not applicable to the Company.

• xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv.

• (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

• (b) We have considered internal audit reports of the Company issued till date, for the period under audit.

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• xv. According to the information and explanations given to us, in our opinion, during the year the Company has not entered into non-cash transactions with directors or persons connected with its directors and hence, provisions of Section 192 of the Act are not applicable to Company.

• xvi.

• (a) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph 3 (xvi)(a) of the Order are not applicable to the Company.

• (b) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph 3 (xvi)(b) of the Order are not applicable to the Company.

• (c) The Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Hence, the reporting under paragraph 3 (xvi)(c) of the Order are not applicable to the Company.

• (d) The Company does not have any CIC as part of its group. Hence the provisions stated in paragraph 3 (xvi) (d) of the order are not applicable to the Company.

• xvii. Based on the overall review of standalone financial statements, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year. Hence, the provisions stated in paragraph 3 (xvii) of the Order are not applicable to the Company.

• xviii. There has been no resignation of the statutory auditors during the year. Hence, the provisions stated in paragraph 3 (xviii) of the Order are not applicable to the Company.

• xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx. According to the information and explanations given to us and based on our verification, the provisions of Section 135 of the Act are applicable to the Company. The Company has made the required contributions during the year and there are no unspent amounts which are required to be transferred either to a Fund or to a Special Account as per the provisions of Section 135 of the Act read with schedule VII. Accordingly, reporting under Clause 3(xx)(a) and Clause 3(xx)(b) of the Order is not applicable to the Company.

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xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said Clause has been included in the report.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No. 101739 UDIN: 23101739BGXTVC4450

Place: Mumbai Date: May 23, 2023

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ANNEXURE C TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF FAZE THREE LIMITED

[Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the Members of Faze Three Limited on the Financial Statements for the year ended March 31, 2023]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Faze Three Limited(“the Company”) as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2023, based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone[1 ] financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

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Meaning of Internal Financial Controls With reference to Standalone Financial Statements

A Company's internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls With reference to Standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No.101739 UDIN: 23101739BGXTVC4450

Place: Mumbai Date: May 23, 2023

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Standalone Balance Sheet as at 31 March 2023		(Amount in	crores, unless otherwise stated)	crores, unless otherwise stated)
		As at		As at
	Notes	31 March	2023	31 March 2022
ASSETS
Non-current assets
Property, plant and equipment	3 (a)		201.92	152.98
Right-of-use Assets	3 (b)		10.24	7.81
Capital work-in-progress	4		4.04	3.95
Intangible Assets	5		0.05	0.02
Financial assets
Investments	6		2.75	2.75
Other financial assets	7		7.29	1.73
Other non-current assets	8		5.82	13.60
Total non-current assets			232.11	182.84
Current assets
Inventories	9		77.39	109.53
Financial assets
Investments	6		12.13	10.21
Trade receivables	10		93.90	87.36
Cash and cash equivalents	11		61.42	5.29
Bank balances other than cash and cash equivalent	12		42.31	50.51
Other financial assets	13		8.27	24.04
Current tax assets (net)	14		-	0.07
Other current assets	15		14.89	19.64
Total current assets			310.31	306.65
Total assets			542.42	489.49
EQUITY AND LIABILITIES
Equity
Equity share capital	16		24.32	24.32
Other equity	17		312.35	256.43
Total equity			336.67	280.75
Liabilities
Non-current liabilities
Financial liabilities
Borrowings	18		-	0.27
Lease Liabilities	36		9.58	7.69
Other financial liabilities	19		0.26	0.14
Provisions	20		1.90	1.58
Deferred tax liability (net)	33		4.59	3.33
Total non-current liabilities			16.33	13.01
Current liabilities
Financial liabilities
Borrowings	21		160.75	157.64
Lease Liabilities	36		2.34	1.32
Trade payables	22
(a) Total outstanding dues of micro enterprises and small enterprises			0.17	-
(b) Total outstanding dues of creditors other than micro enterprises
and small enterprises			11.50	21.09
Other financial liabilities	19		11.22	10.69
Other current liabilities	23		0.82	2.77
Provisions	20		2.48	2.22
Current tax liabilities (net)	24		0.14	-
Total current liabilities			189.42	195.73
Total liabilities			205.75	208.74
Total equity and liabilities			542.42	489.49
See accompanying notes to the financial statements	1-58

The accompanying notes are an integral part of the financial statements.

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

Amrish Vaidya Partner Membership No: 101739 Place : Mumbai Date : 23 May 2023

For and on behalf of the Board of Directors of

Faze Three Limited

CIN: L99999DN1985PLC000197

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853 Ankit Madhwani Samruddhi Varadkar Chief Financial Officer Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Standalone Statement of Profit and Loss for the year ended 31 March 2023	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
		Year ended Year ended
	Notes	31 March 2023 31 March	2022
Income
Revenue from operations	25	547.92	505.01
Other income	26	5.57	6.98
Total income		553.49	511.99
Expenses
Cost of material consumed	27	214.66	250.41
Changes in inventories of finished goods and work-in-progress	28	23.58	(28.78)
Employee benefits expense	29	69.19	65.19
Finance costs	30	7.49	4.99
Depreciation and amortization expense	31	14.04	10.19
Other expenses	32	147.82	138.60
Total expenses		476.78	440.60
Profit before tax		76.71	71.39
Tax expense
Current tax	33	17.95	20.26
Deferred tax	33	1.32	0.06
Total income tax expense		19.27	20.32
Profit for the year		57.44	51.07
Other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in subsequent periods
(a) Re-measurement on net defined benefit plans		(0.22)	(0.36)
(b) Revaluation of land		-	1.50
(c) Income tax effect on the above		0.06	0.09
Total other comprehensive income for the year		(0.16)	1.23
Total comprehensive income for the year		57.28	52.30
Earnings per share
Basic (Rs./ Share)	34	23.62	21.00
Diluted (Rs./ Share)	34	23.62	21.00
See accompanying notes to the financial statements	1-58

The accompanying notes are an integral part of the financial statements.

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of Faze Three Limited

CIN: L99999DN1985PLC000197

Amrish Vaidya Partner Membership No: 101739

Ajay Anand Managing Director DIN: 00373248

Sanjay Anand

Whole-time Director DIN: 01367853

Place : Mumbai Date : 23 May 2023

Ankit Madhwani Chief Financial Officer

Samruddhi Varadkar

Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Standalone Statement of changes in equity for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

**(A) **	Equity share capital	31 March	2023
	Particulars	No. of shares	Amount
	Equity shares ofRs.10 each issued, subscribed and fully paid
	Balance as at 01 April 2022	2,43,19,000	24.32
	Changes in equityshare capital duringtheyear	-	-
	Balance as at 31 March 2023	2,43,19,000	24.32
		31 March	2022
	Particulars	No. of shares	Amount
	Equity shares ofRs.10 each issued, subscribed and fully paid
	Balance as at 01 April 2021	2,43,19,000	24.32
	Changes in equityshare capital duringtheyear	-	-
	Balance as at 31 March 2022	2,43,19,000	24.32

(B) Other equity

Other equity
Particulars	Reserves and surplus					Items of other comprehensive income	Total
	Capital Reserve	Revaluation Reserve	Securities premium	General reserve	Retained earnings	Re-measurement losses on defined benefit plans
Balance as at 1 April 2022 Profit for the year Transferred to retained earnings Dividend distributed during the year Other comprehensive income Tax impact on other comprehensive income/(loss)	5.73 - - - - -	56.37 -	24.44 - - - - -	93.15 - -	78.02	(1.28)	256.43 57.44
					57.44 - - - -	- - -
		(0.14)					(0.14)
		-		(1.22)			(1.22)
		- -		- -		(0.22)	(0.22)
						0.06	0.06
Balance as at 31 March 2023	5.73	56.23	24.44	91.93	135.46	(1.44)	312.35
Particulars	Reserves and surplus					Items of Other Comprehensive Income	Total
	Capital Reserve	Revaluation Reserve	Securities premium	General reserve	Retained earnings	Re-measurement losses on defined benefit plans
Balance as at 1 April 2021 Profit for the year Transfer to retained earnings Other comprehensive income Tax impact on other comprehensive income/(loss)	5.73 - - - -	55.02 -	24.44 - - - -	93.15 - - - -	26.93	(1.01)	204.28 51.07
					51.07 -	- -
		(0.15)					(0.15)
		1.50 -			-	(0.36)	1.14
					-	0.09	0.09
Balance as at 31 March 2022	5.73	56.37	24.44	93.15	78.00	(1.28)	256.43

See accompanying notes to the financial statements 1-58

The accompanying notes are an integral part of the financial statements

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of Faze Three Limited

CIN: L99999DN1985PLC000197

Amrish Vaidya Partner Membership No: 101739

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853

Place : Mumbai Date : 23 May 2023

Ankit Madhwani Chief Financial Officer

Samruddhi Varadkar Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Statement of Standalone Cash Flow for the year ended 31 March, 2023	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Year ended	Year ended
Particulars	31 March,	31 March,
	2023	2022
Cash flow from operating activities
Profit before tax	76.71	71.39
Adjustments for:
Depreciation and amortization expenses	14.04	10.19
Finance cost	7.49	3.95
Fair valuation adjustments of investments	(1.44)	-
Loss on sale of Property, plant and equipment	0.07	-
Interest income	(3.29)	(2.31)
Unrealised foreign exchange gain/ (loss) (net)	0.39	-
Operating profit before working capital changes	93.97	83.22
Changes in working capital
(Decrease)/Increase in trade payables	(9.41)	8.23
Decrease/(Increase) in inventories	32.17	(42.30)
Increase in trade receivables	(6.24)	(14.98)
(Decrease)/Increase in other current liabilities	(1.95)	1.91
(Decrease)/Increase in other financial liabilities	(0.28)	0.48
Decrease/(Increase) in financial assets	13.90	(0.47)
Increase in employee benefit obligation	0.37	0.19
Decrease/(Increase) in other non-current assets	0.13	(10.89)
Decrease/(Increase) in other current assets	4.75	(18.58)
Cash generated from operations	127.41	6.81
Income tax paid (net of refund)	(18.03)	(13.32)
Net cash generated from / (used in) operating activities (A)	109.38	(6.51)
Cash flow from Investing activities
Purchase of property, plant and equipment	(52.27)	(32.64)
Proceeds from sale of property, plant and equipment	0.07	0.12
Investment in quoted investment	(0.48)	(10.11)
Loans given to subsidiary	(5.30)	-
Investment in unquoted investment	-	(0.10)
Interest received	3.06	2.30
Investment in fixed deposits (original maturity less than 3 months) (net)	8.21	(10.49)
Net cash used in investing activities (B)	(46.71)	(50.92)
Cash flow from Financing activities
Proceeds from borrowings (net)	2.83	66.28
Repayment of Lease Liabilities	(3.34)	(1.49)
Payment of interim dividend	(1.21)	-
Interest paid	(4.32)	(3.95)
Net cash generated from / (used in) financing activities (C)	(6.04)	60.84
Net increase in cash and cash equivalents (A+B+C)	56.63	3.41
Cash and cash equivalents at the beginning of the year	5.29	1.88
Effect of exchange rate changes on cash and cash equivalents	(0.50)	-
Cash and cash equivalents at the end of the year (refer note 11)	61.42	5.29
Cash and cash equivalents comprise
Balances with banks
In current accounts	5.03	2.12
Fixed deposits with original maturity of less than three months	42.98	-
Bank balance on EEFC account	13.37	3.11
Cash on hand	0.04	0.06
Total cash and cash equivalents at end of the year	61.42	5.29
Summary of significant accounting policies	2
The accompanying notes are an integral part of the financial statements.

As per our report of even date

For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of

Faze Three Limited

CIN: L99999DN1985PLC000197

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853

Amrish Vaidya

Partner Membership No: 101739

Ankit Madhwani Chief Financial Officer

Samruddhi Varadkar

Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

Place : Mumbai

Date : 23 May 2023

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

1. General Information

Faze Three Limited, established in 1985, is engaged in manufacturing and exports of home textiles products items viz. bathmats, rugs, blankets, throws, cushions, etc. It has seven manufacturing locations across Gujarat, Union territories (UT) of (Dadra and Nagar Haveli and Daman and Diu) DNHDD, Haryana and Maharashtra in India. The Company is a direct exporter to top retail store chains in USA, UK and Europe. The Company is a public listed company incorporated and domiciled in India and has its registered office in Dapada, Silvassa, UT of DNHDD. The Company's equity shares are listed on the Bombay Stock Exchange and National Stock Exchange.

2. Significant accounting policies

(A) Statement of Compliance

The Company’s financial statements have been prepared in compliance with Indian Accounting Standards (the ‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (the ‘Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The accounting policies are applied consistently to all the periods presented in the financial statements.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities .

(B) Basis of presentation

The Balance sheet and the Statement of profit and loss are prepared and presented in the format prescribed in the Division II of Schedule III to the Act. The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7, Statement of Cash Flows. The disclosure requirements with respect to items in the Balance sheet and Statement of profit and loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

The financial statements of the Company for the year ended March 31, 2023 were approved for issue in accordance with the resolution of the Board of Directors on May 23, 2023.

(C) Basis of measurement

The standalone financial statements have been prepared on a historical cost convention on accrual basis , except for the following assets and liabilities which have been measured at fair value or revalued amount:

• Land classified under property, plant and equipment at Fair value

• Derivative financial instruments,

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

• Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.

A historical cost is a measure of value used in accounting in which the value of an asset on the balance sheet is recorded at its original cost when acquired by the company.

Fair Value Measurement :- Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the entity.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Entity uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

(D) Use of estimates

The preparation of the financial statements requires management to exercise judgment and to make estimates and assumptions. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affect only that period, or in the period of the revision and future periods if the revision affects both current and future period. The areas involving critical estimates or judgements are:

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Useful life of property, plant and equipment:

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the statement of profit and loss. The useful lives of the Company’s assets are determined by management at the time the asset is acquired and reviewed at least annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

Defined benefit obligations

The cost of defined benefit gratuity plans is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.

Recognition of Deferred Tax Assets

Deferred tax assets are recognised for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilised business loss and depreciation carryforwards and tax credits. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilised

Contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation in respect of which a reliable estimate can be made.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed in the notes.

2.2 Property, plant and equipment

Property, plant and equipment are stated at original cost inclusive of incidental expenses related to acquisition net of tax / duty credit availed, net of accumulated depreciation and accumulated impairment losses, if any. Cost includes financing cost relating to borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are ready for use. Subsequent expenditures are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairs and maintenance are charged to the statement of profit and loss during the reporting period in which they are incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for provisions are met.

Freehold Land and Leasehold land are carried at fair value based on periodic valuation by the external independent valuers. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value. An annual transfer from the revaluation surplus to retained earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. Additionally, accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation surplus relating to the particular asset being sold is transferred directly to retained earnings. Increase in the carrying amounts arising on revaluation of freehold and leasehold land are recognised, net of tax, in other comprehensive income and accumulated in reserves in shareholders equity.

Property, plant and equipment not ready for their intended use as on the balance sheet date are disclosed as “Capital work-in-progress”. Such items are classified to the appropriate category of property, plant and equipment when completed and ready for their intended use. Advances given towards acquisition / construction of property, plant and equipment outstanding at each balance sheet date are disclosed as Capital Advances under “Other non-current assets”.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of the profit and loss when the asset is derecognised.

Depreciation methods, estimated useful lives

The Company depreciates property, plant and equipment using the straight line method over their estimated useful lives of assets which are determined based on technical parameters / assessment.

Useful life of property, plant and equipment:

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This re-assessment may result in change in depreciation and amortisation expense in future periods. The estimated useful lives of assets are as follows:

	Property, plant and equipment		Useful Lives
	Leasehold land		Leaseperiod
	Building		10-15years
	Plant & Machinery		2-15years
	Furniture and Fixtures		2-10years
	Office Equipment		2-8years

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023	Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023
Electrical Installations	2-20years
Fire Hydrant Systems	15years
Vehicles	8-10years
Computers	2-5years

Individual assets costing up to ` Five thousand are depreciated in full in the year of purchase.

The Company has adopted a policy to transfer from revaluation reserve to profit or loss, an amount equivalent to depreciation on account of gain in revaluation reserve recognised earlier, at every period end.

Based on technical assessment made by technical expert and management estimate, depreciates certain items of building, plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit and loss.

The residual value of Property, plant and Equipment are within the limit specified in Schedule II (Part C) of Companies act 2013. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.3 Intangible Asset

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

Intangible assets consist of software licences. The estimated useful life of asset is as follows:

	Intangible assets		Useful Lives
	Software licences		6 Years

Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

2.4 Impairment of Non Financial Assets

The Company assesses at each year end whether there is any objective evidence that a non financial asset or a group of non financial assets is impaired. If any such indication exists, the Company estimates the asset's recoverable amount and the amount of impairment loss.

An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount. Losses are recognized in Statement of Profit and Loss and reflected in an allowance account. When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through Statement of Profit and Loss.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash in flows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

2.5 Investment in subsidiary

Subsidiaries are entities that are controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the investee. Investments in subsidiaries are accounted at cost less impairment, if any.

2.6 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

2.7 Foreign currency transactions

Functional and presentation currency

Items included in the standalone financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The standalone financial statements are presented in Indian National Rupee (INR), which is the Company’s functional and presentation currency.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Transactions and balances

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date are recognised as income or expense in the period in which they arise in the Statement of Profit and Loss.

All monetary assets and liabilities in foreign currencies are restated at the year end at the exchange rate prevailing at the year end and the exchange differences are recognised in the Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

2.8 Revenue recognition

A] Sale of goods

Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer, generally on delivery of the goods and there are no unfulfilled obligations.

The Company considers, whether there are other promises in the contract in which there are separate performance obligations, to which a portion of the transaction price needs to be allocated.

In determining the transaction price for the sale of goods, the Company considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer (if any).

B] Rendering of services:

Revenues from services are recognised as and when services are rendered and on the basis of contractual terms with the parties. The performance obligation in respect of professional services is satisfied over a period of time and acceptance of the customer.

C] Rebate / Drawback of Taxes and Duties

Revenue from export benefits arising from duty drawback scheme, merchandise export incentive scheme, Rebate of State and Central Taxes and Levies and Remission of Duties or Taxes on Export Products Scheme are recognised on export of goods in accordance with their respective underlying scheme at fair value of consideration received or receivable.

D] Other Income

Interest income:

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in the other income in the statement of profit and loss.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Other Incomes are recognised on accrual basis except financial instruments measured at amortised cost which are recognised using the effective interest rate (EIR).

Dividend income is recorded when the right to receive payment is established.

Rental income:

Lease agreements where the risks and rewards incident to the ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals are recognised on straight line basis as per the terms of the agreements in the statement of profit and loss.

E] Contract Balances

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. A receivables represents the Company's right to an amount of consideration that is unconditional.

Contract Liability

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

Trade Receivable

A trade receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

2.9 Taxes

Tax expense comprises current income tax and deferred income tax and includes any adjustments related to past periods in current and / or deferred tax adjustments that may become necessary due to certain developments or reviews during the relevant period. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

(A) Current tax

Current income tax is measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside the statement of profit and loss is recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

(B) Deferred tax

Deferred income tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in financial statements. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income, in which case, the current and deferred tax are also recognised in other comprehensive income.

(C) Minimum Alternate Tax (MAT)

Minimum Alternate Tax (‘MAT’) credit entitlement is recognized as a deferred tax asset if it is probable that MAT credit will reverse in the foreseeable future and taxable profit will be available against which the deferred tax asset can be utilised.

2.10 Leases

The Company as a Lessee :

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

a) Right-of-use asset (ROU):

The Company recognizes a right-of-use asset (“ROU”) and a lease liability at the lease commencement date (i.e the date the underlying asset is available for use). The ROU is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.

The ROU Asset is subsequently depreciated using the straight-line method over the shorter of the lease term and the estimated useful life of the asset from the commencement date to the end of the lease term.

b) Lease Liabilities

At the commencement date of the lease, the entity recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the entity and payments of penalties for terminating the lease, if the lease term reflects the entity exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the entity uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

The Company presents ROU Asset separately and lease liabilities in ‘Financial Liabilities’ in the Balance Sheet.

c) Short-term leases and leases of low-value assets

The Company has elected not to recognise ROU Assets and lease liabilities for

• short term leases that have a lease term of 12 months or lower and

• Leases of low value assets with annual lease rental lesser than or equal to Rs.10 lakhs.

The Company recognises the lease payments associated with these leases as an expense over the lease term.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

d) Company as a lessor:

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases

2.11 Inventories

Inventories are valued at the lower of cost and net realisable value.

Cost of raw materials, dyes and chemicals, packaging materials and stores and spare parts comprises cost of purchases on weighted average basis.

Cost of work-in progress and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.

Cost of inventories also include all other costs incurred in bringing the inventories to their present location and condition.

Costs are assigned to individual items of inventory moving weighted average basis. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Slow and non-moving material, obsolesce, defective inventories are duly provided for and valued at actual cost or estimated net realisable value whichever is lower. Materials and supplies held for use in production of inventories are not written down if the finished products in which they will be used are expected to be sold at or above cost.

2.12 Provisions, contingent liabilities and contingent assets

Provisions :- Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities :- Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Contingent Asset :- A contingent asset is a possible asset arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognised till the realisation of the income is virtually certain. However, the same are disclosed in the financial statements where an inflow of economic benefit is possible.

2.13 Cash and cash equivalents & bank balances

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and fixed deposits with an original maturity of less than three months, which are subject to an insignificant risk of changes in value.

Bank Balances other than cash and cash equivalents in the balance sheet comprise of unpaid dividend accounts and fixed deposits with an original maturity of more than three months and less than twelve months, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft.

2.14 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

• (A) Financial assets

• (i) Initial recognition and measurement

At initial recognition, the Company measures a financial assets at its fair value and in the case of financial assets not recorded at fair value through profit or loss at transaction costs that are attributable to the acquisition of the financial asset. Transaction cost of financial assets carried at fair value through profit or loss is expensed in the Statement of Profit or Loss.

• (ii) Classification and subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a) at amortized cost; or

b) at fair value through other comprehensive income; or

c) at fair value through profit or loss.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

Debt Instruments: Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments.

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Interest income from these financial assets is included in finance income using the effective interest rate method (EIR).

Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.

Equity investments: All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument- by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.

(iii) Impairment of financial assets

In accordance with Ind AS 109, Financial Instruments, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVTOCI.

For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the year end.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payment is more than 30 days past due.

ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In balance sheet ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.

• (iv) Derecognition of financial assets

A financial asset is derecognized only when

a) the rights to receive cash flows from the financial asset is transferred or

b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

(B) Financial liabilities

• (i) Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs.

• (ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.

Borrowings at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.

(iii) Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss as finance costs.

(C) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

2.15 Employee benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are recognized in respect of employees’ services up to the end of the year and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Defined Contribution Plan

Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

Employee's State Insurance Scheme: Contribution towards employees' state insurance scheme is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

Defined benefit plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the 'Gratuity Plan") covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The estimated future payments which are denominated in a currency other than INR, are discounted using market yields determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

2.16 Current Asset and Current Liability

Current Asset – “An entity shall classify an asset as current when:

(a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;

(b) it holds the asset primarily for the purpose of trading;

(c) it expects to realise the asset within twelve months after the reporting period;

(d) the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. An entity shall classify all other assets as non-current.

Current Liability – “An entity shall classify a liability as current when:

(a) it expects to settle the liability in its normal operating cycle;

(b) it holds the liability primarily for the purpose of trading;

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023 (c) the liability is due to be settled within twelve months after the reporting period; or

(d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. An entity shall classify all other liabilities as non-current.”

2.17 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company's earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year. The weighted average number of equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

2.18 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM)(Managing Director) of the Company. The Managing Director is responsible for allocating resources and assessing performance of the operating segments of the company.

During the period, entity was engaged in the business of home textile products, which is the only operating segment as per Ind AS 108.

2.19 Rounding off amounts

All amounts disclosed in standalone financial statements and notes have been rounded off to the nearest crores as per requirement of Schedule III of the Act, unless otherwise stated.

2.20 Recent Accounting Developments

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1 – Presentation of Financial Statements : The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 – Income Taxes : The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

3 (a) Property, plant and equipment

Property, plant and equipment
	Gross block					Depreciation					Net block
Particulars	As at 1 April 2022	Additions/ Adjustments	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2023	As at 1 April 2022	For the year	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2023	As at 31 March 2023	As at 31 March 2022
Owned assets Leasehold land Freehold land Building Plant and machinery Furniture and fixtures Vehicles Office equipment Computers Electrical installations Fire hydrants	9.21 53.55 43.27 122.28 11.39 5.30 2.71 4.21 9.05 0.21	- - 4.60 34.66 17.99 0.52 0.43 0.76 1.68 0.04	- - - 0.10 - 0.09 - 0.00 0.15 -	- - - - - - - - - -	9.21 53.55 47.87 156.84 29.38 5.72 3.15 4.97 10.58 0.25	0.68 - 22.61 63.44 6.78 3.54 2.00 3.51 5.55 0.08	0.17 - 1.50 6.81 1.58 0.34 0.31 0.36 0.54 0.02	- - - 0.01 - 0.05 - 0.00 0.15 0.00	- - - - - - - - - -	0.85 - 24.11 70.24 8.36 3.83 2.31 3.87 5.94 0.10	8.36 53.55 23.76 86.60 21.02 1.89 0.84 1.10 4.64 0.15	8.53 53.55 20.66 58.84 4.61 1.76 0.71 0.70 3.50 0.12
Total	261.17	60.68	0.34	-	321.51	108.19	11.62	0.21	-	119.60	201.92	152.98

	Gross block	Gross block	Gross block	Gross block	Gross block	Depreciation	Depreciation	Depreciation	Depreciation	Depreciation	Net block	Net block
Particulars	As at 1 April 2021	Additions/ Adjustments	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2022	As at 1 April 2021	For the year	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2022	As at 31 March 2022	As at 31 March 2021
Owned assets Leasehold land Freehold land Building Plant and machinery Furniture and fixtures Vehicles Office equipment Computers Electrical installations Fire hydrants	9.21 52.05 41.37 101.42 8.34 4.76 2.43 3.65 7.52 0.16	- - 1.90 21.00 3.05 0.55 0.27 0.56 1.53 0.05	- - - 0.15 - - - - - -	- 1.50 - - - - - - - -	9.21 53.55 43.27 122.28 11.39 5.30 2.71 4.21 9.05 0.21	0.51 - 21.32 58.67 6.13 3.25 1.72 3.23 5.08 0.07	0.17 - 1.29 4.79 0.65 0.29 0.28 0.28 0.47 0.01	- - - 0.03 - - - - - -	- - - - - - - - - -	0.68 - 22.61 63.44 6.78 3.54 2.00 3.51 5.55 0.08	8.53 53.55 20.66 58.84 4.61 1.76 0.71 0.70 3.50 0.12	8.70 52.05 20.05 42.75 2.21 1.51 0.71 0.42 2.44 0.09
Total	230.91	28.92	0.15	1.50	261.17	99.98	8.24	0.03	-	108.19	152.98	130.93

3.1 Property, plant and equipment pledged as security

Refer to Note 21 for information on property, plant and equipment pledged as security by the Company.

3 (b) Right-of-use Assets

Right-of-use Assets
	Gross Carrying Amount				Depreciation				Net Carrying Amount
Particulars	As at 1 April 2022	Additions	Disposals	As at 31 March 2023	As at **1 April 2022 **	For the year	Disposals	As at 31 March 2023	As at 31 March 2023
Buildings Vehicles	13.17 0.99	5.13 -	1.24 -	17.06 0.99	5.51 0.84	2.46 0.10	1.10 -	6.87 0.94	10.19 0.05
Total	14.16	5.13	1.24	18.05	6.35	2.56	1.10	7.81	10.24
	Gross Carrying Amount				Depreciation				Net Carrying Amount
Particulars	As at 1 April 2021	Additions	Disposals	As at 31 March 2022	As at **1 April 2021 **	For the year	Disposals	As at 31 March 2022	As at 31 March 2022
Buildings Vehicles	13.17 0.99	- -	- -	13.17 0.99	3.67 0.57	1.84 0.27	- -	5.51 0.84	7.66 0.15
Total	14.16	-	-	14.16	4.24	2.11	-	6.35	7.81

• 4 Capital-Work-in Progress (CWIP)

Capital work-in-progress ageing schedule

31 March 2023	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total
CWIP	Amount in CWIP for aperiod of				Total
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects inprogress	4.04	-	-	-	4.04
31 March 2022
CWIP	Amount in CWIP for aperiod of				Total
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects inprogress	3.95	-	-	-	3.95
Intangible assets
	Gross block				Depreciation				Net block
Particulars	As at 1 April 2022	Additions/ Adjustments	Deductions/ Adjustments	As at 31 March 2023	As at 1 April 2022	For the year	Deductions/ Adjustments	As at 31 March 2023	As at 31 March 2023	As at 31 March 2022
Intangible Assets Software	0.03	0.03	-	0.06	0.01	0.00	-	0.01	0.05	0.02
	Gross block				Depreciation				Net block
Particulars	As at 1 April 2021	Additions/ Adjustments	Deductions/ Adjustments	As at 31 March 2022	As at 1 April 2021	For the year	Deductions/ Adjustments	As at 31 March 2022	As at 31 March 2022	As at 31 March 2021
Intangible Assets Software	-	0.03	-	0.03	-	0.01	-	0.01	0.02	-

• 5 Intangible assets

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

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(Amount in crores, unless otherwise stated)

6	Financial assets- Investments	31 March 2023	31 March 2022
	Non-current Investments Investments in Equity Instruments (fully paid-up) Unquoted Equity Shares in Subsidiary Companies (At Cost) 3,75,000 (31 March, 2022: 3,75,000) Equity shares of USD 1 each in Faze Three US LLC 1,00,000 (31 March, 2022: 1,00,000) Equity shares ofRs.10 each in Mats and More Private Limited Investment in Others (Designated and carried at fair value through profit or loss) Quoted equity shares 14,53,042 (31 March, 2022: 14,53,042) Equity shares of Rs.10 each fully paid-up in V R Woodart Limited Unquoted equity shares 5,000 (31 March, 2022: 5,000) Equity shares ofRs. 10 each fully paid-up in Saraswat Co-op Bank Limited 40 (31 March, 2022 : 40) Equity shares ofRs.25 each fully paid-up in Greater Bombay Co-operative Bank Limited *	2.43 0.10 0.21 0.01 0.00	2.43 0.10 0.21 0.01 0.00
	Total	2.75	2.75
	Current Investments Investments in Mutual Funds (Designated and carried at fair value through profit or loss) Investments in Nippon Ind ETF Gold Bees (Quoted) (Refer footnote i) Investment in Nippon India Silver ETF Fund(Quoted) (Refer footnote i)	8.49 3.64	7.31 2.90
	Total	12.13	10.21
	Aggregate book value of: Quoted investments Unquoted investments Aggregate market value of: Quoted investments Unquoted investments	12.34 2.54 12.86 2.54	10.42 2.54 10.94 2.54

• Amounts represented by ‘0’ (zero) construes value less than Rs. fifty thousand.

Footnotes: i. Details of Investments in Mutual Funds (Designated and carried at FVTPL):

	Footnotes: i. Details of Investments in Mutual Funds (Designated and carried at FVTPL):
7 8	Particulars	Numbers		Amount
		As at 31 March 2023	As at 31 March 2022	As at 31 March 2023	As at 31 March 2022
	Nippon India ETF Gold Bees Nippon India Silver ETF Fund	16,61,500 5,15,500	16,61,500 4,37,000	8.49 3.64	7.31 2.90
	Total	21,77,000	20,98,500	12.13	10.21
	Other financial assets (non-current)			31 March 2023	31 March 2022
	Security deposits Deposit account with banks (Deposits with maturity for more than 12 months from balance sheet date) Other receivable Intercorporate Loan to Whollyowned subsidiary (Refer note 37)			1.24 0.08 0.68 5.30	0.93 0.12 0.68 -
	Total			7.29	1.73
	Other non-current assets			31 March 2023	31 March 2022
	Capital advance Balance with Government authorities			5.82 -	13.47 0.13
	Total			5.82	13.60

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

9	Inventories (At lower or cost or net realisable value)*	31 March 2023	31 March 2022
	Raw material Work in progress Finished goods Store and spares parts Dyes and chemicals	22.20 30.26 20.03 2.20 2.70	30.87 38.65 35.22 2.22 2.57
	Total	77.39	109.53

• Hypothecated as charge against short term - borrowings. Refer note 21 .

10	Trade receivables	31 March 2023	31 March 2022
	Secured, considered good Unsecured -Considered good -Considered doubtful Less : Allowance for bad and doubtful debts	- 93.90 - -	- 87.36 0.02 (0.02)
	Total	93.90	87.36
	Further classified as: Receivable from related parties (Refer note 37) Receivable from others	6.48 87.42	7.59 79.77
		93.90	87.36
	Footnote i : Include due from following Companies in which the Company is having a common directors / relative of directors: Faze Three Autofab Limited	0.19	-
		0.19	-

Ageing of Trade Receivables as on 31 March 2023

Ageing of Trade Receivables as on 31 March 2023
Particulars	Outstanding for following periods from due date of Receipts
	Less than 6 months	6 months - 1year	1-2 years years	Total
(i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables –which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant increase in credit (vi) Disputed Trade Receivables – credit impaired Less: Allowance for bad and doubtful debts(Disputed + Undisputed)	78.54 - - - - - -	14.27 - - - - - -	1.09 - - - - - -	93.90 - - - - - -
Total	78.54	14.27	1.09	93.90

Ageing of Trade Receivables as on 31 March 2022

Ageing of Trade Receivables as on 31 March 2022
Particulars	Outstanding for following periods from due date of Receipts
	Less than 6 months	6 months - 1year	1-2 years years	Total
(i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables –which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant increase in credit (vi) Disputed Trade Receivables – credit impaired Less: Allowance for bad and doubtful debts(Disputed + Undisputed)	84.03 - - - - - -	3.30 - - - - - -	0.03 - - - - - -	87.36 - - - - - -
Total	84.03	3.30	0.03	87.36

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

11 12 13 14 15	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Cash and cash equivalents	31 March 2023	31 March 2022
	Balances with banks In current accounts In EEFC accounts Fixed deposits with original maturity of less than 3 months Cash on hand	5.03 13.37 42.98 0.04	2.12 3.11 - 0.06
	Total	61.42	5.29
	Bank balances other than cash and cash equivalent	31 March 2023	31 March 2022
	Deposit with maturity for more than 3 months but less than 12 months Unpaid Dividend Accounts	42.27 0.04	50.49 0.02
	Total	42.31	50.51
	Other financial assets (current)	31 March 2023	31 March 2022
	Security deposits Unsecured, considered good (at amortised cost) Interest accrued on fixed deposits Interest receivable from banks (under interest equalisation scheme) Balance with Government authorities Rebate / Drawback of taxes and duties receivable Scrips in hand Unsecured, considered good (at FVTPL) MTMgain on currencyforward contracts	- 0.70 - 6.85 - 0.72	0.21 0.47 1.64 6.89 13.93 0.90
	Total	8.27	24.04
	Current tax assets (net)	31 March 2023	31 March 2022
	Advance income tax(net ofprovisions(31 March 2022 -Rs.33.51 crores))	-	0.07
	Total	-	0.07
	Other current assets	31 March 2023	31 March 2022
	Unsecured, considered good Balance with Government authorities GST input credit GST rebate receivable Advance to suppliers Staff advances Prepaid expenses	7.92 3.82 1.67 0.38 1.10	6.38 8.00 3.87 0.52 0.87
	Total	14.89	19.64

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

16 (a)	Equity share capital			31 March 2023	31 March 2022
	Authorized 2,60,00,000 (31 March 2022: 2,60,00,000) Equity Shares of Rs. 10/- each Total Issued, subscribed and paid up 2,43,19,000 (31 March 2022: 2,43,19,000) Equity Shares of Rs. 10/- each fully Total	paid		26.00	26.00
				26.00	26.00
				24.32	24.32
				24.32	24.32
	Total			24.32	24.32
	Reconciliation of equity shares outstanding at the beginning and at the end of theyear	31 March 2023		31 March 2022
	Outstanding at the beginning of the year Add: Issued during the year Outstandingat the end of theyear	Number of shares	Amount	Number of shares	Amount
		2,43,19,000 -	24.32 -	2,43,19,000 -	24.32 -
		2,43,19,000	24.32	2,43,19,000	24.32

(b) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in proportion to their shareholding.

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of the shareholder	31 March 2023	31 March 2023	31 March 2022	31 March 2022
	Number of shares	% of holding in the class	Number of shares	% of holding in the class
Ajay Anand Ajay Jindal Instyle Investments Pvt. Ltd. Salim Govani Vishnu Anand Ashish Kacholia	77,30,812 28,12,450 23,94,625 15,91,837 13,89,875 12,71,382	31.79 11.56 9.85 6.55 5.72 5.23	76,66,421 28,12,450 23,94,625 16,91,837 2,68,875 11,33,856	31.52 11.56 9.85 6.96 1.11 4.66

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

• (d) Details of Shares held by Promoters at the end of the year

Promoter Name		31 March 2023	31 March 2023	31 March 2022	31 March 2022	31 March 2022
	No. of shares	% of total shares	% Change during theyear	No. Of Shares	% of total shares	% Change during the year
Ajay Anand Instyle Investments Private Limited Vishnu Anand Sanjay Anand Ajay Anand (HUF) Rashmi Anand Mamata Finvest Private Limited Rohina Anand AnadryInvestments Private Limited	77,30,812 23,94,625 13,89,875 10,17,420 6,62,500 3,43,990 87,500 20,875 9,500	31.79% 9.85% 5.72% 4.18% 2.72% 1.41% 0.36% 0.09% 0.04%	0.27% - 4.61% - - - - - -	76,66,421 23,94,625 2,68,875 10,17,420 6,62,500 3,43,990 87,500 20,875 9,500	31.52% 9.85% 1.11% 4.18% 2.72% 1.41% 0.36% 0.09% 0.04%	1.79% - 0.42% (0.41)% - - - - -

No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years immediately preceding the (e) current year end.

(f) No class of shares have been bought back by the Company during the period of five years immediately preceding the current year end.

17 A B C	Other equity
	Particulars	31 March 2023	31 March 2022
	Capital reserve Securities premium General reserve Revaluation reserve Other Comprehensive Income Retained earnings	5.73 24.44 91.93 56.23 (1.44) 135.46	5.73 24.44 93.15 56.37 (1.28) 78.00
	Total	312.35	256.43
	Nature and purpose of reserves Capital reserve
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance	5.73 -	5.73 -
		5.73	5.73
	Securitiespremium The capital reserve represents the excess of the identifiable assets and liabilities over the consideration paid/ received o business/investment.	r vice versa in a common control demerger of
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance	24.44 -	24.44 -
		24.44	24.44
	This reserve represents the premium on issue of shares and can be utilised in accordance with the provisions of the Comp General reserve	anies Act, 2013.
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Distribution of Interim Dividend Closing balance	93.15 (1.22)	93.15 -
		91.93	93.15
	The Company created a general reserve in earlier years pursuant to the provisions of the Companies Act, 1956 wherein be transferred to general reserve before declaring dividends. As per the Companies Act 2013, the requirement to transf General reserve is a free reserve available to the entity.	certain percentage of profits were required to er profits to general reserve is not mandatory. P

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023 (Amount in crores, unless otherwise stated) D Revaluation reserve Particulars 31 March 2023 31 March 2022 Opening balance 56.37 55.02 Add/(Less): Transferred to reserves (0.14) 1.35 Closing balance 56.23 56.37 E Other comprehensive income Particulars 31 March 2023 31 March 2022 Opening balance (1.28) (1.01) - Re-measurement gains / (losses) on defined benefit plans (net of taxes) (0.16) (0.27) Closing balance (1.44) (1.28) F Retained earnings Particulars 31 March 2023 31 March 2022 Opening balance 78.02 26.93 Add/(Less): Profit during the year 57.44 51.07 Closing balance 135.46 78.00 This reserve represents undistributed accumulated earnings of the entity as on the balance sheet date. 18 Non-current borrowings 31 March 2023 31 March 2022 Secured Vehicle Loan from NBFC - 0.27 Total - 0.27 19 Other financial liabilities 31 March 2023 31 March 2022 (A) Non-current Security deposits 0.26 0.14 Subtotal (A) 0.26 0.14 (B) Current Interest accrued and due 0.51 0.24 Salary & reimbursement payable 4.90 4.29 Expenses payable 3.67 4.67 Dividend payable 0.04 0.02 Capital Creditors 2.10 1.46 Subtotal (B) 11.22 10.69 Total((A) +(B)) 11.48 10.83 20 31 March 2023 31 March 2022 31 March 2023 31 March 2022 Provision for employee benefits (refer note 35) Provision forgratuity (funded) 1.90 1.58 2.48 2.22 Total 1.90 1.58 2.48 2.22 This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income. This represents the cumulative gains and losses arising on remeasurement of defined employee benefit plans (net of taxes). Provisions Current Non-Current	Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023 (Amount in crores, unless otherwise stated) D Revaluation reserve Particulars 31 March 2023 31 March 2022 Opening balance 56.37 55.02 Add/(Less): Transferred to reserves (0.14) 1.35 Closing balance 56.23 56.37 E Other comprehensive income Particulars 31 March 2023 31 March 2022 Opening balance (1.28) (1.01) - Re-measurement gains / (losses) on defined benefit plans (net of taxes) (0.16) (0.27) Closing balance (1.44) (1.28) F Retained earnings Particulars 31 March 2023 31 March 2022 Opening balance 78.02 26.93 Add/(Less): Profit during the year 57.44 51.07 Closing balance 135.46 78.00 This reserve represents undistributed accumulated earnings of the entity as on the balance sheet date. 18 Non-current borrowings 31 March 2023 31 March 2022 Secured Vehicle Loan from NBFC - 0.27 Total - 0.27 19 Other financial liabilities 31 March 2023 31 March 2022 (A) Non-current Security deposits 0.26 0.14 Subtotal (A) 0.26 0.14 (B) Current Interest accrued and due 0.51 0.24 Salary & reimbursement payable 4.90 4.29 Expenses payable 3.67 4.67 Dividend payable 0.04 0.02 Capital Creditors 2.10 1.46 Subtotal (B) 11.22 10.69 Total((A) +(B)) 11.48 10.83 20 31 March 2023 31 March 2022 31 March 2023 31 March 2022 Provision for employee benefits (refer note 35) Provision forgratuity (funded) 1.90 1.58 2.48 2.22 Total 1.90 1.58 2.48 2.22 This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income. This represents the cumulative gains and losses arising on remeasurement of defined employee benefit plans (net of taxes). Provisions Current Non-Current	Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023 (Amount in crores, unless otherwise stated) D Revaluation reserve Particulars 31 March 2023 31 March 2022 Opening balance 56.37 55.02 Add/(Less): Transferred to reserves (0.14) 1.35 Closing balance 56.23 56.37 E Other comprehensive income Particulars 31 March 2023 31 March 2022 Opening balance (1.28) (1.01) - Re-measurement gains / (losses) on defined benefit plans (net of taxes) (0.16) (0.27) Closing balance (1.44) (1.28) F Retained earnings Particulars 31 March 2023 31 March 2022 Opening balance 78.02 26.93 Add/(Less): Profit during the year 57.44 51.07 Closing balance 135.46 78.00 This reserve represents undistributed accumulated earnings of the entity as on the balance sheet date. 18 Non-current borrowings 31 March 2023 31 March 2022 Secured Vehicle Loan from NBFC - 0.27 Total - 0.27 19 Other financial liabilities 31 March 2023 31 March 2022 (A) Non-current Security deposits 0.26 0.14 Subtotal (A) 0.26 0.14 (B) Current Interest accrued and due 0.51 0.24 Salary & reimbursement payable 4.90 4.29 Expenses payable 3.67 4.67 Dividend payable 0.04 0.02 Capital Creditors 2.10 1.46 Subtotal (B) 11.22 10.69 Total((A) +(B)) 11.48 10.83 20 31 March 2023 31 March 2022 31 March 2023 31 March 2022 Provision for employee benefits (refer note 35) Provision forgratuity (funded) 1.90 1.58 2.48 2.22 Total 1.90 1.58 2.48 2.22 This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income. This represents the cumulative gains and losses arising on remeasurement of defined employee benefit plans (net of taxes). Provisions Current Non-Current	Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023 (Amount in crores, unless otherwise stated) D Revaluation reserve Particulars 31 March 2023 31 March 2022 Opening balance 56.37 55.02 Add/(Less): Transferred to reserves (0.14) 1.35 Closing balance 56.23 56.37 E Other comprehensive income Particulars 31 March 2023 31 March 2022 Opening balance (1.28) (1.01) - Re-measurement gains / (losses) on defined benefit plans (net of taxes) (0.16) (0.27) Closing balance (1.44) (1.28) F Retained earnings Particulars 31 March 2023 31 March 2022 Opening balance 78.02 26.93 Add/(Less): Profit during the year 57.44 51.07 Closing balance 135.46 78.00 This reserve represents undistributed accumulated earnings of the entity as on the balance sheet date. 18 Non-current borrowings 31 March 2023 31 March 2022 Secured Vehicle Loan from NBFC - 0.27 Total - 0.27 19 Other financial liabilities 31 March 2023 31 March 2022 (A) Non-current Security deposits 0.26 0.14 Subtotal (A) 0.26 0.14 (B) Current Interest accrued and due 0.51 0.24 Salary & reimbursement payable 4.90 4.29 Expenses payable 3.67 4.67 Dividend payable 0.04 0.02 Capital Creditors 2.10 1.46 Subtotal (B) 11.22 10.69 Total((A) +(B)) 11.48 10.83 20 31 March 2023 31 March 2022 31 March 2023 31 March 2022 Provision for employee benefits (refer note 35) Provision forgratuity (funded) 1.90 1.58 2.48 2.22 Total 1.90 1.58 2.48 2.22 This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income. This represents the cumulative gains and losses arising on remeasurement of defined employee benefit plans (net of taxes). Provisions Current Non-Current	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Particulars			31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance			56.37 (0.14)	55.02 1.35
				56.23	56.37
	Other comprehensive income This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income.
	Particulars			31 March 2023	31 March 2022
	Opening balance - Re-measurement gains / (losses) on defined benefit plans (net of taxes) Closing balance			(1.28) (0.16)	(1.01) (0.27)
				(1.44)	(1.28)
	Retained earnings This represents the cumulative gains and losses arising on remeasurement of	defined employee benefit plans (net of taxes).
	Particulars			31 March 2023	31 March 2022
	Opening balance Add/(Less): Profit during the year Closing balance			78.02 57.44	26.93 51.07
				135.46	78.00
	This reserve represents undistributed accumulated earnings of the entity as o	n the balance sheet date.
	Non-current borrowings			31 March 2023	31 March 2022
	Secured Vehicle Loan from NBFC			-	0.27
	Total			-	0.27
	Other financial liabilities			31 March 2023	31 March 2022
	(A) Non-current Security deposits Subtotal (A) (B) Current Interest accrued and due Salary & reimbursement payable Expenses payable Dividend payable Capital Creditors Subtotal (B)			0.26	0.14
				0.26	0.14
				0.51 4.90 3.67 0.04 2.10	0.24 4.29 4.67 0.02 1.46
				11.22	10.69
	Total((A) +(B))			11.48	10.83
	Provisions	Non-Current		Current
		31 March 2023	31 March 2022	31 March 2023	31 March 2022
	Provision for employee benefits (refer note 35) Provision forgratuity (funded)	1.90	1.58	2.48	2.22
	Total	1.90	1.58	2.48	2.22

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

21	Short -term borrowings	31 March 2023	31 March 2022
	Secured, from bank (carried at amortised cost) Packing Credit in Rupee Scheme (PCRS) (refer footnote (i)) Packing Credit Foreign Currency (PCFC) (refer footnote (ii)) Current maturities of Vehicle Loan from NBFC	160.55 - 0.20	131.23 26.41 0.00
	Total	160.75	157.64

Terms and conditions of loans

(i) PCRS facility from Bank carry interest rate as per the below mentioned table. Packing Credit in Rupee Scheme (PCRS) is secured by way of hypothecation of Inventories meant for exports and book debts as prime security and collaterally secured by extension of the charge on the Property, plant and equipment of the Company.

The Company has interest rate subvention of 3% on the aforesaid rates for Packing Credit in Rupee Scheme (PCRS).

Name of the Bank	Rate of Interest	Rate of Interest
	2023	2022
Yes Bank Limited	5.40%	6.60%
HDFC Bank Limited	4.20%	6.99%
ICICI Bank Limited	5.10%	6.50%
Standard Chartered Bank	5.20%	7.15%
Federal Bank Limited	5.35%	6.00%
Yes Bank Limited *	4.05%	6.25%
HDFC Bank Limited *	-	5.40%
ICICI Bank Limited *	3.27%	5.75%

• The above mentioned PCRS is secured by way of lien over Fixed Deposits to be excercised at the time of release of funds.

(ii) The Company has obtained PCFC Loans from Yes Bank Limited carry interest rate of 1.50% which are secured by way of hypothecation of Inventories meant for exports and book debts as prime security and collaterally secured by extension of the charge on the Property, plant and equipment of the Company.

(iii) Assets Pledged as Security

The carrying amounts of assets pledged as security for current borrowings are:

22 23 24	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06	Particulars 31 March 2023 31 March 2022 Current assets Inventories 77.39 109.53 Trade receivables 93.90 87.36 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 7.92 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 189.89 232.08 Non-Current assets Property, plant and equipment 201.92 152.98 Total Non-Current assetspledged as security 201.92 152.98 Total Assetspledged as security 391.80 385.06
	Tradepayables				31 March 2023	31 March 2022
	Total outstanding dues of micro enterprises and small enterprises (refer note 49) Total outstandingdues of creditors other than micro enterprises and small enterprises				0.17 11.50	- 21.09
	Total				11.67	21.09
	Ageing of Trade Payables as on 31 March 2023
	Particulars	Outstanding for following periods from due date of Payment
		Less than 1year	1-2years	2-3years	More than 3years	Total
	(i) MSME (ii) Disputed dues – MSME (iii) Others (iv)Disputed dues - Others	0.17 - 11.36 -	- - 0.11 -	- - 0.03 -	- - - -	0.17 - 11.50 -
	Total	11.53	0.11	0.03	-	11.67
	Ageing of Trade Payables as on 31 March 2022
	Particulars	Outstanding for following periods from due date of Payment
		Less than 1year	1-2years	2-3years	More than 3years	Total
	(i) MSME (ii) Disputed dues – MSME (iii) Others (iv)Disputed dues - Others	- - 20.95 -	- - 0.11 -	- - 0.03 -	- - - -	- - 21.09 -
	Total	20.95	0.11	0.03	-	21.09
	Other current liabilities				31 March 2023	31 March 2022
	Statutory dues payable Advance from customer				0.78 0.04	0.71 2.07
	Total				0.82	2.77
	Current tax liabilities(net)				31 March 2023	31 March 2022
	Provision for taxation(net of advance tax 31 March 2023	-Rs.41.44 crore)			0.14	-
	Total				0.14	-

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

25 26 27 28 29 30 31	(Amount in crores,unless otherwise stated)	(Amount in crores,unless otherwise stated)	(Amount in crores,unless otherwise stated)
	Revenue from operations	31 March 2023	31 March 2022
	Revenue from contracts with customers Sale of manufactured products - Export Sales - Domestic Sales Sale of services - Domestic Sales Other operating revenues - Rebate/Drawback of Taxes and Duties	478.99 14.91 26.80 27.22	442.09 11.94 23.75 27.23
	Total	547.92	505.01
	Other income	31 March 2023	31 March 2022
	Rental income Interest income on financial assets designated at amortised cost - on fixed deposits - on security deposits - on others Other non-operating income -Income from sale of Investments -Fair valuation adjustments of investments -Miscellaneous income -Gain on sale of Property, plant and equipment -Gain on foreign currencyfluctuation	0.58 3.05 0.25 0.24 - 1.44 0.01 - -	0.77 2.20 0.11 - 0.27 - 0.36 0.00 3.27
	Total	5.57	6.98
	Cost of material consumed	31 March 2023	31 March 2022
	Inventories at the beginning of the year Add: Purchases during the year Less: Inventories at the end of theyear	33.43 206.13 24.90	20.73 263.11 33.43
	Total	214.66	250.41
	Changes in inventories of finishedgoods and work-in-progress	31 March 2023	31 March 2022
	Inventories at the beginning of the year -Finished goods -Work-in-progress -Goods-in-transit Less: Inventories at the end of the year -Finished goods -Work-in-progress	35.22 38.65 -	18.00 21.22 5.87
		73.87	45.09
		20.03 30.26	35.22 38.65
		50.29	73.87
	Net decrease/ (increase)	23.58	(28.78)
	Employee benefits expense	31 March 2023	31 March 2022
	Salaries, wages, bonus and other allowances Contribution to Provident Fund and other funds Gratuity expenses (Refer Note 35) Staff welfare expenses	64.58 2.43 0.75 1.43	61.33 2.13 0.63 1.10
	Total	69.19	65.19
	Finance costs	31 March 2023	31 March 2022
	Interest on borrowing Interest Expense on lease liability	6.23 1.26	3.95 1.04
	Total	7.49	4.99
	Depreciation and amortization expense	31 March 2023	31 March 2022
	Depreciation (refer note 3 (a)) Depreciation on Right of Use Assets (refer note 3 (b)) Amortisation Less: transfer to revaluation reserve	11.45 2.56 0.17 (0.14)	8.05 2.11 0.17 (0.15)
	Total	14.04	10.19

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

32 33 (A) (B) (C) (D) (E)

(Amount in crores,unless otherwise stated) Other expenses 31 March 2023 31 March 2022 Sewing, stitching,weaving & finishing charges 10.39 13.12 Power & fuel 31.02 30.99 Clearing and forwarding expenses 28.74 21.57 Repairs & maintenance: Plant & machinery 2.73 5.49 Building 1.24 6.84 Other manufacturing expenses 29.82 30.07 Rent, rates & taxes 1.41 2.23 Stores and spares consumed 2.62 5.08 Audit fees (refer note i below) 0.19 0.18 Miscellaneous expenses 3.49 3.54 Fair Valuation of License in Hand 0.12 2.01 Fair valuation adjustments of investments - 0.06 Bank charges 7.21 2.74 Corporate Social Responsilbity Expenditure (refer note 47) - 1.48 Security expenses 2.17 1.93 Courier expenses 2.31 2.12 Travelling, vehicle & conveyance expenses 4.26 1.64 Loss on sale of Property, plant and equipment 0.07 - Loss on foreign currency fluctuation 1.96 - Legal & professional fees 5.28 4.73 Insurance charges 1.16 0.84 Selling& distribution expenses 11.63 1.94 Total 147.82 138.60 Note i: The followingis the break-upof Auditors remuneration(exclusive of taxes) 31 March 2023 31 March 2022 As auditor: Statutory audit fees (including for quaterly limited reviews) 0.18 0.17 Reimbursement of expenses 0.01 0.01 Total 0.19 0.18 Income Tax Income Tax recognised in profit or loss 31 March 2023 31 March 2022 Current tax 17.95 20.26 Deferred tax charge / income 1.32 0.06 Total Income Tax recognised inprofit or loss 19.27 20.32 Income Tax recognised in other comprehensive income 31 March 2023 31 March 2022 Items that will not be reclassified to profit or loss Re-measurement on net defined benefit plans 0.06 0.09 Total Income Tax recognised in other comprehensive income 0.06 0.09 Deferred tax assets/ (liabilities) (net): Particulars Balance as at 1 April 2022 Charge / (Credit) to Profit or Loss Utilisation of MAT Credit Balance as at 31 March 2023 Deferred tax assets Provision for employee benefits 1.24 0.20 - 1.44 Unabsorbed depreciation and business losses carried forward 2.33 (0.51) - 1.82 On Temporary Difference on account of leases 0.30 0.12 - 0.42 Other 0.01 0.03 - 0.04 Deferred tax liabilities Fiscal allowances onproperty, plant and equipment (7.21) (1.10) - (8.31) Total deferred tax assets/ (liabilities), net (3.33) (1.26) - (4.59) Particulars Balance as at 1 April 2021 Charge / (Credit) to Profit or Loss Utilisation of MAT Credit Balance as at 31 March 2022 Deferred tax assets Provision for employee benefits 1.22 (0.02) - 1.24 Unabsorbed depreciation and business losses carried forward 2.33 - - 2.33 On Temporary Difference on account of leases 0.17 (0.13) - 0.30 Minimum alternate tax carried forward 5.36 - (5.36) - Other - (0.01) - 0.01 Deferred tax liabilities Fiscal allowances onproperty, plant and equipment (7.07) 0.14 - (7.21) Total deferred tax assets/ (liabilities), net 2.00 (0.02) (5.36) (3.33) Reconciliation of tax charge 31 March 2023 31 March 2022 Profit before tax 76.71 71.39 Statutory Tax Rate 25.17% 29.12% Income tax expense at tax rates applicable 19.31 20.79 Tax effects of: - Other items (0.04) (0.47) Income tax expense 19.27 20.32 Capital Tax losses of 31 March 2017:Rs.9.98 crores are available for offsetting for a maximum period of eight years against future taxable profits of the Company till AY 2025-26 Page 145 of 209

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

44 Ratios	44 Ratios	44 Ratios	44 Ratios
Sr. No.	Ratio	Unit	Formula	Particulars		March 31, 2023		March 31, 2022		Ratio as on	Ratio as on	Variation	Reason (If variation is more than 25%)
				Numerator	Denominator	Numerator	Denominator	Numerator	Denominator	March 31, 2023	March 31, 2022
(a) (b) (c ) (d) (e ) (f) (g) (h) (i) (j) (k)	Current Ratio Debt-Equity Ratio Debt Service Coverage Ratio Return on Equity Ratio Inventory Turnover Ratio Trade Receivables Turnover Ratio Trade Payables Turnover Ratio Net Capital Turnover Ratio Net Profit Ratio Return on Capital Employed Return on Investment	No. of times No. of times No. of times % No. of times No. of times No. of times No. of times % No. of times %	Current Assets / Current Liabilities	Current Assets= Inventories + Current Investment + Trade Receivable + Cash & Cash Equivalents + Other Current Assets + Contract Assets + Assets held for Sale Debt= long term borrowing + current maturities of long-term borrowings - Fixed deposit with banks (original maturity more than 3 months and upto 12 months Net Operating Income= Net profit after taxes + Non-cash operating expenses + finance cost Net Income= Net Profits after taxes – Preference Dividend Cost of Goods Sold Net Credit Sales Net Credit Purchases Revenue Net Profit EBIT= Earnings before interest and taxes Net Profit	Current Liability= Short term borrowings + Trade Payables + Other financial Liability+ Current tax (Liabilities) + Contract Liabilities+ Provisions + Other Current Liability Equity= Equity + Reserve and Surplus Debt Service = Interest & Lease Payments + Principal Repayments- Fixed deposit with banks (original maturity more than 3 months and upto 12 months Shareholder's Equity (Opening Inventory + Closing Inventory)/2 (Opening Trade Receivables + Closing Trade Receivable)/2 (Opening Trade Payables + Closing Trade Payables)/2 Average Working Capital= Average of Current assets – Current liabilities Net Sales Capital Employed= Total Assets - Current Liability Net Investment= Net Equity	310.31 118.48 78.97 57.44 238.24 520.70 206.13 547.92 57.44 84.20 57.44	186.77 336.67 125.97 336.67 93.46 90.63 16.38 123.54 520.70 336.67 336.67	306.57 107.43 66.25 51.07 221.63 477.78 263.11 505.01 51.07 76.38 51.07	194.41 280.75 112.42 280.75 88.38 79.87 16.97 112.16 477.78 280.75 280.75	1.66 0.35 0.63 0.17 2.55 5.75 12.58 4.44 0.11 0.25 0.17	1.58 0.38 0.59 0.18 2.51 5.98 15.50 4.50 0.11 0.27 0.18	5% -8% 6% -6% 2% -4% -19% -1% 3% -8% -6%	NA NA NA NA NA NA NA NA NA NA NA
			Debt / Equity Net Operating Income / Debt Service
			Profit after tax less pref. Dividend x 100 / Shareholder's Equity
			Cost of Goods Sold / Average Inventory Net Credit Sales / Average Trade Receivables Net Credit Purchases / Average Trade Payables Revenue / Average Working Capital Net Profit / Net Sales EBIT / Capital Employed Net Profit / Net Investment

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

34 Earnings per share

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

Profit attributable to equity holders Weighted average number of shares outstanding during the year Basic earnings per share (Rs.) (Equity share ofRs.10 each) Diluted earningsper share (Rs.) (Equityshare ofRs.10 each)	31 March 2023	31 March 2022
	57.44 2,43,19,000 23.62 23.62	51.07 2,43,19,000 21.00 21.00

35	Employee benefits
(A)	Defined Contribution Plans	31 March 2023	31 March 2022
	Duringtheyear,the Companyhas recognized the followingamounts in the Statement of Profit and Loss
	Employers’ Contribution to Provident Fund and Employers' State Insurance Corporation (Refer note 29)	2.43	2.13

35	Employee benefits
(A)	Defined Contribution Plans Duringtheyear,the Companyhas recognized the followingamounts in the Statement of Profit and Loss	31 March 2023	31 March 2022
	Employers’ Contribution to Provident Fund and Employers' State Insurance Corporation (Refer note 29)	2.43	2.13
(B) i) ii) iii)	Defined benefit plans These plans typically expose the Company to the following actuarial risks: The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable on retirement / termination is the employee’s last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated from the entity,. The Company does not fully fund the liability and maintains the funding from time to time based on estimations of expected gratuity payments. Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments. Interest risk - A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset. Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. Asset Liability matching risk - The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk. Mortality risk - Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk. Concentration risk - Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines. Thepresent value of the defined benefit obligation,and the related current service cost andpast service cost,were measured usingtheprojected unit credit method.
	a) Gratuity payable to employees Actuarial assumptions Discount rate (per annum) Rate of increase in Salary (per annum) Attrition rate For service 2 years and below For service 3 years to 4 years For service 5 years and above Mortality rate during employment Changes in the present value of defined benefit obligation Present value of obligation at the beginning of the year Interest cost Current service cost Benefits paid directly by employer Actuarial (Gains)/Losses on Obligations - Due to Change in Demographic Assumptions Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions Actuarial (gain)/ loss- Due to experience Present value of obligation at the end of the year Included in provision for employee benefits (refer note 20) Expense recognized in the Statement of Profit and Loss Current service cost Interest cost Total expenses recognized in the Statement Profit and Loss Included in Employee benefits expense (Refer note 29). Acturial Loss ofRs.0.22 crores (31 March 2022 -Rs.0.36) is included in other comprehensive income.	31 March 2023	31 March 2022
		7.31% 4.00% 45% 30% 10% Indian Assured Lives Mortality 2012-14 (Urban)	6.09% 4.00% 40% 25% 15% Indian Assured Lives Mortality 2012-14 (Urban)
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		3.85 0.23 0.52 (0.39) (0.26) (0.33) 0.81	3.30 0.18 0.45 (0.45) (0.00) (0.09) 0.45
		4.44	3.85
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		0.52 0.23	0.45 0.18
		0.75	0.63

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

iv) v) vi) vii) viii)	Remeasurement (gain)/ loss recognized in other comprehensive income Acturial gain/(Loss) on obligation for the period Return on Plan assets excluding amounts included in net interest expense Recognized in other comprehensive income Changes in the fair value of plan assets are, as follows : Opening balance of fair value of plan assets Interest Income Return on plan assets (excluding amount of interest income) Closing balance of fair value of plan assets Assets and liabilities recognized in the Balance Sheet: Present value of obligation as at the end of the year Fair value of the plan assets at the end of the year Net asset / (liability) recognized in Balance Sheet Included in provision for employee benefits (Refer note 20) A quantitative sensitivity analysis for significant assumption as at 31 March 2023 and 31 March 2022 is as shown below: Impact on defined benefit obligation Discount rate 1% increase 1% decrease Employee Turnover 1% increase 1% decrease Rate of increase in salary 1% increase 1% decrease Maturity profile of defined benefit obligation Projected Benefits Payable in Future Years From the Date of Reporting 1st Following Year 2nd Following Year 3rd Following Year 4th Following Year 5th Following Year Sum of Years 6 to 10 Sum of 11 and above	31 March 2023	31 March 2022
		0.22 (0.00)	0.36 0.00
		0.22	0.36
		31 March 2023	31 March 2022
		0.05 0.00 0.00	0.05 0.00 (0.00)
		0.06	0.05
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		4.44 (0.06)	3.85 (0.05)
		4.38	3.80
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		(0.24) 0.26 0.05 (0.06) 0.26 (0.24)	(0.16) 0.18 0.01 (0.01) 0.18 (0.17)
		Employee's Gratuity Fund
		31 March 2023	31 March 2022
		0.54 0.50 0.53 0.46 0.48 2.05 2.88	0.59 0.53 0.51 0.48 0.41 1.56 1.25

36 Leases

a) As Lessee

The Company’s leasing arrangements are in respect of operating leases for buildings (corporate office, factory building etc.) and motor cars. These range between 5-7 years and usually renewable on mutually agreed terms.

(a) The following is the movement in lease liabilities during the year ended 31 March 2023 and 31 March 2022

(a)The followingis the movement in lease liabilities duringtheyear ended 31 March 2023 and 31 March 2022
Particulars	Category of ROU Asset
	Leasehold Building
Balance as at 1 April 2021 Additions Lease Payments Balance as at 31 March 2022 Additions Lease Payments	10.50 - (1.49) 9.01 4.99 (2.08)
Balance as at 31 March 2023	11.92
(b)The table belowprovides details regardingthe contractual maturities of lease liabilities as at 31 March 2023 and 31	March 2022 on an un
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Less than one year 3.42 One to Five years 11.12 More than 5years -	2.15 9.37 -
Total 14.54	11.52
(c)The followingis the break-upof current and non-current lease liabilities as at 31 March 2023 and 31 March 2022
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Current lease liability 2.34 Non-Current lease liability 9.58	1.32 7.69
(d)Amounts recognised in Statement of Cash Flows:
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Total cash outlow for leases 3.34	1.49

(b) The table below provides details regarding the contractual maturities of lease liabilities as at 31 March 2023 and 31 March 2022 on an undiscounted basis:

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

37 Related Party Disclosures:

(A) Names of related parties and description of relationship as identified and certified by the Company: Names of the related parties where control exists

Name of related party Relationship Faze Three US LLC Wholly owned subsidiary Mats and More Private Limited Wholly owned subsidiary V R Woodart Limited Entity in which director has common control Faze Three Autofab Limited Entity in which director has common control Ajay Anand (HUF) Entity in which director has common control Instyle Investments Private Limited Entity in which director has common control Next Interiors Private Limited Entity in which relative of director has common control ARR Bath & Home Private Limited Entity in which relative of director has common control Mamata Finvest Private Limited Wholly Owned Subsidiary of Instyle Investment Private Limited Anadry Investments Private Limited Wholly Owned Subsidiary of Instyle Investment Private Limited

Key Management Personnel (KMP)

In accordance with Ind AS 24 - Related Party Disclosures and the Companies Act, 2013, following personnels areconsidered as KMP.

Name of related party Relationship Ajay Anand Managing Director Sanjay Anand Whole-time Director Ankit Madhwani Chief Financial Officer Akram Sati Company Secretary (upto August 31, 2022) Nikhil Daga Company Secretary (from September 15, 2022 upto February 02, 2023) Samruddhi Varadkar Company Secretary (with effect from February 03, 2023)

Others Name of related party Relationship Rohina Anand Khira Daughter of Managing Director Ashok Anand Brother of Managing Director Vishnu Anand Son of Managing Director

• (B) Details of transactions with related party in the ordinary course of business for the year ended:

Details of transactions with relatedparty in the ordinary course of business for theyear ended:
Wholly owned subsidiary Faze Three US LLC Sale of goods Mats and More Private Limited Investment Loans given during the year Loans repaid during the year Purchase of goods Interest Income Entity in which director has common control Faze Three Autofab Limited Sale of services Purchase of goods Rent income Jobwork expense Reimbursement of Expenses ARR Bath & Home Private Limited Sale of goods Next Interiors Private Limited Sale of goods Reimbursement of Expenses Others Ashok Anand (towards payment of employee benefit) Vishnu Anand (towards payment of employee benefit) Key Management Personnel (KMP) Compensation of key management personnel (Short term employee benefits) Amount due to related party as on Trade Receivable Faze Three US LLC Faze Three Autofab Limited Trade Payable Faze Three Autofab Limited Loan Outstanding Mats and More Private Limited	31 March 2023	31 March 2022
	4.66 - 8.02 0.22 2.61 0.24 26.80 3.32 - 0.19 0.21 1.92 0.79 0.17 0.09 0.72 1.87	10.74 0.10 - - - 23.75 0.40 0.24 0.01 0.13 3.35 0.75 0.78 0.09 0.72 1.77
	31 March 2023	31 March 2022
	6.29 0.19 - 5.30	7.59 - 1.93 -

(C) Terms and conditions of transactions with related parties

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

38 Fair value measurement

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if their carrying amount is a reasonable approximation of fair value.

As at 31 March 2023 Financial assets Investments (Non Current) Other financial assets Trade Receivables Investments (Current) Cash & Cash Equivalents Bank balances other than cash and cash equivalent Other financial assets Financial liabilities Borrowings - Non Current Lease Liabilities - Non Current Other financial liabilities - - Non Current Borrowings - Current Lease Liabilities - Current Trade payables Other financial liabilities - Current As at 31 March 2022 Financial assets Investments (Non Current) Other financial assets Trade Receivables Investments (Current) Cash & Cash Equivalents Bank balances other than cash and cash equivalent Other financial assets Financial liabilities Borrowings - Non Current Lease Liabilities - Non Current Other financial liabilities - - Non Current Borrowings - Current Lease Liabilities - Current Trade payables Other financial liabilities - Current	Carrying Amount Fair Value
	FVTPL Amortized Cost Total Level 1 Level 2 Level 3 Total
	0.21 2.54 2.75 - 0.21 - 0.21 - 7.29 7.29 - - - - - 93.90 93.90 - - - - 12.13 - 12.13 12.13 - - 12.13 - 61.42 61.42 - - - - - 42.31 42.31 - - - - - 8.27 8.27 - - - -
	12.34 215.72 228.07 12.13 0.21 - 12.34
	- - - - - 9.58 9.58 - - 0.26 0.26 - - 160.75 160.75 - - 2.34 2.34 - - 11.67 11.67 - - 11.22 11.22 -
	- 195.82 195.82 - - - -
	Carrying Amount Fair Value
	FVTPL Amortized Cost Total Level 1 Level 2 Level 3 Total
	0.21 2.54 2.75 - 0.21 - 0.21 - 1.73 1.73 - - - - - 87.36 87.36 - - - - 10.21 - 10.21 10.21 - - 10.21 - 5.29 5.29 - - - - - 50.51 50.51 - - - - - 24.04 24.04 - - - -
	10.42 171.47 181.89 10.21 0.21 - 10.42
	- 0.27 0.27 - - 7.69 7.69 - - 0.14 0.14 - - 157.64 157.64 - - 1.32 1.32 - - 21.09 21.09 - - 10.69 10.69 -
	- 198.84 198.84 - - - -

Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• •Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• •Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• •Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

39 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company’s short-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of variable rate loans and borrowings.

the risk of changes in market interest rates relates primarily to the Company’s short-term debt obligations with floating interest rates. The Companymanages its interest rate risk byhavinga balancedportfolio of variable rate loans and borrowings.
	31 March 2023	31 March 2022
Variable rate borrowings	118.48	107.16
Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:
	Increase/ decrease in basispoints	Effect on profit before tax (` in Crs)
FY 2023 FY 2022	100 bps 100 bps	1.18 1.07

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company operating activities.

The Company is exposed to foreign currency risk arising mainly on export of finished goods and import of raw material. Foreign currency exposures are managed within approved policy parameters utilising forward contracts.

The carrying amounts of Company's foreign currency denominated financial assets and financial liabilities at the end of the reporting period are as follows:

Exposure to currency risk	31 March 2023	31 March 2023	31 March 2022	31 March 2022
	INR	USD/EURO/ GBP	INR	USD/EURO/ GBP
Trade receivables (hedged) Trade receivables (unhedged) Capital Creditors (hedged) Capital Creditors(unhedged)	88.00 - - 0.44	1.07 - - 0.00	60.95 - - 0.81	0.81 - - 0.01

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate (or any other material currency), with all other variables held constant, of the Company’s profit before tax (due to changes in the fair value of monetary assets and liabilities).

The Company realises 90% of its sales in USD, based on the hedging policy followed by the Company in case of normal volatality in USD / INR, the following effect is estimated.

	Change in USD rate	Effect on profit before tax
2023 USD / INR 2022 USD/INR	0.50% 0.50%	- -

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

(B) Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, under-performing and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Company is certain about the non-recovery.

Trade Receivables: The Company has an established credit policy and a credit review mechanism. The Company also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

Before accepting new customer, the Company has appropriate level of control procedures to assess the potential customer's credit quality. The credit-worthiness of its customers are reviewed based on their financial position, past experience and other relevant factors. The credit period provided by the Company to its customers generally ranges from 0-60 days. Outstanding customer receivables are reviewed periodically. Provision is made based on expected credit loss method or specific identification method. The credit risk related to the trade receivables is mitigated by taking security deposits / bank guarantee / letter of credit - as and where considered necessary, setting appropriate credit terms and by setting and monitoring internal limits on exposure to individual customers.

Financial instruments and cash deposits: The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Company’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Company.

• (C) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The Company manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds in bank fixed deposit and liquid schemes of mutual funds, which carry no/negligible mark to market risks.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments:

	Less than 3 months	3 to 12 months	1 to 5 years	More than 5 years	Total
31 March 2023 Short term borrowings Trade payables Salary & reimbursement payable Lease Liabilities Capital Creditors Expenses payable Interest accrued but not due Dividend payable 31 March 2022 Short term borrowings Long-term borrowings Trade payables Salary & reimbursement payable Lease Liabilities Capital Creditors Expenses payable Interest accrued but not due Dividend payable	126.75 11.13 4.90 0.86 2.10 3.67 0.51 0.04	34.00 0.40 - 2.56 - - - -	- 0.15 - 11.12 - - - -	- - - - - - - -	160.75 11.67 4.90 14.54 2.10 3.67 0.51 0.04
	149.96	36.96	11.27	-	198.18
	90.49 - 19.01 4.29 0.54 1.46 4.67 0.24 0.02	67.15 - 1.95 - 1.61 - - - -	- 0.27 0.13 - 9.37 - - - -	- - - - - - - - -	157.64 0.27 21.09 4.29 11.52 1.46 4.67 0.24 0.02
	120.73	70.71	9.77	-	201.21

• 40 Reconciliation of quarterly returns or statements of current assets filed with banks or financial institutions

The Company has obtained borrowings from bank on basis of security of current assets wherein the quarterly returns/ statements of current assets as filed with bank are in agreement with the books.

• 41 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

42 Registration of charges or satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

43 Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

45 Utilisation of Borrowed funds

• (i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

• (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

• (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

46 Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

47 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are mainly for environmental sustainability, promotion of education, health care, etc. A CSR committee has been formed by the company as per the Act. The funds are utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

A. B. C.	Particulars	31 March 2023	31 March 2022
	Gross Amount required to be spent as per Section 135 of the Act Add: Amount Unspent frompreviousyears	0.86 -	0.51 -
	Total Gross amount required to be spent during the year	0.86	0.51
	Amountapproved by the Board to be spentduring the year	-	1.48
	Amount spent during theyear on	31 March 2023	31 March 2022
	(i) Construction/acquisition of an asset (ii)Onpurposes other than(i)above -Towards CSR contribution	- -	- 1.48
	Details related to amount spent/ unspent
	Particulars	31 March 2023	31 March 2022
	Contribution to following Trust 1. Sports and adventure Association of Narmada 2. Helping Hands Foundation India 3. Rotary Club of Worli Bombay Trust 4. Shri Jagatbharti Education and Cheritable Trust 5. Jan Jagrati Sevarth Sansthan Accrual towards unspent obligations in relation to: Ongoing projects Other than Ongoing projects	- - - - - - -	0.63 0.00 0.00 0.85 - - -
	TOTAL	-	1.48

• D. Details of CSR expenditure in respect of other than ongoing projects

Details of CSR expenditure in respect of other than ongoing projects
Nature of Activity	Balance unspent as at 1 April 2022	Amount deposited in Specified Fund of Schedule VII of the Act within 6 months	Amount required to be spent during the year	Amount spent during the year	Balance unspent as at 31 March 2023
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	-	-	0.86	-	-
Nature of Activity	Balance unspent as at 1 April 2021	Amount deposited in Specified Fund of Schedule VII of the Act within 6 months	Amount required to be spent during the year	Amount spent during the year	Balance unspent as at 31 March 2022
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	-	-	0.51	1.48	-

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

E. Details of excess CSR expenditure

Details of excess CSR expenditure
Nature of Activity	Balance excess as at 1 April 2022	Amount required to be spent during theyear	Amount spent during theyear	Balance excess as at 31 March 2023
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	0.97	0.86	-	0.11

F. Contribution to Related Parties/ CSR Expenditure incurred with Related Parties- Not Applicable

48 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

49 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

The outstanding dues to small and medium enterprises as defined under MSMED Act, 2006 are as under

According to information available with the Management, on the basis of intimation received from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'), the Company has amounts due to Micro, Small and Medium Enterprises under the said Act as follows

Particulars	31 March 2023	31 March 2022
Principal (e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise,for thepurpose of disallowance of a deductible expenditure under section 23 of the MSMED Act. (a) (i) Amount remaining unpaid to any supplier at the end of each accounting year: Interest Total (b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the payment made to the (c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act. (d) The amount of interest accrued and remaining unpaid at the end of each accounting year.	- 0.17 -	- -
	0.17	-
	- - - -	- - - -

• 50 Details of Benami Property held

There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

51 Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

52 Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximize the shareholder value and to ensure the Company's ability to continue as a going concern.

The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt mainly comprises of current liabilities which represents - Packing Credit. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

53			31 March 2023	31 March 2022
	Total equity excluding revaluation reserve Total debt Less: Fixed deposits liened (refer note 12) Less: Cash and cash equivalents (refer note 11) Total net debt Overall financing Gearingratio	(i) (ii) (iii) = (i) + (ii) (ii)/ (iii)	280.44 160.75 42.27 61.42	224.38 157.92 50.49 5.29
			57.06 337.50 0.17	102.13 326.51 0.31
	Contingent Liability and commitments Contingent liabilities(to the extent notprovided for) No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and 31 March 20		22.
			31 March 2023	31 March 2022
	Bank Guarantees		1.01	1.01

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Notes forming part of the Standalone Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

54 Segment reporting

• (a) The Company is engaged in only one segment viz ‘Manufacturing of home textiles’ such as bathmat, rugs, throws, curtains, etc., there is no separate reportable segment as per Ind AS 108 ‘Operating Segments’. Presently, the Company’s operations are predominantly confined in India.

• (b) Geographical Information

The revenues from operation have been allocated to countries based on location of the customers as shown below:

(b) Geographical Information The revenues from operation have been allocated to countries based on location of the customers as shown below:
	31 March 2023	31 March 2022
(a) Within India (including rebate/drawback of Taxes and Duties) (b) Outside India United States of America (USA) United Kingdom Europe Rest of the world	68.93 344.15 70.62 33.07 31.15	62.92 307.76 101.71 25.97 6.65
(c ) Information about major customers The followingtablegives details in respect ofpercentage of revenuegenerated(sale ofproducts)from the topten customers.
Particulars	31 March 2023	31 March 2022
	%	%
Revenue from top10 Customers	71%	63%

• 55 The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.

56 Events after the reporting period

There are no significant subsequent events between the year ended 31 March 2023 and signing of financial statements as on 23 May 2023 which have material impact on the financials of the Company.

57 Approval of financial statements

The financial statements were approved for issue by the board of directors on 23 May 2023.

• 58 Previous year figures have been regrouped/ reclassified to conform presentation as per Ind AS as required by Schedule III of the Act. As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors of Chartered Accountants Faze Three Limited ICAI Firm Registration No.:105047W CIN: L99999DN1985PLC000197

For M S K A & Associates

Amrish Vaidya Partner Membership No: 101739 Place : Mumbai Date : 23 May 2023

Ajay Anand Managing Director DIN: 00373248

Sanjay Anand Whole-time Director DIN: 01367853

Ankit Madhwani Chief Financial Officer

Samruddhi Varadkar

Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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INDEPENDENT AUDITOR’S REPORT

To the Members of Faze Three Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Faze Three Limited (hereinafter referred to as the “Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2023, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on consideration of report of other auditor on separate financial statements and on the other financial information of subsidiaries, ,the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”)and other accounting principles generally accepted in India, of their consolidated state of affairs of the Group as at March 31, 2023, of consolidated profit and other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by Institute of Chartered Accountant of India (“ICAI”), and the relevant provisions of the Act and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained and on consideration of audit report of other auditor referred to in paragraph (a) of the “Other Matters” section below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended March 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the Director’s report, Management Discussion and Analysis Report, and Corporate Governance Report but does not include the consolidated financial statements and our auditor’s report thereon.

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Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing (“SAs”) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Consolidated Financial Statements.

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Other Matters

• a. We did not audit the financial statements of a subsidiary, whose financial statements reflect total assets of Rs. 6.94 Crores as at March 31, 2023, total revenues of Rs. 2.61 Crores and net cash flows amounting to Rs. 0.01 Crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is based solely on the reports of the other auditor.

• b. We did not audit the financial information of a subsidiary whose financial information reflect total assets of Rs.10.85 Crores as at March 31, 2023, total revenues of Rs.14.92 Crores and net cash flows amounting to Rs. (0.23) Crores for the year ended on that date, as considered in the consolidated financial statements. This financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, this financial information is not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

2. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

3. b.

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors including daily back-up of books of account and other books and papers maintained in electronic mode. However, the servers for the back-up of books of account and other books and papers of the Holding Company/Group located in India maintained in electronic mode are physically located outside India.

• c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the

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relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

• d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act.

• e. On the basis of the written representations received from the directors of the Holding Company as on March 31, 2023 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company, incorporated in India, none of the directors of the Group companies incorporated in India are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

• f. With respect to the adequacy of internal financial controls with reference to consolidated financial statements of the Holding company and its subsidiary, incorporated in India and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

• g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• i. There were no pending litigations which would impact the consolidated financial position of the Group.

• ii. The Group, did not have any material foreseeable losses on long-term contracts including derivative contracts.

• iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary company incorporated in India.

(iv)

• (1) The respective Managements of the Holding Company and its subsidiary, which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditor of such subsidiary that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiary to or in any other person(s) or entity(ies), including foreign entities with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that such parties shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary, (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (2) The respective Managements of the Holding Company and its subsidiary, which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditor of such subsidiary that, to the best of their knowledge and belief, no funds have been received by the Holding Company or any of such subsidiary from any person(s) or entity(ies), including foreign entities with the understanding, whether recorded in writing or otherwise, as on the

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date of this audit report, that the Holding Company or any of such subsidiary, shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (3) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us and that performed by the auditor of the subsidiary, which are companies incorporated in India whose financial statements have been audited under the Act, and according to the information and explanations provided to us by the Management of the Holding company in this regard nothing has come to our or other auditor’s notice that has caused us or the other auditor to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

• (v) On the basis of our verification and on consideration of the reports of the statutory auditors of subsidiary, that are Indian companies under the Act, interim dividend declared and paid by the Holding Company during the year and until the date of this audit report is in accordance with section 123 of the Companies Act 2013.

• (vi) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company, and its subsidiary company incorporated in India only w.e.f. April 1, 2023, reporting under this clause is not applicable.

• In our opinion, according to information, explanations given to us, the remuneration paid by the Group, to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

• According to the information and explanations given to us and based on the CARO reports issued by us for the Holding Company and on consideration of CARO reports issued by the statutory auditor of subsidiary included in the consolidated financial statements of the Group to which reporting under CARO is applicable, we report that there are no Qualifications/adverse remarks.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No.101739 UDIN: 23101739BGXTVB4310 Place: Mumbai Date: May 23, 2023

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ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF FAZE THREE LIMITED

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entity included in the consolidated financial statements, which have been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No.101739 UDIN : 23101739BGXTVB4310

Place: Mumbai Date: May 23, 2023

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ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF FAZE THREE LIMITED

[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the Members of Faze Three Limited on the consolidated Financial Statements for the year ended March 31, 2023]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2023, we have audited the internal financial controls reference to consolidated financial statements of Faze Three Limited(hereinafter referred to as “the Holding Company”) and its subsidiary company (the Holding Company and its subsidiary together referred to as “the Group”), which are companies incorporated in India, as of that date.

In our opinion, and to the best of our information and according to the explanations given to us, the Holding Company and its subsidiary company have, in all material respects, an adequate internal financial controls with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2023, based on the internal financial controls with reference to consolidated financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“the ICAI”).

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiary company, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to consolidated financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements of the Holding company and its subsidiary company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note

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require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiary company which are companies incorporated in India.

Meaning of Internal Financial Controls With Reference to Consolidated Financial Statements

A company's internal financial control with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls With Reference to Consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial control with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements insofar as it relates to one subsidiary company, which is a company incorporated in India, is based on the corresponding reports of the auditor of such company incorporated in India.

For M S K A & Associates Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/-

Amrish Vaidya Partner Membership No.101739 UDIN: 23101739BGXTVB4310

Place: Mumbai Date: May 23, 2023

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Consolidated Balance Sheet as at 31 March 2023		(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
		As at		As at
	Notes	31 March	2023	31 March 2022
ASSETS
Non-current assets
Property, plant and equipment	3 (a)		204.34	152.98
Right-of-use Assets	3 (b)		11.69	7.81
Capital work-in-progress	4		4.04	3.95
Intangible Assets	5		0.05	0.02
Financial assets
Investments	6		0.21	0.21
Other financial assets	7		2.00	1.73
Other non-current assets	8		6.33	13.60
Total non-current assets			228.66	180.30
Current assets
Inventories	9		80.46	115.07
Financial assets
Investments	6		12.13	10.21
Trade receivables	10		96.27	81.83
Cash and cash equivalents	11		61.84	5.93
Bank balances other than cash and cash equivalent	12		42.31	50.51
Other financial assets	13		8.27	24.04
Current tax assets (net)	14		0.05	0.07
Other current assets	15		16.00	19.64
Total current assets			317.33	307.30
Total assets			545.99	487.60
EQUITY AND LIABILITIES
Equity
Equity share capital	16		24.32	24.32
Other equity	17		310.29	253.98
Total equity			334.61	278.30
Liabilities
Non-current liabilities
Financial liabilities
Borrowings	18		-	0.27
Lease Liabilities	36		10.93	7.69
Other financial liabilities	19		0.26	0.14
Provisions	20		1.90	1.58
Deferred tax liability (net)	33		4.63	3.33
Total non-current liabilities			17.72	13.01
Current liabilities
Financial liabilities
Borrowings	21		160.75	157.64
Lease Liabilities	36		2.34	1.32
Trade payables	22
(a) Total outstanding dues of micro enterprises and small enterprises			0.17	-
(b) Total outstanding dues of creditors other than micro enterprises
and small enterprises			15.68	21.65
Other financial liabilities	19		11.25	10.69
Other current liabilities	23		0.84	2.77
Provisions	20		2.48	2.22
Current tax liabilities (net)	24		0.15	-
Total current liabilities			193.66	196.29
Total liabilities			211.38	209.30
Total equity and liabilities			545.99	487.60
See accompanying notes to the financial statements	1-59

See accompanying notes to the financial statements

The accompanying notes are an integral part of the financial statements.

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

Amrish Vaidya Partner Membership No: 101739

Place : Mumbai Date : 23 May 2023

For and on behalf of the Board of Directors of Faze Three Limited CIN: L99999DN1985PLC000197

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853 Ankit Madhwani Samruddhi Varadkar Chief Financial Officer Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Consolidated Statement of Profit and Loss for the year ended 31 March 2023	(Amount in	crores, unless otherwise	stated)
		Year ended	Year ended
	Notes	31 March 2023	31 March 2022
Income
Revenue from operations	25	558.18	504.46
Other income	26	5.58	6.98
Total income		563.76	511.44
Expenses
Cost of material consumed	27	215.84	247.42
Changes in inventories of finished goods and work-in-progress	28	26.64	(28.63)
Employee benefits expense	29	69.23	65.19
Finance costs	30	7.84	4.99
Depreciation and amortization expense	31	14.47	10.19
Other expenses	32	152.12	140.88
Total expenses		486.14	440.04
Profit before tax		77.62	71.40
Tax expense
Current tax	33	17.96	20.26
Deferred tax	33	1.36	0.06
Total income tax expense		19.32	20.32
Profit for the year		58.30	51.08
Other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in subsequent periods
(a) Re-measurement on net defined benefit plans		(0.22)	(0.36)
(b) Revaluation of land		-	1.50
(c) Income tax effect on the above		0.06	0.09
Other comprehensive income to be reclassified to profit or loss in subsequent periods
(a) Exchange difference on translation of a foreign operation		(0.47)	(0.28)
(b) Income tax effect on the above		-	0.05
Total other comprehensive income for the year		(0.63)	1.00
Total comprehensive income for the year		57.67	52.08
Earnings per share
Basic (Rs./ Share)	34	23.97	21.00
Diluted (Rs./ Share)	34	23.97	21.00
See accompanying notes to the financial statements	1-59

The accompanying notes are an integral part of the financial statements.

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of Faze Three Limited

CIN: L99999DN1985PLC000197

Amrish Vaidya

Ajay Anand Managing Director DIN: 00373248

Sanjay Anand

Whole-time Director DIN: 01367853

Partner Membership No: 101739

Place : Mumbai Date : 23 May 2023

Ankit Madhwani Chief Financial Officer

Samruddhi Varadkar Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Consolidated Statement of changes in equity for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

**(A) **	Equity share capital	31 March	2023
	Particulars	No. of shares	Amount
	Equity shares of Rs.10 each issued, subscribed and fully paid
	Balance as at 01 April 2022	2,43,19,000	24.32
	Changes in equityshare capital duringtheyear	-	-
	Balance as at 31 March 2023	2,43,19,000	24.32
		31 March	2022
	Particulars	No. of shares	Amount
	Equity shares of Rs. 10 each issued, subscribed and fully paid
	Balance as at 01 April 2021	2,43,19,000	24.32
	Changes in equityshare capital duringtheyear	-	-
	Balance as at 31 March 2022	2,43,19,000	24.32

• (B) Other equity

Other equity
Particulars	Reserves and surplus					Items of other comprehensive income		Total
	Capital Reserve	Revaluation Reserve	Securities premium	General reserve	Retained earnings	Foreign Currency Translation Reserve	Re-measurement losses on defined benefit plans
Balance as at 1 April 2022 Profit for the year Transferred to retained earnings Dividend distributed during the year Other comprehensive income Tax impact on other comprehensive income/(loss)	5.73 - - - - -	56.37 -	24.44 - - - - -	93.15 - -	75.86	(0.28)	(1.28)	253.98 58.30
					58.30 -	- -	- -
		(0.14)						(0.14)
		-		(1.22)	-	-	-	(1.22)
		- -		- -	- -	-0.47 -	(0.22)	(0.69)
							0.06	0.06
Balance as at 31 March 2023	5.73	56.23	24.44	91.93	134.16	(0.75)	(1.44)	310.29
Particulars	Reserves and surplus					Items of Other Comprehensive Income		Total
	Capital Reserve	Revaluation Reserve	Securities premium	General reserve	Retained earnings	Foreign Currency Translation Reserve	Re-measurement losses on defined benefit plans
Balance as at 1 April 2021 Profit for the year Transfer to retained earnings Other comprehensive income Tax impact on other comprehensive income/(loss)	5.73 - - - -	55.02 -	24.44 - - - -	93.15 - - - -	24.52	(0.05)	(1.01)	201.81 51.34
					51.34 -	- -	- -
		(0.15)						(0.15)
		1.50 -			-	(0.28)	(0.36)	0.86
					-	0.05	0.09	0.14
Balance as at 31 March 2022	5.73	56.37	24.44	93.15	75.86	(0.28)	(1.28)	253.98

See accompanying notes to the financial statements 1-59

The accompanying notes are an integral part of the financial statements.

As per our report of even date For M S K A & Associates Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of Faze Three Limited

CIN: L99999DN1985PLC000197

Amrish Vaidya Partner Membership No: 101739

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853

Place : Mumbai Date : 23 May 2023

Ankit Madhwani Samruddhi Varadkar Chief Financial Officer Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Statement of Consolidated Cash Flow for the year ended 31 March, 2023	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Year ended	Year ended
Particulars	31 March,	31 March,
	2023	2022
Cash flow from operating activities
Profit before tax	77.62	71.40
Adjustments for:
Depreciation and amortization expenses	14.47	10.19
Finance cost	7.49	3.95
Fair valuation adjustments of investments	(1.44)	-
Loss on sale of Property, plant and equipment	0.07	-
Interest income	(3.00)	(2.31)
Unrealised foreign exchange gain/ (loss) (net)	0.39	-
Operating profit before working capital changes	95.60	83.23
Changes in working capital
(Decrease)/Increase in trade payables	(9.41)	8.79
Decrease/(Increase) in inventories	34.70	(48.42)
Increase in trade receivables	(8.61)	(9.45)
(Decrease)/Increase in other current liabilities	(1.95)	1.91
(Decrease)/Increase in other financial liabilities	(0.28)	0.48
Decrease/(Increase) in financial assets	13.90	(0.47)
Increase in employee benefit obligation	0.37	0.19
Decrease/(Increase) in other non-current assets	0.64	(10.89)
Decrease/(Increase) in other current assets	3.13	(18.58)
Cash generated from operations	128.09	6.79
Income tax paid (net of refund)	(18.08)	(13.32)
Net cash generated from / (used in) operating activities (A)	110.01	(6.53)
Cash flow from Investing activities
Purchase of property, plant and equipment	(54.69)	(32.64)
Proceeds from sale of property, plant and equipment	0.07	0.12
Investment in quoted investment	(0.48)	(10.11)
Loans given to subsidiary	-	-
Investment in unquoted investment	-	-
Interest received	3.06	2.30
Investment in fixed deposits (original maturity less than 3 months) (net)	8.21	(10.49)
Net cash used in investing activities (B)	(43.83)	(50.82)
Cash flow from Financing activities
Payment of interim dividend	(1.21)	-
Proceeds from borrowings (net)	2.83	66.28
Repayment of Lease Liabilities	(3.34)	(1.49)
Interest paid	(4.32)	(3.95)
Net cash generated from / (used in) financing activities (C)	(6.04)	60.84
Net increase in cash and cash equivalents (A+B+C)	60.14	3.49
Cash and cash equivalents at the beginning of the year	2.20	2.44
Effect of exchange rate changes on cash and cash equivalents	(0.50)	-
Cash and cash equivalents at the end of the year (refer note 11)	61.84	5.93
Cash and cash equivalents comprise
Balances with banks
In current accounts	5.45	2.76
Fixed deposits with original maturity of less than three months	42.98	-
Bank balance on EEFC account	13.37	3.11
Cash on hand	0.04	0.06
Total cash and cash equivalents at end of the year	61.84	5.93
Summary of significant accounting policies	2
The accompanying notes are an integral part of the financial statements.
As per our report of even date
ForM S K A & Associates	For and on behalf of the Board of Directors of
Chartered Accountants	Faze Three Limited
ICAI Firm Registration No.:105047W	CIN: L99999DN1985PLC000197

Amrish Vaidya

Partner Membership No: 101739

Place : Mumbai Date : 23 May 2023

Ajay Anand Sanjay Anand Managing Director Whole-time Director DIN: 00373248 DIN: 01367853

Ankit Madhwani

Samruddhi Varadkar

Chief Financial Officer

Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

1. General Information

Faze Three Limited (the "Company") and its subsidiaries (collectively, the Group), are engaged in manufacturing and exports of home textiles products items viz. bathmats, rugs, blankets, throws, cushions, patio mats etc. It has seven manufacturing locations across Gujarat, Union territories (UT) of (Dadra and Nagar Haveli and Daman and Diu) DNHDD, Haryana and Maharashtra in India. The Company is a direct exporter to top retail store chains in USA, UK and Europe. The Company is a public listed company incorporated and domiciled in India and has its registered office in Dapada, Silvassa, UT of DNHDD. The Company's equity shares are listed on the Bombay Stock Exchange and National Stock Exchange.

2. Significant accounting policies

(A) Statement of Compliance

These consolidated Ind AS financial statements have been prepared in compliance with Indian Accounting Standards (the ‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (the ‘Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The accounting policies are applied consistently to all the periods presented in the financial statements.

All assets and liabilities have been classified as current or non-current as per the Group's normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current or noncurrent classification of assets and liabilities .

(B) Basis of presentation

The Balance sheet and the Statement of profit and loss are prepared and presented in the format prescribed in the Division II of Schedule III to the Act. The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7, Statement of Cash Flows. The disclosure requirements with respect to items in the Balance sheet and Statement of profit and loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

The consolidated financial statements for the year ended March 31, 2023 were approved for issue in accordance with the resolution of the Board of Directors on May 23, 2023.

(C) Basis of measurement

The consolidated financial statements have been prepared on a historical cost convention on accrual basis , except for the following assets and liabilities which have been measured at fair value or revalued amount:

• Land classified under property, plant and equipment at Fair value

• Derivative financial instruments,

• Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.

A historical cost is a measure of value used in accounting in which the value of an asset on the balance sheet is recorded at its original cost when acquired by the Group.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

Fair Value Measurement :- Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

• The principal or the most advantageous market must be accessible by the entity.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Entity uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

(D) Use of estimates

The preparation of the consolidated financial statements requires management to exercise judgment and to make estimates and assumptions. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affect only that period, or in the period of the revision and future periods if the revision affects both current and future period. The areas involving critical estimates or judgements are:

Useful life of property, plant and equipment:

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the statement of profit and loss. The useful lives of the Group’s assets are determined by management at the time the asset is acquired and reviewed at least annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

Defined benefit obligations

The cost of defined benefit gratuity plans is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.

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Recognition of Deferred Tax Assets

Deferred tax assets are recognised for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilised business loss and depreciation carryforwards and tax credits. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilised

Contingent liabilities

A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation in respect of which a reliable estimate can be made.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed in the notes.

(E) Basis of Consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has :

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee, and

• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Group’s voting rights and potential voting rights

• The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

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The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent group, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses. Intergroup transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated balance sheet, consolidated statement of profit and loss, consolidated statement of changes in equity and balance sheet respectively.

2.2 Property, plant and equipment

Property, plant and equipment are stated at original cost inclusive of incidental expenses related to acquisition net of tax / duty credit availed, net of accumulated depreciation and accumulated impairment losses, if any. Cost includes financing cost relating to borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are ready for use. Subsequent expenditures are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairs and maintenance are charged to the statement of profit and loss during the reporting period in which they are incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for provisions are met.

Freehold Land and Leasehold land are carried at fair value based on periodic valuation by the external independent valuers. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value. An annual transfer from the revaluation surplus to retained earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. Additionally, accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation surplus relating to the particular asset being sold is transferred directly to retained earnings. Increase in the carrying amounts arising on revaluation of

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freehold and leasehold land are recognised, net of tax, in other comprehensive income and accumulated in reserves in shareholders equity.

Property, plant and equipment not ready for their intended use as on the balance sheet date are disclosed as “Capital work-in-progress”. Such items are classified to the appropriate category of property, plant and equipment when completed and ready for their intended use. Advances given towards acquisition / construction of property, plant and equipment outstanding at each balance sheet date are disclosed as Capital Advances under “Other non-current assets”.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of the profit and loss when the asset is derecognised.

Depreciation methods, estimated useful lives

The Group depreciates property, plant and equipment using the straight line method over their estimated useful lives of assets which are determined based on technical parameters / assessment.

Useful life of property, plant and equipment:

The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This re-assessment may result in change in depreciation and amortisation expense in future periods. The estimated useful lives of assets are as follows:

	Property, plant and equipment		Useful Lives
	Leasehold land		Leaseperiod
	Building		10-15years
	Plant & Machinery		2-15years
	Furniture and Fixtures		2-10years
	Office Equipment		2-8years
	Electrical Installations		2-20years
	Fire Hydrant Systems		15years
	Vehicles		8-10years
	Computers		2-5years

Individual assets costing up to ` Five thousand are depreciated in full in the year of purchase.

The Group has adopted a policy to transfer from revaluation reserve to profit or loss, an amount equivalent to depreciation on account of gain in revaluation reserve recognised earlier, at every period end.

Based on technical assessment made by technical expert and management estimate, depreciates certain items of building, plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit and loss.

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The residual value of Property, plant and Equipment are within the limit specified in Schedule II (Part C) of Companies act 2013. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.3 Intangible Asset

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Intangible assets purchased are measured at cost as at the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

Intangible assets consist of software licences. The estimated useful life of asset is as follows:

	Intangible assets		Useful Lives
	Software licences		6 Years

Intangible assets are amortised on a straight-line basis over the period of its economic useful life. Intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.

2.4 Impairment of Non Financial Assets

The Group assesses at each year end whether there is any objective evidence that a non financial asset or a group of non financial assets is impaired. If any such indication exists, the Group estimates the asset's recoverable amount and the amount of impairment loss.

An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount. Losses are recognized in Statement of Profit and Loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through Statement of Profit and Loss.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash in flows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

2.5 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

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2.6 Foreign currency transactions

Functional and presentation currency

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Indian National Rupee (INR), which is the Group’s functional and presentation currency.

Transactions and balances

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date are recognised as income or expense in the period in which they arise in the Statement of Profit and Loss.

All monetary assets and liabilities in foreign currencies are restated at the year end at the exchange rate prevailing at the year end and the exchange differences are recognised in the Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

Group Companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of that balance sheet

• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

•All resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.7 Revenue recognition

A] Sale of goods

Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer, generally on delivery of the goods and there are no unfulfilled obligations.

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The Group considers, whether there are other promises in the contract in which there are separate performance obligations, to which a portion of the transaction price needs to be allocated.

In determining the transaction price for the sale of goods, the Group considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer (if any).

B] Rendering of services:

Revenues from services are recognised as and when services are rendered and on the basis of contractual terms with the parties. The performance obligation in respect of professional services is satisfied over a period of time and acceptance of the customer.

C] Rebate / Drawback of Taxes and Duties

Revenue from export benefits arising from duty drawback scheme, merchandise export incentive scheme, Rebate of State and Central Taxes and Levies and Remission of Duties or Taxes on Export Products Scheme are recognised on export of goods in accordance with their respective underlying scheme at fair value of consideration received or receivable.

D] Other Income

Interest income:

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in the other income in the statement of profit and loss. Other Incomes are recognised on accrual basis except financial instruments measured at amortised cost which are recognised using the effective interest rate (EIR).

Dividend income is recorded when the right to receive payment is established.

Rental income:

Lease agreements where the risks and rewards incident to the ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals are recognised on straight line basis as per the terms of the agreements in the statement of profit and loss.

E] Contract Balances

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. A receivables represents the Group's right to an amount of consideration that is unconditional.

Contract Liability

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.

Trade Receivable

A trade receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

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2.8 Taxes

Tax expense comprises current income tax and deferred income tax and includes any adjustments related to past periods in current and / or deferred tax adjustments that may become necessary due to certain developments or reviews during the relevant period. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

(A) Current tax

Current income tax is measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside the statement of profit and loss is recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

(B) Deferred tax

Deferred income tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in financial statements. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income, in which case, the current and deferred tax are also recognised in other comprehensive income.

(C) Minimum Alternate Tax (MAT)

Minimum Alternate Tax (‘MAT’) credit entitlement is recognized as a deferred tax asset if it is probable that MAT credit will reverse in the foreseeable future and taxable profit will be available against which the deferred tax asset can be utilised.

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2.9 Leases

The Group as a Lessee :

The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

a) Right-of-use asset (ROU):

The Group recognizes a right-of-use asset (“ROU”) and a lease liability at the lease commencement date (i.e the date the underlying asset is available for use). The ROU is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.

The ROU Asset is subsequently depreciated using the straight-line method over the shorter of the lease term and the estimated useful life of the asset from the commencement date to the end of the lease term.

b) Lease Liabilities

At the commencement date of the lease, the entity recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the entity and payments of penalties for terminating the lease, if the lease term reflects the entity exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the entity uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

The Group presents ROU Asset separately and lease liabilities in ‘Financial Liabilities’ in the Balance Sheet.

c) Short-term leases and leases of low-value assets

The Group has elected not to recognise ROU Assets and lease liabilities for

• short term leases that have a lease term of 12 months or lower and

• Leases of low value assets with annual lease rental lesser than or equal to Rs.10 lakhs.

The Group recognises the lease payments associated with these leases as an expense over the lease term.

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d) Group as a lessor:

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases

2.10 Inventories

Inventories are valued at the lower of cost and net realisable value.

Cost of raw materials, dyes and chemicals, packaging materials and stores and spare parts comprises cost of purchases on weighted average basis.

Cost of work-in progress and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.

Cost of inventories also include all other costs incurred in bringing the inventories to their present location and condition.

Costs are assigned to individual items of inventory moving weighted average basis. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Slow and non-moving material, obsolesce, defective inventories are duly provided for and valued at actual cost or estimated net realisable value whichever is lower. Materials and supplies held for use in production of inventories are not written down if the finished products in which they will be used are expected to be sold at or above cost.

2.11 Provisions, contingent liabilities and contingent assets

Provisions :- Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities :- Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent Asset :- A contingent asset is a possible asset arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent assets are not recognised till the realisation of the income is virtually

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certain. However, the same are disclosed in the financial statements where an inflow of economic benefit is possible.

2.12 Cash and cash equivalents & bank balances

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and fixed deposits with an original maturity of less than three months, which are subject to an insignificant risk of changes in value.

Bank Balances other than cash and cash equivalents in the balance sheet comprise of unpaid dividend accounts and fixed deposits with an original maturity of more than three months and less than twelve months, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft.

2.13 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(A) Financial assets

• (i) Initial recognition and measurement

At initial recognition, the Group measures a financial assets at its fair value and in the case of financial assets not recorded at fair value through profit or loss at transaction costs that are attributable to the acquisition of the financial asset. Transaction cost of financial assets carried at fair value through profit or loss is expensed in the Statement of Profit or Loss.

• (ii) Classification and subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a) at amortized cost; or

• b) at fair value through other comprehensive income; or

• c) at fair value through profit or loss.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

Debt Instruments: Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments.

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method (EIR).

Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains

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or losses, interest revenue and foreign exchange gains and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized

in OCI is reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.

Equity investments: All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument- by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.

(iii) Impairment of financial assets

In accordance with Ind AS 109, Financial Instruments, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and FVTOCI.

For recognition of impairment loss on financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the year end.

ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payment is more than 30 days past due.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In balance sheet ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Group does not reduce impairment allowance from the gross carrying amount.

(iv) Derecognition of financial assets

A financial asset is derecognized only when

a) the rights to receive cash flows from the financial asset is transferred or

b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

(B) Financial liabilities

• (i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs.

• (ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.

Borrowings at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(iii) Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss as finance costs.

(C) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

2.14 Employee benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are recognized in respect of employees’ services up to the end of the year and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Defined Contribution Plan

Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the Group has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Group does not carry any further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

Employee's State Insurance Scheme: Contribution towards employees' state insurance scheme is made to the regulatory authorities, where the Group has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Group does not carry any further obligations, apart from the contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

Defined benefit plans

Gratuity: The Group provides for gratuity, a defined benefit plan (the 'Gratuity Plan") covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary. The Group's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The estimated future payments which are denominated in a currency other than INR, are discounted using market yields determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

2.15 Current Asset and Current Liability

Current Asset – “An entity shall classify an asset as current when:

(a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;

(b) it holds the asset primarily for the purpose of trading;

(c) it expects to realise the asset within twelve months after the reporting period;

(d) the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. An entity shall classify all other assets as noncurrent.

Current Liability – “An entity shall classify a liability as current when:

(a) it expects to settle the liability in its normal operating cycle;

(b) it holds the liability primarily for the purpose of trading;

(c) the liability is due to be settled within twelve months after the reporting period; or

(d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. An entity shall classify all other liabilities as noncurrent.”

2.16 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Group's earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year. The weighted average number of equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

2.17 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM)(Managing Director) of the Group. The Managing Director is responsible for allocating resources and assessing performance of the operating segments of the Group.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

During the period, the Group was engaged in the business of home textile products, which is the only operating segment as per Ind AS 108.

2.18 Rounding off amounts

All amounts disclosed in consolidated financial statements and notes have been rounded off to the nearest crores as per requirement of Schedule III of the Act, unless otherwise stated.

2.20 Recent Accounting Developments

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1 – Presentation of Financial Statements : The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 – Income Taxes : The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

3 (a) Property, plant and equipment

Property, plant and equipment
	Gross block					Depreciation					Net block
Particulars	As at 1 April 2022	Additions/ Adjustments	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2023	As at 1 April 2022	For the year	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2023	As at 31 March 2023	As at 31 March 2022
Owned assets Leasehold land Freehold land Building Plant and machinery Furniture and fixtures Vehicles Office equipment Computers Electrical installations Fire hydrants	9.21 53.55 43.27 122.28 11.39 5.30 2.71 4.21 9.05 0.21	- - 4.60 36.81 18.06 0.52 0.44 0.77 1.78 0.23	- - - 0.10 - 0.09 - 0.00 0.15 -	- - - - - - - - - -	9.21 53.55 47.87 158.99 29.45 5.72 3.16 4.98 10.68 0.44	0.68 - 22.61 63.44 6.78 3.54 2.00 3.51 5.55 0.08	0.17 - 1.50 6.90 1.58 0.34 0.31 0.36 0.56 0.02	- - - 0.01 - 0.05 - 0.00 0.15 0.00	- - - - - - - - - -	0.85 - 24.11 70.33 8.36 3.83 2.31 3.87 5.96 0.10	8.36 53.55 23.76 88.66 21.09 1.89 0.85 1.11 4.72 0.34	8.53 53.55 20.66 58.84 4.61 1.76 0.71 0.70 3.50 0.12
Total	261.17	63.21	0.34	-	324.04	108.19	11.73	0.21	-	119.71	204.34	152.98
	Gross block					Depreciation					Net block
Particulars	As at 1 April 2021	Additions/ Adjustments	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2022	As at 1 April 2021	For the year	Deductions/ Adjustments	Changes due to Revaluation	As at 31 March 2022	As at 31 March 2022	As at 31 March 2021
Owned assets Leasehold land Freehold land Building Plant and machinery Furniture and fixtures Vehicles Office equipment Computers Electrical installations Fire hydrants	9.21 52.05 41.37 101.42 8.34 4.76 2.43 3.65 7.52 0.16	- - 1.90 21.00 3.05 0.55 0.27 0.56 1.53 0.05	- - - 0.15 - - - - - -	- 1.50 - - - - - - - -	9.21 53.55 43.27 122.28 11.39 5.30 2.71 4.21 9.05 0.21	0.51 - 21.32 58.67 6.13 3.25 1.72 3.23 5.08 0.07	0.17 - 1.29 4.79 0.65 0.29 0.28 0.28 0.47 0.01	- - - 0.03 - - - - - -	- - - - - - - - - -	0.68 - 22.61 63.44 6.78 3.54 2.00 3.51 5.55 0.08	8.53 53.55 20.66 58.84 4.61 1.76 0.71 0.70 3.50 0.12	8.70 52.05 20.05 42.75 2.21 1.51 0.71 0.42 2.44 0.09
Total	230.91	28.92	0.15	1.50	261.17	99.98	8.24	0.03	-	108.19	152.98	130.93

3.1 Property, plant and equipment pledged as security

Refer to Note 21 for information on property, plant and equipment pledged as security by the Group.

3 (b) Right-of-use Assets

Right-of-use Assets
	Gross Carrying Amount				Depreciation				Net Carrying Amount
Particulars	As at 1 April 2022	Additions	Disposals	As at 31 March 2023	As at 1 April 2022	For the year	Disposals	As at 31 March 2023	As at 31 March 2023
Buildings Vehicles	13.17 0.99	6.90 -	1.24 -	18.83 0.99	5.51 0.84	2.78 0.10	1.10 -	7.19 0.94	11.64 0.05
Total	14.16	6.90	1.24	19.82	6.35	2.88	1.10	8.13	11.69
	Gross Carrying Amount				Depreciation				Net Carrying Amount
Particulars	As at 1 April 2021	Additions	Disposals	As at 31 March 2022	As at 1 April 2021	For the year	Disposals	As at 31 March 2022	As at 31 March 2022
Buildings Vehicles	13.17 0.99	- -	- -	13.17 0.99	3.67 0.57	1.84 0.27	- -	5.51 0.84	7.66 0.15
Total	14.16	-	-	14.16	4.24	2.11	-	6.35	7.81

• 4 Capital-Work-in Progress (CWIP)

Capital work-in-progress ageing schedule

31 March 2023	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total	Less than 1 year 1-2 years 2-3 years More than 3 years 4.04 - - - 4.04 Less than 1 year 1-2 years 2-3 years More than 3 years 3.95 - - - 3.95 Amount in CWIP for aperiod of Amount in CWIP for aperiod of Total Total
CWIP	Amount in CWIP for aperiod of				Total
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects inprogress	4.04	-	-	-	4.04
31 March 2022
CWIP	Amount in CWIP for aperiod of				Total
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects inprogress	3.95	-	-	-	3.95
Intangible assets
	Gross block				Depreciation				Net block
Particulars	As at 1 April 2022	Additions/ Adjustments	Deductions/ Adjustments	As at 31 March 2023	As at 1 April 2022	For the year	Deductions/ Adjustments	As at 31 March 2023	As at 31 March 2023	As at 31 March 2022
Intangible Assets Software	0.03	0.03	-	0.06	0.01	0.00	-	0.01	0.05	0.02
	Gross block				Depreciation				Net block
Particulars	As at 1 April 2021	Additions/ Adjustments	Deductions/ Adjustments	As at 31 March 2022	As at 1 April 2021	For the year	Deductions/ Adjustments	As at 31 March 2022	As at 31 March 2022	As at 31 March 2021
Intangible Assets Software	-	0.03	-	0.03	-	0.01	-	0.01	0.02	-

• 5 Intangible assets

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ot 6	es forming part of the Consolidated Financial Statements for theyear ended 31 March 2023 (Amount in crores,unless otherwise stated)	es forming part of the Consolidated Financial Statements for theyear ended 31 March 2023 (Amount in crores,unless otherwise stated)	es forming part of the Consolidated Financial Statements for theyear ended 31 March 2023 (Amount in crores,unless otherwise stated)
	Financial assets- Investments	31 March 2023	31 March 2022
	Non-current Investments Investment in Others (Designated and carried at fair value through profit or loss) Quoted equity shares 14,53,042 (31 March, 2022: 14,53,042) Equity shares ofRs.10 each fully paid-up in V R Woodart Limited Unquoted equity shares 5,000 (31 March, 2022: 5,000) Equity shares ofRs.10 each fully paid-up in Saraswat Co-op Bank Limited 40 (31 March, 2022 : 40) Equity shares ofRs.25 each fully paid-up in Greater Bombay Co-operative Bank Limited *	0.21 0.01 0.00	0.21 0.01 0.00
	Total	0.21	0.21
	Current Investments Investments in Mutual Funds (Designated and carried at fair value through profit or loss) Investments in Nippon Ind ETF Gold Bees (Quoted) (Refer footnote i) Investment in Nippon India Silver ETF Fund(Quoted) (Refer footnote i)	8.49 3.64	7.31 2.90
	Total	12.13	10.21
	Aggregate book value of: Quoted investments Unquoted investments Aggregate market value of: Quoted investments Unquoted investments	12.34 0.01 12.86 0.01	10.42 0.01 10.94 0.01

Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

• Amounts represented by ‘0’ (zero) construes value less than Rs. fifty thousand.

Footnotes:

i. Details of Investments in Mutual Funds (Designated and carried at FVTPL):

7 8	Particulars	Quantity	Quantity	Amount	Amount
		As at 31 March 2023	As at 31 March 2022	As at 31 March 2023	As at 31 March 2022
	Nippon India ETF Gold Bees Nippon India Silver ETF Fund	16,61,500 5,15,500	16,61,500 4,37,000	8.49 3.64	7.31 2.90
	Total	21,77,000	20,98,500	12.13	10.21
	Other financial assets (non-current)			31 March 2023	31 March 2022
	Security deposits Deposit account with banks (Deposits with maturity for more than 12 months from balance sheet date) Other receivable			1.24 0.08 0.68	0.93 0.12 0.68
	Total			2.00	1.73
	Other non-current assets			31 March 2023	31 March 2022
	Capital advance Balance with Government authorities			6.33 -	13.47 0.13
	Total			6.33	13.60

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

9	Inventories (At lower or cost or net realisable value)*	31 March 2023	31 March 2022
	Raw material Work in progress Finished goods Store and spares parts Dyes and chemicals	24.66 30.61 20.29 2.20 2.70	36.40 38.65 35.22 2.22 2.57
	Total	80.46	115.07
	* Hypothecated as charge against short term - borrowings. Refer note 21.

10	Trade receivables	31 March 2023	31 March 2022
	Secured, considered good Unsecured -Consideredgood	- 96.27	- 81.83
	Total	96.27	81.83
	Further classified as: Receivable from related parties (Refer note 37) Receivable from others	0.19 96.08	- 81.83
		96.27	81.83

Ageing of Trade Receivables as on 31 March 2023

Particulars	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts
	Less than 6 months	6 months - 1year	1-2 years years	Total
(i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables –which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant increase in credit risk (vi) Disputed Trade Receivables – credit impaired Less: Allowance for bad and doubtful debts(Disputed + Undisputed)	78.54 - - - - - -	17.73 - - - - - -	- - - - - - -	96.27 - - - - - -
Total	78.54	17.73	-	96.27

Ageing of Trade Receivables as on 31 March 2022

Particulars	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts	Outstanding for following periods from due date of Receipts
	Less than 6 months	6 months - 1year	1-2 years years	Total
(i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables –which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant increase in credit risk (vi) Disputed Trade Receivables – credit impaired Less: Allowance for bad and doubtful debts(Disputed + Undisputed)	81.80 - - - - - -	- - - - - - -	0.03 - - - - - -	81.83 - - - - - -
Total	81.80	-	0.03	81.83

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

11 12 13 14 15	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Cash and cash equivalents	31 March 2023	31 March 2022
	Balances with banks In current accounts In EEFC accounts Fixed deposits with original maturity of less than 3 months Cash on hand	5.45 13.37 42.98 0.04	2.76 3.11 - 0.06
	Total	61.84	5.93
	Bank balances other than cash and cash equivalent	31 March 2023	31 March 2022
	Deposit with maturity for more than 3 months but less than 12 months Unpaid Dividend Accounts	42.27 0.04	50.49 0.02
	Total	42.31	50.51
	Other financial assets (current)	31 March 2023	31 March 2022
	Security deposits Unsecured, considered good (at amortised cost) Interest accrued on fixed deposits Interest receivable from banks (under interest equalisation scheme) Balance with Government authorities Rebate / Drawback of taxes and duties receivable Scrips in hand Unsecured, considered good (at FVTPL) MTMgain on currencyforward contracts	- 0.70 - 6.85 - 0.71	0.21 0.47 1.64 6.89 13.93 0.90
	Total	8.27	24.04
	Current tax assets (net)	31 March 2023	31 March 2022
	Advance income tax(net ofprovisions(31 March 2022 -Rs. 33.51 crores))	0.05	0.07
	Total	0.05	0.07
	Other current assets	31 March 2023	31 March 2022
	Unsecured, considered good Balance with Government authorities GST input credit GST rebate receivable Advance to suppliers Staff advances Prepaid expenses	8.90 3.82 1.67 0.38 1.23	6.38 8.00 3.87 0.52 0.87
	Total	16.00	19.64

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

16 (a)	Equity share capital	Equity share capital	Equity share capital	31 March 2023	31 March 2022
	Authorized 2,60,00,000 (31 March 2022: 2,60,00,000) Equity Shares ofRs. 10/- each Total Issued, subscribed and paid up 2,43,19,000 (31 March 2022: 2,43,19,000) Equity Shares ofRs.10/- each fully paid Total			26.00	26.00
				26.00	26.00
				24.32	24.32
				24.32	24.32
	Total			24.32	24.32
	Reconciliation of equity shares outstanding at the beginning and at the end of theyear	31 March 2023		31 March 2022
	Outstanding at the beginning of the year Add: Issued during the year Outstandingat the end of theyear	Number of shares	Amount	Number of shares	Amount
		2,43,19,000 -	24.32 -	2,43,19,000 -	24.32 -
		2,43,19,000	24.32	2,43,19,000	24.32

(b) Rights, preferences and restrictions attached to shares

Equity Shares: The Group has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in proportion to their shareholding.

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of the shareholder	31 March 2023	31 March 2023	31 March 2022	31 March 2022
	Number of shares	% of holding in the class	Number of shares	% of holding in the class
Ajay Anand Ajay Jindal Instyle Investments Pvt. Ltd. Salim Govani Vishnu Anand Ashish Kacholia	77,30,812 28,12,450 23,94,625 15,91,837 13,89,875 12,71,382	31.79 11.56 9.85 6.55 5.72 5.23	76,66,421 28,12,450 23,94,625 16,91,837 2,68,875 11,33,856	31.52 11.56 9.85 6.96 1.11 4.66

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(d) Details of Shares held by Promoters at the end of the year

Promoter Name		31 March 2023	31 March 2023	31 March 2022	31 March 2022	31 March 2022
	No. of shares	% of total shares	% Change during theyear	No. Of Shares	% of total shares	% Change during the year
Ajay Anand Instyle Investments Private Limited Vishnu Anand Sanjay Anand Ajay Anand (HUF) Rashmi Anand Mamata Finvest Private Limited Rohina Anand AnadryInvestments Private Limited	77,30,812 23,94,625 13,89,875 10,17,420 6,62,500 3,43,990 87,500 20,875 9,500	31.79% 9.85% 5.72% 4.18% 2.72% 1.41% 0.36% 0.09% 0.04%	0.27% - 4.61% - - - - - -	76,66,421 23,94,625 2,68,875 10,17,420 6,62,500 3,43,990 87,500 20,875 9,500	31.52% 9.85% 1.11% 4.18% 2.72% 1.41% 0.36% 0.09% 0.04%	1.79% - 0.42% (0.41)% - - - - -

No class of shares have been issued as bonus shares or for consideration other than cash by the Company during the period of five years immediately preceding the (e) current year end.

• (f) No class of shares have been bought back by the Company during the period of five years immediately preceding the current year end.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

17 A B C D	Other equity
	Particulars	31 March 2023	31 March 2022
	Capital reserve Securities premium General reserve Revaluation reserve Retained earnings Re-measurement losses on defined benefit plans Foreign currencytranslation reserve	5.73 24.44 91.93 56.23 134.16 (1.44) (0.75)	5.73 24.44 93.15 56.37 75.86 (1.28) (0.28)
	Total	310.29	253.98
	Nature and purpose of reserves Capital reserve
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance	5.73 -	5.73 -
		5.73	5.73
	Securitiespremium The capital reserve represents the excess of the identifiable assets and liabilities over the consideration paid/ received o business/investment.	r vice versa in a common control demerger of
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance	24.44 -	24.44 -
		24.44	24.44
	This reserve represents the premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013. General reserve
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Distribution of Interim Dividend Closing balance	93.15 (1.22)	93.15 -
		91.93	93.15
	Revaluation reserve The Company created a general reserve in earlier years pursuant to the provisions of the Companies Act, 1956 wherein certain percentage of profits were required to be transferred to general reserve before declaring dividends. As per the Companies Act 2013, the requirement to transfer profits to general reserve is not mandatory. General reserve is a free reserve available to the entity.
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Transferred to reserves Closing balance	56.37 (0.14)	55.02 1.35
		56.23	56.37
	This reserve represents the cumulative gains and losses arising on the revaluation of leasehold land and freehold land on the balance sheet date measured at fair value through other comprehensive income.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

E F G	Other comprehensive income	(Amount in crores, unless otherwise stated)	(Amount in crores, unless otherwise stated)
	Particulars	31 March 2023	31 March 2022
	Opening balance - Re-measurement gains / (losses) on defined benefit plans (net of taxes) Closing balance	(1.28) (0.16)	(1.01) (0.27)
		(1.44)	(1.28)
	Retained earnings This represents the cumulative gains and losses arising on remeasurement of defined employee benefit plans (net of taxes).
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): Profit during the year Closing balance	75.86 58.30	24.79 51.07
		134.16	75.86
	This reserve represents undistributed accumulated earnings of the entity as on the balance sheet date. Foreign currency translation reserve
	Particulars	31 March 2023	31 March 2022
	Opening balance Add/(Less): transfer to reserves Closing balance	(0.28) (0.47)	(0.05) (0.23)
		(0.75)	(0.28)

Exchange differences related to the translation of the results and net assets of the Group's foreign operations from their functional currency to the Group's presentation currency (that is, INR) are recognised directly in the Other Comprehensive Income and accumulated in foreign currency translation reserve. Exchange difference accumulated in the foreign currency translation reserve are to be reclassified to Profit and Loss on the disposal of the foreign operation.

18 19 20	Non-current borrowings			31 March 2023	31 March 2022
	Secured Vehicle Loan from NBFC			-	0.27
	Total			-	0.27
	Other financial liabilities			31 March 2023	31 March 2022
	(A) Non-current Security deposits Subtotal (A) (B) Current Interest accrued and due Salary & reimbursement payable Expenses payable Dividend payable Capital Creditors Subtotal (B)			0.26	0.14
				0.26	0.14
				0.51 4.93 3.67 0.04 2.10	0.24 4.29 4.67 0.02 1.46
				11.25	10.69
	Total((A) +(B))			11.51	10.83
	Provisions	Non-Current		Current
		31 March 2023	31 March 2022	31 March 2023	31 March 2022
	Provision for employee benefits (refer note 35) Provision forgratuity (funded)	1.90	1.58	2.48	2.22
	Total	1.90	1.58	2.48	2.22

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

21	Short -term borrowings	31 March 2023	31 March 2022
	Secured, from bank (carried at amortised cost) Packing Credit in Rupee Scheme (PCRS) (refer footnote (i)) Packing Credit Foreign Currency (PCFC) (refer footnote (ii)) Current maturities of Vehicle Loan from NBFC	160.55 - 0.20	131.23 26.41 0.00
	Total	160.75	157.64

Terms and conditions of loans

(i) PCRS facility from Bank carry interest rate as per the below mentioned table. Packing Credit in Rupee Scheme (PCRS) is secured by way of hypothecation of Inventories meant for exports and book debts as prime security and collaterally secured by extension of the charge on the Property, plant and equipment of the Company.

The Company has interest rate subvention of 3% on the aforesaid rates for Packing Credit in Rupee Scheme (PCRS).

Name of the Bank	Rate of Interest	Rate of Interest
	2023	2022
Yes Bank Limited	5.40%	6.60%
HDFC Bank Limited	4.20%	6.99%
ICICI Bank Limited	5.10%	6.50%
Standard Chartered Bank	5.20%	7.15%
Federal Bank Limited	5.35%	6.00%
Yes Bank Limited *	4.05%	6.25%
HDFC Bank Limited *	-	5.40%
ICICI Bank Limited *	3.27%	5.75%

• The above mentioned PCRS is secured by way of lien over Fixed Deposits to be excercised at the time of release of funds.

(ii) The Company has obtained PCFC Loans from Yes Bank Limited carry interest rate of 1.50% which are secured by way of hypothecation of Inventories meant for exports and book debts as prime security and collaterally secured by extension of the charge on the Property, plant and equipment of the Company.

(iii) Assets Pledged as Security

The carrying amounts of assets pledged as security for current borrowings are:

22 23 24	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08	Particulars 31 March 2023 31 March 2022 Current assets Inventories 80.46 115.07 Trade receivables 96.27 81.83 Export incentive receivable 6.85 6.89 Scrips in hand - 13.93 GST input credit 8.90 6.38 GST rebate receivable 3.82 8.00 Total Current assetspledged as security 196.30 232.10 Non-Current assets Property, plant and equipment 204.34 152.98 Total Non-Current assetspledged as security 204.34 152.98 Total Assetspledged as security 400.63 385.08
	Tradepayables				31 March 2023	31 March 2022
	Total outstanding dues of micro enterprises and small enterprises (refer note 49) Total outstandingdues of creditors other than micro enterprises and small enterprises				0.17 15.68	- 21.65
	Total				15.85	21.65
	Ageing of Trade Payables as on 31 March 2023
	Particulars	Outstanding for following periods from due date of Payment
		Less than 1year	1-2years	2-3years	More than 3years	Total
	(i) MSME (ii) Disputed dues – MSME (iii) Others (iv)Disputed dues - Others	0.17 - 15.53 -	- - 0.11 -	- - 0.04 -	- - - -	0.17 - 15.68 -
	Total	15.70	0.11	0.04	-	15.85
	Ageing of Trade Payables as on 31 March 2022
	Particulars	Outstanding for following periods from due date of Payment
		Less than 1year	1-2years	2-3years	More than 3years	Total
	(i) MSME (ii) Disputed dues – MSME (iii) Others (iv)Disputed dues - Others	- - 21.51 -	- - 0.11 -	- - 0.03 -	- - - -	- - 21.65 -
	Total	21.51	0.11	0.03	-	21.65
	Other current liabilities				31 March 2023	31 March 2022
	Statutory dues payable Advance from customer				0.78 0.06	0.71 2.06
	Total				0.84	2.77
	Current tax liabilities(net)				31 March 2023	31 March 2022
	Provision for taxation(net of advance tax 31 March 202	3 -Rs.41.44 crore)			0.15	-
	Total				0.15	-

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Revenue from operations	31 March 2023	31 March 2022
Revenue from contracts with customers Sale of manufactured products - Export Sales - Domestic Sales Sale of services - Domestic Sales Other operating revenues - Rebate/Drawback of Taxes and Duties	489.25 14.91 26.80 27.22	441.55 11.93 23.75 27.23
Total	558.18	504.46
Other income	31 March 2023	31 March 2022
Rental income Interest income on financial assets designated at amortised cost - on fixed deposits - on security deposits - on others Other non-operating income -Income from sale of Investments -Fair valuation adjustments of investments -Miscellaneous income -Gain on sale of Property, plant and equipment -Gain on foreign currencyfluctuation	0.58 3.05 0.25 0.25 - 1.44 0.01 - -	0.77 2.20 0.11 - 0.27 - 0.36 0.00 3.27
Total	5.58	6.98
Cost of material consumed	31 March 2023	31 March 2022
Inventories at the beginning of the year Add: Purchases during the year Less: Inventories at the end of theyear	22.69 220.51 27.36	23.41 246.70 22.69
Total	215.84	247.42
Changes in inventories of finishedgoods and work-in-progress	31 March 2023	31 March 2022
Inventories at the beginning of the year -Finished goods -Work-in-progress -Goods-in-transit Less: Inventories at the end of the year -Finished goods -Work-in-progress	38.89 38.65 -	21.83 21.22 5.86
	77.54	48.91
	20.29 30.61	38.89 38.65
	50.90	77.54
Net decrease/ (increase)	26.64	(28.63)
Employee benefits expense	31 March 2023	31 March 2022
Salaries, wages, bonus and other allowances Contribution to Provident Fund and other funds Gratuity expenses (Refer Note 35) Staff welfare expenses	64.61 2.43 0.75 1.44	61.33 2.13 0.63 1.10
Total	69.23	65.19
Finance costs	31 March 2023	31 March 2022
Interest on borrowing Interest Expense on lease liability	6.47 1.37	3.95 1.04
Total	7.84	4.99
Depreciation and amortization expense	31 March 2023	31 March 2022
Depreciation (refer note 3 (a)) Depreciation on Right of Use Assets (refer note 3 (b)) Amortisation Less: transfer to revaluation reserve	11.56 2.88 0.17 (0.14)	8.05 2.11 0.17 (0.14)
Total	14.47	10.19

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

32 33 (A) (B)	Other expenses	31 March 2023	31 March 2022
	Sewing, stitching,weaving & finishing charges Power & fuel Clearing and forwarding expenses Repairs & maintenance: Plant & machinery Building Other manufacturing expenses Rent, rates & taxes Stores and spares consumed Audit fees (refer note i below) Miscellaneous expenses Fair Valuation of License in Hand Fair valuation adjustments of investments Bank charges Corporate Social Responsilbity Expenditure (refer note 47) Security expenses Courier expenses Travelling, vehicle & conveyance expenses Loss on sale of Property, plant and equipment Loss on foreign currency fluctuation Legal & professional fees Insurance charges Selling& distribution expenses	10.39 31.14 29.26 2.77 1.26 30.20 4.24 2.62 0.19 3.53 0.12 - 7.21 - 2.17 2.31 4.26 0.07 1.96 5.62 1.17 11.63	13.12 30.99 22.80 5.49 6.84 30.07 3.21 5.08 0.18 3.54 2.01 0.06 2.75 1.48 1.93 2.12 1.64 - - 4.79 0.84 1.94
	Total	152.12	140.88
	Note i: The followingis the break-upof Auditors remuneration(exclusive of taxes)
		31 March 2023	31 March 2022
	As auditor: Statutory audit fees (including for quaterly limited reviews) Reimbursement of expenses	0.18 0.01	0.17 0.01
	Total	0.19	0.18
	Income Tax
	Income Tax recognised in profit or loss Current tax Deferred tax charge / income Total Income Tax recognised inprofit or loss	31 March 2023	31 March 2022
		17.96 1.36	20.26 0.06
		19.32	20.32
	Income Tax recognised in other comprehensive income Items that will not be reclassified to profit or loss Re-measurement on net defined benefit plans Total Income Tax recognised in other comprehensive income	31 March 2023	31 March 2022
		0.06	0.09
		0.06	0.09

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

otes	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023
	(Amount in crores,unless otherwise stated)
(C)	**Deferred tax assets/ (liabilities) (net): **
	Particulars	Balance as at 1 April 2022	Charge / (Credit) to Profit or Loss	Utilisation of MAT Credit	Balance as at 31 March 2023
	Deferred tax assets Provision for employee benefits Unabsorbed depreciation and business losses carried forward On Temporary Difference on account of leases Other Deferred tax liabilities Fiscal allowances onproperty, plant and equipment	1.24 2.33 0.30 0.01 (7.21)	0.20 (0.51) 0.12 (0.01) (1.10)	- - - - -	1.44 1.82 0.42 - (8.31)
	Total deferred tax assets/ (liabilities), net	(3.33)	(1.30)	-	(4.63)
	Particulars	Balance as at 1 April 2021	Charge / (Credit) to Profit or Loss	Utilisation of MAT Credit	Balance as at 31 March 2022
	Deferred tax assets Provision for employee benefits Unabsorbed depreciation and business losses carried forward On Temporary Difference on account of leases Minimum alternate tax carried forward Other Deferred tax liabilities Fiscal allowances onproperty, plant and equipment	1.22 2.33 0.17 5.36 - (7.07)	(0.02) - (0.13) - (0.01) 0.14	- - - (5.36) - -	1.24 2.33 0.30 - 0.01 - (7.21)
	Total deferred tax assets/ (liabilities), net	2.00	(0.02)	(5.36)	(3.33)
(D) (E)	Capital Tax losses of 31 March 2017:Rs. 9.98 crores are available for offsetting for a maximum period of eight years against future taxable profits of the Company till AY 2025-26
	Reconciliation of tax charge			31 March 2023	31 March 2022
	Profit before tax Statutory Tax Rate Income tax expense at tax rates applicable Tax effects of: - B/f losses and unabsorbed depreciation not recognised as DTA in earlier years - MAT credit available to the Company not recognised as asset in earlier years - Other items			77.62 25.17% 19.54 - - (0.22)	71.40 29.12% 20.79 - - (0.47)
	Income tax expense			19.32	20.32

otes	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023	forming part of the Consolidated Financial Statements for the year ended 31 March 2023
	(Amount in crores,unless otherwise stated)
(C)	**Deferred tax assets/ (liabilities) (net): **
	Particulars	Balance as at 1 April 2022	Charge / (Credit) to Profit or Loss	Utilisation of MAT Credit	Balance as at 31 March 2023
	Deferred tax assets Provision for employee benefits Unabsorbed depreciation and business losses carried forward On Temporary Difference on account of leases Other Deferred tax liabilities Fiscal allowances onproperty, plant and equipment	1.24 2.33 0.30 0.01 (7.21)	0.20 (0.51) 0.12 (0.01) (1.10)	- - - - -	1.44 1.82 0.42 - (8.31)
	Total deferred tax assets/ (liabilities), net	(3.33)	(1.30)	-	(4.63)
	Particulars	Balance as at 1 April 2021	Charge / (Credit) to Profit or Loss	Utilisation of MAT Credit	Balance as at 31 March 2022
	Deferred tax assets Provision for employee benefits Unabsorbed depreciation and business losses carried forward On Temporary Difference on account of leases Minimum alternate tax carried forward Other Deferred tax liabilities Fiscal allowances onproperty, plant and equipment	1.22 2.33 0.17 5.36 - (7.07)	(0.02) - (0.13) - (0.01) 0.14	- - - (5.36) - -	1.24 2.33 0.30 - 0.01 - (7.21)
	Total deferred tax assets/ (liabilities), net	2.00	(0.02)	(5.36)	(3.33)
(D) (E)	Capital Tax losses of 31 March 2017:Rs. 9.98 crores are available for offsetting for a maximum period of eight years against future taxable profits of the Company till AY 2025-26
	Reconciliation of tax charge			31 March 2023	31 March 2022
	Profit before tax Statutory Tax Rate Income tax expense at tax rates applicable Tax effects of: - B/f losses and unabsorbed depreciation not recognised as DTA in earlier years - MAT credit available to the Company not recognised as asset in earlier years - Other items			77.62 25.17% 19.54 - - (0.22)	71.40 29.12% 20.79 - - (0.47)
	Income tax expense			19.32	20.32

(D) Capital Tax losses of 31 March 2017: Rs. 9.98 crores are available for offsetting for a maximum period of eight years against future taxable profits of the Company till AY 2025-26

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

44 Ratios	44 Ratios	44 Ratios	44 Ratios
Sr. No.	Ratio	Unit	Formula	Particulars		March 31, 2023		March 31, 2022		Ratio as on	Ratio as on	Variation	Reason (If variation is
				Numerator	Denominator	Numerator	Denominator	Numerator	Denominator	March 31, 2023	March 31, 2022
(a) (b) (c ) (d) (e ) (f) (g) (h) (i) (j) (k)	Current Ratio Debt-Equity Ratio Debt Service Coverage Ratio Return on Equity Ratio Inventory Turnover Ratio Trade Receivables Turnover Ratio Trade Payables Turnover Ratio Net Capital Turnover Ratio Net Profit Ratio Return on Capital Employed Return on Investment	No. of times No. of times No. of times % No. of times No. of times No. of times No. of times % No. of times %	Current Assets / Current Liabilities	Current Assets= Inventories + Current Investment + Trade Receivable + Cash & Cash Equivalents + Other Current Assets + Contract Assets + Assets held for Sale Debt= long term borrowing + current maturities of long-term borrowings - Fixed deposit with banks (original maturity more than 3 months and upto 12 months Net Operating Income= Net profit after taxes + Non-cash operating expenses + finance cost Net Income= Net Profits after taxes – Preference Dividend Cost of Goods Sold Net Credit Sales Net Credit Purchases Revenue Net Profit EBIT= Earnings before interest and taxes Net Profit	Current Liability= Short term borrowings + Trade Payables + Other financial Liability+ Current tax (Liabilities) + Contract Liabilities+ Provisions + Other Current Liability Equity= Equity + Reserve and Surplus Debt Service = Interest & Lease Payments + Principal Repayments- Fixed deposit with banks (original maturity more than 3 months and upto 12 months Shareholder's Equity (Opening Inventory + Closing Inventory)/2 (Opening Trade Receivables + Closing Trade Receivable)/2 (Opening Trade Payables + Closing Trade Payables)/2 Average Working Capital= Average of Current assets – Current liabilities Net Sales Capital Employed= Total Assets - Current Liability Net Investment= Net Equity	317.28 118.48 80.61 58.30 242.48 530.96 220.51 558.18 58.30 85.46 58.30	191.18 334.61 126.32 334.61 97.77 89.05 18.75 126.10 530.96 334.61 334.61	307.22 107.43 66.26 51.08 218.79 477.23 246.70 504.46 51.08 76.39 51.08	194.98 278.30 112.42 278.30 92.45 79.87 16.98 112.24 477.23 278.30 278.30	1.66 0.35 0.64 0.17 2.48 5.96 11.76 4.43 0.11 0.26 0.17	1.58 0.39 0.59 0.18 2.37 5.98 14.53 4.49 0.11 0.27 0.18	5% -8% 8% -5% 5% 0% -19% -2% 3% -7% -5%	NA NA NA NA NA NA NA NA NA NA NA
			Debt / Equity Net Operating Income / Debt Service
			Profit after tax less pref. Dividend x 100 / Shareholder's Equity
			Cost of Goods Sold / Average Inventory Net Credit Sales / Average Trade Receivables Net Credit Purchases / Average Trade Payables Revenue / Average Working Capital Net Profit / Net Sales EBIT / Capital Employed Net Profit / Net Investment

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

34 Earnings per share

• Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

Profit attributable to equity holders Weighted average number of shares outstanding during the year Basic earnings per share (Rs.) (Equity share of Rs.10 each) Diluted earningsper share (Rs.) (Equityshare of Rs.10 each)	31 March 2023	31 March 2022
	58.30 2,43,19,000 23.97 23.97	51.08 2,43,19,000 21.00 21.00

• 35 Employee benefits

35	Employee benefits
(A)	Defined Contribution Plans	31 March 2023	31 March 2022
	Duringtheyear,the Grouphas recognized the followingamounts in the Statement of Profit and Loss
	Employers’ Contribution to Provident Fund and Employers' State Insurance Corporation (Refer note 29)	2.43	2.13

(B) Defined benefit plans The Group provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable on retirement / termination is the employee’s last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated from the entity. The Group does not fully fund the liability and maintains the funding from time to time based on estimations of expected gratuity payments.

These plans typically expose the Group to the following actuarial risks:

Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Interest risk - A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset. Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

Asset Liability matching risk - The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk. Mortality risk - Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration risk - Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance group's have to follow regulatory guidelines.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31 March 2023 by M/S K. A. Pandit Consultants & Actuaries. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

	projected unit credit method.
		31 March 2023	31 March 2022
	a) Gratuity payable to employees
i)	Actuarial assumptions
	Discount rate (per annum)	7.31%	6.09%
	Rate of increase in Salary (per annum)	4.00%	4.00%
	Attrition rate
	For service 2 years and below	45%	40%
	For service 3 years to 4 years	30%	25%
	For service 5 years and above	10%	15%
		Indian Assured	Indian Assured
	Mortality rate during employment	Lives Mortality	Lives Mortality
		2012-14 (Urban)	2012-14 (Urban)
ii)	Changes in the present value of defined benefit obligation	Employee’sgratuity fund
		31 March 2023	31 March 2022
	Present value of obligation at the beginning of the year	3.85	3.30
	Interest cost	0.23	0.18
	Current service cost	0.52	0.45
	Benefits paid directly by employer	(0.39)	(0.45)
	Actuarial (Gains)/Losses on Obligations - Due to Change in Demographic Assumptions	(0.26)	(0.00)
	Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions	(0.33)	(0.09)
	Actuarial (gain)/ loss- Due to experience	0.81	0.45
	Present value of obligation at the end of the year*	4.44	3.85
	*Included in provision for employee benefits (refer note 20)

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

iv) v) vi) vii) viii) iii)	Remeasurement (gain)/ loss recognized in other comprehensive income Acturial gain/(Loss) on obligation for the period Return on Plan assets excluding amounts included in net interest expense Recognized in other comprehensive income Changes in the fair value of plan assets are, as follows : Opening balance of fair value of plan assets Interest Income Return on plan assets (excluding amount of interest income) Closing balance of fair value of plan assets Assets and liabilities recognized in the Balance Sheet: Present value of unfunded obligation as at the end of the year Fair value of the plan assets at the end of the year Unfunded net (asset) / liability recognized in Balance Sheet Included in provision for employee benefits (Refer note 20) A quantitative sensitivity analysis for significant assumption as at 31 March 2023 and 31 March 2022 is as shown below: Impact on defined benefit obligation Discount rate 1% increase 1% decrease Employee Turnover 1% increase 1% decrease Rate of increase in salary 1% increase 1% decrease Maturity profile of defined benefit obligation Projected Benefits Payable in Future Years From the Date of Reporting 1st Following Year 2nd Following Year 3rd Following Year 4th Following Year 5th Following Year Sum of Years 6 to 10 Sum of 11 and above Expense recognized in the Statement of Profit and Loss Current service cost Interest cost Return on plan assets Total expenses recognized in the Statement Profit and Loss Included in Employee benefits expense (Refer note 29). Acturial Loss ofRs.0.22 crores (31 March 2022 -Rs.0.36) is included in other comprehensive income.	Employee’sgratuity fund	Employee’sgratuity fund
		31 March 2023	31 March 2022
		0.52 0.23 -	0.45 0.18 -
		0.75	0.63
		31 March 2023	31 March 2022
		0.22 (0.00)	0.36 0.00
		0.22	0.36
		31 March 2023	31 March 2022
		0.05 0.00 0.00	0.05 0.00 (0.00)
		0.06	0.05
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		4.44 (0.06)	3.85 (0.05)
		4.38	3.80
		Employee’sgratuity fund
		31 March 2023	31 March 2022
		(0.24) 0.26 0.05 (0.06) 0.26 (0.24)	(0.16) 0.18 0.01 (0.01) 0.18 (0.17)
		Employee's Gratuity Fund
		31 March 2023	31 March 2022
		0.54 0.50 0.53 0.46 0.48 2.05 2.88	0.59 0.53 0.51 0.48 0.41 1.56 1.25

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

36 Leases

a) As Lessee

The Group’s leasing arrangements are in respect of operating leases for buildings (corporate office, factory building etc.) and motor cars. These range between 5-7 years and usually renewable on mutually agreed terms.

(a) The following is the movement in lease liabilities during the year ended 31 March 2023 and 31 March 2022:

Particulars	Category of ROU Asset
	Leasehold Building
Balance as at 1 April 2021 Additions Lease Payments Balance as at 31 March 2022 Additions Lease Payments	10.50 - (1.49) 9.01 6.58 (2.32)
Balance as at 31 March 2023	13.27
(b)The table belowprovides details regardingthe contractual maturities of lease liabilities as at 31 March 2	023 and 31 March 20
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Less than one year 3.66 One to Five years 12.71 More than 5years -	2.15 9.37 -
Total 16.37	11.52
(c)The followingis the break-upof current and non-current lease liabilities as at 31 March 2023 and 31 Mar	ch 2022
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Current lease liability 2.34 Non-Current lease liability 10.93	1.32 7.69
(d)Amounts recognised in Statement of Cash Flows:
Particulars Year Ended 31 March 2023	Year Ended 31 March 2022
Total cash outlow for leases 3.72	1.49

(b) The table below provides details regarding the contractual maturities of lease liabilities as at 31 March 2023 and 31 March 2022 on an undiscounted basis:

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

• 37 Related Party Disclosures:

(A) Names of related parties and description of relationship as identified and certified by the Group: Names of the related parties where control exists Name of related party Relationship V R Woodart Limited Entity in which director has common control Faze Three Autofab Limited Entity in which director has common control Ajay Anand (HUF) Entity in which director has common control Instyle Investments Private Limited Entity in which director has common control Next Interiors Private Limited Entity in which relative of director has common control ARR Bath & Home Private Limited Entity in which relative of director has common control Mamata Finvest Private Limited Wholly Owned Subsidiary of Instyle Investment Private Limited Anadry Investments Private Limited Wholly Owned Subsidiary of Instyle Investment Private Limited

Key Management Personnel (KMP)

In accordance with Ind AS 24 - Related Party Disclosures and the Companies Act, 2013, following personnels areconsidered as KMP. Name of related party Relationship Ajay Anand Managing Director Sanjay Anand Whole-time Director Ankit Madhwani Chief Financial Officer Akram Sati Company Secretary (upto August 31, 2022) Nikhil Daga Company Secretary (from September 15, 2022 upto February 02, 2023) Samruddhi Varadkar Company Secretary (with effect from February 03, 2023) Others Name of related party Relationship Rohina Anand Khira Daughter of Managing Director Ashok Anand Brother of Managing Director Vishnu Anand Son of Managing Director

• (B) Details of transactions with related party in the ordinary course of business for the year ended:

Details of transactions with relatedparty in the ordinary course of business for theyear ended:
Entity in which director has common control Faze Three Autofab Limited Sale of services Purchase of goods Rent income Jobwork expense Reimbursement of Expenses ARR Bath & Home Private Limited Sale of goods Next Interiors Private Limited Sale of goods Reimbursement of Expenses Others Ashok Anand (towards payment of employee benefit) Vishnu Anand (towards payment of employee benefit) Key Management Personnel (KMP) Compensation of key management personnel (Short term employee benefits) Amount due to related party as on Trade Receivable Faze Three Autofab Limited Trade Payable Faze Three Autofab Limited	31 March 2023	31 March 2022
	26.80 3.32 - 0.45 0.46 1.92 0.79 0.17 0.09 0.72 1.87	23.75 0.40 0.24 0.01 0.13 3.35 0.75 0.78 0.09 0.72 1.77
	31 March 2023	31 March 2022
	0.19 -	- 1.93

(C) Terms and conditions of transactions with related parties

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2023, the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

38 Fair value measurement

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if their carrying amount is a reasonable approximation of fair value.

As at 31 March 2023 Financial assets Investments (Non Current) Other financial assets Trade Receivables Investments (Current) Cash & Cash Equivalents Bank balances other than cash and cash equivalent Other financial assets Financial liabilities Borrowings - Non Current Lease Liabilities - Non Current Other financial liabilities - - Non Current Borrowings - Current Lease Liabilities - Current Trade payables Other financial liabilities - Current As at 31 March 2022 Financial assets Investments (Non Current) Other financial assets Trade Receivables Investments (Current) Cash & Cash Equivalents Bank balances other than cash and cash equivalent Other financial assets Financial liabilities Borrowings - Non Current Lease Liabilities - Non Current Other financial liabilities - - Non Current Borrowings - Current Lease Liabilities - Current Trade payables Other financial liabilities - Current	Carrying Amount Fair Value
	FVTPL Amortized Cost Total Level 1 Level 2 Level 3 Total
	0.21 0.01 0.21 - 0.21 - 0.21 - 2.00 2.00 - - - - - 96.27 96.27 - - - - 12.13 - 12.13 12.13 - - 12.13 - 61.84 61.84 - - - - - 42.31 42.31 - - - - - 8.27 8.27 - - - -
	12.34 210.70 223.03 12.13 0.21 - 12.34
	- - - - - - - - 10.93 10.93 - - - - - 0.26 0.26 - - - - - 160.75 160.75 - - - - - 2.34 2.34 - - - - - 15.85 15.85 - - - - - 11.25 11.25 - - - -
	- 201.38 201.38 - - - -
	Fair Value Carrying Amount
	FVTPL Amortized Cost Total Level 1 Level 2 Level 3 Total
	0.21 0.01 0.21 - 0.21 - 0.21 - 1.73 1.73 - - - - - 81.83 81.83 - - - - 10.21 - 10.21 10.21 - - 10.21 - 5.93 5.93 - - - - - 50.51 50.51 - - - - - 24.04 24.04 - - - -
	10.42 164.05 174.46 10.21 0.21 - 10.42
	- 0.27 0.27 - - - - - 7.69 7.69 - - - - - 0.14 0.14 - - - - - 157.64 157.64 - - - - - 1.32 1.32 - - - - - 21.65 21.65 - - - - - 10.69 10.69 - - - -
	- 199.40 199.40 - - - -

Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• •Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• •Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• •Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

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(Amount in crores, unless otherwise stated)

39 Financial risk management objectives and policies

The Group is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Group's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Group does not engage in trading of financial assets for speculative purposes.

(A) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

(i) Interest rate risk

Market risk (i) Interest rate risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.	Market risk (i) Interest rate risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.	Market risk (i) Interest rate risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group exposure to the risk of changes in market interest rates relates primarily to the Group’s short-term debt obligations with floating interest rates. The Groupmanages its interest rate risk byhavinga balancedportfolio of fixed and variable rate loans and borrowings.
	31 March 2023	31 March 2022
Variable rate borrowings	118.48	107.16
Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings, as follows:
	Increase/ decrease in basispoints	Effect on profit before tax (Rs.in Crs)
FY 2023 FY 2022	100 bps 100 bps	1.18 1.07

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group operating activities.

The Group is exposed to foreign currency risk arising mainly on export of finished goods and import of raw material. Foreign currency exposures are managed within approved policy parameters utilising forward contracts.

The carrying amounts of group's foreign currency denominated financial assets and financial liabilities at the end of the reporting period are as follows:

Exposure to currency risk	31 March 2023	31 March 2023	31 March 2022	31 March 2022
	INR	USD/EURO/ GBP	INR	USD/EURO/ GBP
Trade receivables (hedged) Trade receivables (unhedged) Capital Creditors (hedged) Capital Creditors(unhedged)	88.00 - - 0.44	1.07 - - 0.00	60.95 - - 0.81	0.81 - - 0.01
Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate (or any other material currency), with all other variables held constant, of the Group’s profit before tax (due to changes in the fair value of monetary assets and liabilities). The Group realises 90% of its sales in USD, based on the hedging policy followed by the Group in case of normal volatality in USD / INR, the following effect is estimated.

estimated.
	Change in USD rate	Effect on profit before tax
2023 USD / INR 2022 USD/INR	0.50% 0.50%	- -

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(Amount in crores, unless otherwise stated)

• (B) Credit risk Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Group is exposed to credit risk arising from its operating (primarily trade receivables) and investing activities including deposits placed with banks, financial institutions and other corporate deposits. The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. Financial assets are classified into performing, underperforming and non-performing. All financial assets are initially considered performing and evaluated periodically for expected credit loss. A default on a financial asset is when there is a significant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the Group is certain about the non-recovery.

Trade Receivables: The Group has an established credit policy and a credit review mechanism. The Group also covers certain category of its debtors through a credit insurance policy. In such case the insurance provider sets an individual credit limit and also monitors the credit risk. The concentration of credit risk arising from trade receivables is limited due to large customer base. Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behavior and analysis of customer credit risk.

Before accepting new customer, the Group has appropriate level of control procedures to assess the potential customer's credit quality. The credit-worthiness of its customers are reviewed based on their financial position, past experience and other relevant factors. The credit period provided by the Group to its customers generally ranges from 0-60 days. Outstanding customer receivables are reviewed periodically. Provision is made based on expected credit loss method or specific identification method. The credit risk related to the trade receivables is mitigated by taking security deposits / bank guarantee / letter of credit - as and where considered necessary, setting appropriate credit terms and by setting and monitoring internal limits on exposure to individual customers.

Financial instruments and cash deposits: The credit risk from balances / deposits with banks, other financial assets and current investments are managed in accordance with the Group’s approved policy. Investments of surplus funds are made only with approved counterparties and within the limits assigned to each counterparties. The limits are assigned to mitigate the concentration risks. These limits are actively monitored by the Group.

• (C) Liquidity risk

• Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The Group manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Group invests its surplus funds in bank fixed deposit and liquid schemes of mutual funds, which carry no/negligible mark to market risks.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments

	Less than 3 months	3 to 12 months	1 to 5 years	More than 5 years	Total
31 March 2023 Short term borrowings Trade payables Salary & reimbursement payable Lease Liabilities Capital Creditors Expenses payable Interest accrued but not due Dividend payable 31 March 2022 Short term borrowings Long-term borrowings Trade payables Salary & reimbursement payable Lease Liabilities Capital Creditors Expenses payable Interest accrued but not due Dividend payable	126.75 15.31 4.93 0.97 2.10 3.67 0.51 0.04	34.00 0.40 - 2.69 - - - -	- 0.15 - 12.71 - - - -	- - - - - - - -	160.75 15.85 4.93 16.37 2.10 3.67 0.51 0.04
	154.28	37.08	12.86	-	204.22
	90.49 - 19.57 4.29 0.54 1.46 4.67 0.24 0.02	67.15 - 1.95 - 1.61 - - - -	- 0.27 0.13 - 9.37 - - - -	- - - - - - - - -	157.64 0.27 21.65 4.29 11.52 1.46 4.67 0.24 0.02
	121.29	70.71	9.77	-	201.77

40 Reconciliation of quarterly returns or statements of current assets filed with banks or financial institutions The Group has obtained borrowings from bank on basis of security of current assets wherein the quarterly returns/ statements of current assets as filed with bank are in agreement with the books.

41 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, The group does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

42 Registration of charges or satisfaction with Registrar of Companies

The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

43 Compliance with number of layers of companies

The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

45 Utilisation of Borrowed funds

• (i) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

• (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (ii) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

• (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

46 Undisclosed income

The Group does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

47 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a group, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are mainly for environmental sustainability, promotion of education, health care, etc. A CSR committee has been formed by the company as per the Act. The funds are utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

A. B.	Particulars	31 March 2023	31 March 2022
	Gross Amount required to be spent as per Section 135 of the Act Add: Amount Unspent frompreviousyears	0.86 -	0.51 -
	Total Gross amount required to be spent during the year	0.86	0.51
	Amount approved by the Board to be spent during theyear	-	1.48
	Amount spent during theyear on	31 March 2023	31 March 2022
	(i) Construction/acquisition of an asset (ii)Onpurposes other than(i)above -Towards CSR contribution	- -	- 1.48

C.	Details related to amount spent/ unspent	Details related to amount spent/ unspent	Details related to amount spent/ unspent
	Particulars	31 March 2023	31 March 2022
	Contribution to following Trust 1. Sports and adventure Association of Narmada 2. Helping Hands Foundation India 3. Rotary Club of Worli Bombay Trust 4. Shri Jagatbharti Education and Cheritable Trust 5. Jan Jagrati Sevarth Sansthan Accrual towards unspent obligations in relation to: Ongoing projects Other than Ongoing projects	- - - - - - -	0.63 0.00 0.00 0.85 - - -
	TOTAL	-	1.48

• D. Details of CSR expenditure in respect of other than ongoing projects

Nature of Activity	Balance unspent as at 1 April 2022	Amount deposited in Specified Fund of Schedule VII of the Act within 6 months	Amount required to be spent during the year	Amount spent during the year	Balance unspent as at 31 March 2023
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	-	-	0.86	-	-
Nature of Activity	Balance unspent as at 1 April 2021	Amount deposited in Specified Fund of Schedule VII of the Act within 6 months	Amount required to be spent during the year	Amount spent during the year	Balance unspent as at 31 March 2022
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	-	-	0.51	1.48	-

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

• E. Details of excess CSR expenditure

Details of excess CSR expenditure
Nature of Activity	Balance excess as at 1 April 2022	Amount required to be spent during theyear	Amount spent during the year	Balance excess as at 31 March 2023
Contribution for Schedule VII activities through Donation to Charitable Trusts(PromotingEducation)	0.97	0.86	-	0.11

• F. Contribution to Related Parties/ CSR Expenditure incurred with Related Parties- Not Applicable

48 Details of Crypto Currency or Virtual Currency

The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.

49 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

The outstanding dues to small and medium enterprises as defined under MSMED Act, 2006 are as under

According to information available with the Management, on the basis of intimation received from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'), the Group has amounts due to Micro, Small and Medium Enterprises under the said Act as follows

Particulars	31 March 2023	31 March 2022
Principal (a) (i) Amount remaining unpaid to any supplier at the end of each accounting year: Interest Total (b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the payment (c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act. (d) The amount of interest accrued and remaining unpaid at the end of each accounting year. (e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act.	- 0.17 -	- -
	0.17	-
	- - - -	- - - -

50 Details of Benami Property held

There are no proceedings initiated or are pending against the group for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

51 Wilful Defaulter

The Group has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

52 Capital management

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Group’s capital management is to maximize the shareholder value and to ensure the Group's ability to continue as a going concern.

The Group has not distributed any dividend to its shareholders. The Group monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt mainly comprises of current liabilities which represents - Packing Credit. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

		31 March 2023	31 March 2022
Total equity excluding revaluation reserve Total debt Less: Fixed deposits liened (refer note 12) Less: Cash and cash equivalents (refer note 11) Total net debt Overall financing Gearingratio	(i) (ii) (iii) = (i) + (ii) (ii)/ (iii)	278.38 160.75 42.27 61.84	221.93 157.91 50.49 5.93
		56.64 335.02 0.17	101.49 323.42 0.31

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and 31 March 2022.

53 Contingent Liability and commitments Contingent liabilities (to the extent not provided for)

Contingent Liability and commitments Contingent liabilities(to the extent notprovided for)
	31 March 2023	31 March 2022
Bank Guarantees	1.01	1.01

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Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2023

(Amount in crores, unless otherwise stated)

• 54 Segment reporting

• (a) The Group is engaged in only one segment viz ‘Manufacturing of home textiles’ such as bathmat, rugs, throws, curtains, etc., there is no separate reportable segment as per Ind AS 108 ‘Operating Segments’. Presently, the Group’s operations are predominantly confined in India.

• (b) Geographical Information

The revenues from operation have been allocated to countries based on location of the customers as shown below:

(b) Geographical Information The revenues from operation have been allocated to countries based on location of the customers as shown below:
	31 March 2023	31 March 2022
(a) Within India (including rebate/drawback of Taxes and Duties) (b) Outside India United States of America (USA) United Kingdom Europe Rest of the world	68.93 354.41 70.62 33.07 31.15	62.91 307.76 101.71 25.97 6.11
(c ) Information about major customers The followingtablegives details in respect ofpercentage of revenuegenerated(sale ofproducts)from the topten customers.
Particulars	31 March 2023	31 March 2022
	%	%
Revenue from top10 Customers	69%	63%

• 55 The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

• The Group will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.

56 Events after the reporting period

There are no significant subsequent events between the year ended 31 March 2023 and signing of financial statements as on 23 May 2023 which have material impact on the financials of the Group.

57 Approval of financial statements

The financial statements were approved for issue by the board of directors on 23 May 2023.

58 Statutory Group Information

Statutory Group Information
	Net Assets, i.e., total assets minus total liabilities		Share in profit and loss		Share in other Comprehensive income		Share in total Comprehensive income
Name of the entity in the group	As % of consolidated net assets	INR	As % of consolidated profit and loss	INR	As % of consolidated other comprehensive income	INR	As % of consolidated total comprehensive income	INR
Parent
Faze Three Limited Balance as at 31 March 2023 Balance as at 31 March 2022
	100.62%	336.67	98.53%	57.44	25.06%	(0.16)	99.32%	57.28
	100.88%	280.75	99.98%	51.07	123.51%	1.23	100.42%	52.30
Subsidiaries
Indian
Mats and More Private Limited Balance as at 31 March 2023 Balance as at 31 March 2022
	0.03%	0.11	0.02%	0.01	0.00%	-	0.02%	0.01
	0.04%	0.10	-	-	-	-	-	-
Foreign
Faze Three US LLC Balance as at 31 March 2023 Balance as at 31 March 2022
	(0.65)%	(2.17)	1.46 %	0.85	74.94 %	(0.47)	0.66 %	0.38
	(0.92)%	(2.55)	0.02 %	0.01	(23.51)%	(0.23)	(0.42)%	(0.22)
Total
Balance as at 31 March, 2023	100.00%	334.61	100.00%	58.30	100.00%	(0.63)	100.00%	57.67
Balance as at 31 March, 2022	100.00%	278.30	100.00%	51.08	100.00%	1.00	100.00%	52.08

• 59 Previous year figures have been regrouped/ reclassified to conform presentation as per Ind AS as required by Schedule III of the Act.

As per our report of even date

For M S K A & Associates

Chartered Accountants ICAI Firm Registration No.:105047W

For and on behalf of the Board of Directors of Faze Three Limited CIN: L99999DN1985PLC000197

Amrish Vaidya Partner Membership No: 101739 Place : Mumbai Date : 23 May 2023

Ajay Anand Managing Director DIN: 00373248

Ankit Madhwani

Chief Financial Officer

Sanjay Anand Whole-time Director DIN: 01367853

Samruddhi Varadkar Company Secretary M No: A57168 Place : Mumbai Date : 23 May 2023

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FAZE THREE LIMITED | ANNUAL REPORT 2022-23

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Form No. AOC – 1

(Pursuant to First proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/ Joint Ventures

Part "A”: Subsidiaries;

Part "A”: Subsidiaries;
Name of the subsidiary	Faze Three US LLC (Foreign Wholly owned subsidiary)	Mats and More Private Limited (Indian Wholly owned subsidiary)
The date since when the subsidiary was acquired	16thOctober, 2017	11thMarch, 2022
Reporting period for the subsidiary concerned, if different from the holding company's reporting period	1stApril, 2022 – 31stMarch, 2023	1stApril, 2022 – 31stMarch, 2023
Reporting currency and Exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries.	Reporting Currency - US Dollar (USD) Exchange Rate as on 31st March, 2023 - 1 USD = INR 82.2169	Not applicable
	(Amount in INR Crores)	(Amount in INR Crores)
Share Capital	2.43	0.10
Reserves & surplus	(1.79)	0.01
Total assets	10.85	6.94
Total liabilities	10.85	6.94
Investments	-	-
Turnover	14.92	2.61
Profit/ (Loss)before taxation	0.80	0.05
Provision for taxation	0.01	0.04
Profit/ (Loss)after taxation	0.79	0.01
Proposed Dividend	-	-
% of shareholding	100%	100%

Note:

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.

Date: May 23, 2023 Place: Mumbai

For and on behalf of Board of Directors of Faze Three Limited CIN: L99999DN1985PLC000197 Sd/Sd/- Ajay Anand Sanjay Anand Chairman & Managing Director Whole Time Director DIN: 00373248 DIN: 01367853 Sd/Sd/- Ankit Madhwani Samruddhi Varadkar Chief Financial Officer Company Secretary M No. A57168

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