Faze Three Ltd

Key update

• First Supplemental Deed amending the Faze Three Employee Trust executed and registered Aug 19, 2026.
• Amendment follows Nomination and Remuneration Committee meeting outcome dated Aug 11, 2026.
• Purpose is to comply with SEBI SBEB Regulations Regulation 3(3).
• Registration completed with Sub-Registrar, Mumbai City, on Aug 19, 2026.
• Pages with personal and confidential Trustee details have been redacted.
• Disclosure filed to BSE and NSE per SEBI SBEB framework.
• Company Secretary: Akram Sati (M. No. A50020) has signed the document.

Meeting Details

• Aug 26, 2026 — Equitree Capital; one-to-one & group; virtual.
• Aug 26, 2026 — Equinova Investment; one-to-one & group; virtual.

Participants

• Management team to participate in meetings.

Purpose

• Discuss contents of the Investor Presentation; general investor interaction.

Meeting Details

• Aug 26, 2026 — Shanghvi Family Office – Mirasol Enterprises Private Limited; One to One & Group; Virtual
• Aug 26, 2026 — Coheron Wealth Private Limited; One to One & Group; Virtual
• Aug 26, 2026 — Phillip Capital India Pvt Ltd; One to One & Group; Virtual

Participants

• Management team to participate in the meetings.
• Company Secretary and Compliance Officer coordinating arrangements.

Purpose

• Investor interactions based on publicly available information; reference Aug 11, 2026 investor presentation.

Additional Notes

• Investor Presentation issued Aug 11, 2026; available on BSE/NSE.
• Schedule may change due to exigencies.

Meeting Details

• Aug 25, 2026 — Carnelian Asset Management & Advisors; One-to-One & Group; Virtual.
• Aug 25, 2026 — Arihant Capital Markets Ltd.; One-to-One & Group; Virtual.
• Aug 25, 2026 — Emkay Global Financial Services Ltd; One-to-One & Group; Virtual.
• Aug 25, 2026 — Niveshaay Investment Management; One-to-One & Group; Virtual.

Purpose

• Investor interaction; based on publicly available information; refer to Aug 11, 2026 investor presentation.
• Investor Presentation dated Aug 11, 2026 available on BSE/NSE.

Participants

• Company management to participate in meetings.

Overview

• Consolidated BRSR for FY2025-26 covers Faze Three Ltd and its wholly owned Mats and More Ltd.
• Main activity: manufacturing home and technical textile furnishings; exports account for about 91% of turnover.
• Operations include 8 Indian plants, 3 Indian offices, and 1 international office serving 23 markets.
• Report submitted voluntarily; BRRSR available in the Annual Report on fazethree.com.

Key ESG Risks & Opportunities

• Natural resource availability: 3.5 MW rooftop solar; PNG energy; 95% domestic raw materials; renewables boost reliability.
• Geopolitics: FOB exports and domestic sourcing mitigate risks; MMF PLI approval expected FY2026-27; tariff advantages.
• Climate change: diversify fiber base; increase recycled inputs; risk from yarn cost and supply volatility.
• Water management: ZLD at multiple sites; water recycling and harvesting; water scarcity remains a risk.
• Regulatory changes: proactive compliance, training, data mapping; potential cost but innovation opportunities.
• Health & safety: ongoing training and SOPs; LTIFR historically low; no fatalities reported previously.
• Customer focus: dedicated account managers and formal Customer Policy to improve service.
• Social inclusion: policies on gender equality and inclusion; 50% annual growth in disability employment.

Governance & Policy Highlights

• Board oversees BR policies; Senior Management empowered; no dedicated BR committee.
• Policies: Code of Conduct, Insider Trading, Related Party Transactions, Vigil Mechanism/Whistle Blower.
• Anti-bribery policy exists; policy accessible on company website.
• CSR, Environment, Health & Safety, and Human Rights policies form core governance framework.
• No fines/penalties disclosed; no external BR assessments conducted.
• Stakeholders Relationship Committee handles shareholder grievances; Scores platform available for complaints.
• BR training conducted: Board 4 sessions (87.5% coverage); KMP 100% coverage; staff-wide training high.

Social Responsibility & Workforce

• Permanent employees: 899 (828 male, 71 female); workers: 3,961 (3,055 male, 906 female).
• Differently abled: 2 workers; both male.
• Board female representation: 12.5% (1 of 8 directors).
• Health & safety: LTIFR historically low with strong HSE policy and training.
• Employee benefits: 100% PF, gratuity, and ESI coverage for eligible staff.
• Inclusive employment: Gender Equality and Diversity policies; 50% annual disability employment growth target.
• Grievance mechanisms: whistle blower policy and Internal Complaints Committee for POSH; open reporting culture.
• Training coverage: BR training for board/KMP/staff with high participation; 100% staff training on BR topics.

Environmental Performance

• Energy: total energy 3,59,42,73,818 MJ; renewables 83,68,066.80 MJ; non-renewables ~3.58e8 MJ; intensity 0.401 MJ/turnover.
• GHG: Scope 1 29,793 MT CO2e; Scope 2 10,209 MT CO2e; intensity 0.00000446 MT CO2e per turnover.
• Water: withdrawals by source disclosed; total 571,774 kl; ZLD adoption at multiple sites; water reuse efforts.
• Waste: total 72.334 MT; e-waste 0.444 MT; hazardous 14.265 MT; C&D 57.625 MT; recycled 10.22 MT; landfilled 21.84 MT.
• Renewables and efficiency: rooftop solar, PNG/CNG, EVs, LED lighting, and other energy-saving measures.
• Certifications: broad framework of internationally recognised certifications; PAT not applicable; ongoing environmental initiatives.

Stakeholder Engagement & Complaints

• Key stakeholder groups: employees, shareholders, regulatory bodies, investors, vendors, communities.
• Engagement channels: email, meetings, website; frequency: regular/quarterly or as required; topics include growth, learning, compensation.
• Communications with communities ongoing; no material unresolved community complaints reported in FY2025-26.
• Shareholders: SRC handles grievances; Scores portal available for shareholder inputs.
• Value chain partners: 100% major partners engaged; training on BR policies provided; 100% assessed for health and safety.

Other Notable Metrics

• Related party transactions: Purchases from related parties 4.74%; Sales to related parties 6.66%; Loans to related parties 100%.
• Concentration: 13.20% purchases from trading houses; top 10 trading houses account for 39.25%; 153 trading houses total.
• Affiliations: eight trade associations; list includes Cotton Textiles Export Promotion Council and SRTEPC.
• Cybersecurity: Cyber Security Policy in place; no data breaches; no product recalls.
• LCA studies: life-cycle assessment not undertaken; ongoing exploration of carbon footprint measures.

Financial highlights (consolidated)

• Consolidated revenue from operations: ₹923.07 cr (FY2025-26).
• Total consolidated income: ₹932.76 cr.
• EBITDA: ₹92.24 cr.
• Profit after tax: ₹33.57 cr.
• EPS: ₹13.80 (basic/diluted).
• Revenue grew ~33% YoY.
• Dividend for FY2025-26 not declared.
• CARE reaffirmed long-term A, short-term A1 ratings in Sept 2025.
• Invested ~₹300 cr since 2019 for expansion and new capabilities.
• Exports accounted for 90.95% of turnover.
• Top 10 customers contributed ~56% of revenue.
• Subsidiaries: Faze Three US LLC; Mats and More Private Limited.
• Geographic revenue: USA, UK, Europe, RoW; India 42.50 cr.

Market & strategy

• Tariff shocks in Apr 2025 impacted margins; margins subsequently recovered.
• MMF Production Linked Incentive (PLI) scheme; China Plus One tailwinds.
• China Plus One supports India sourcing diversification.
• Mats & More patio mats expansion; target USD 10m revenue in 3-4 years.
• R&D and new product categories; central design team at head office.

Capital structure & liquidity

• Total debt ₹269.96 cr; short-term ₹230.25 cr; long-term ₹39.71 cr.
• Net debt ₹256.80 cr; gearing 0.39x.
• Cash and cash equivalents ₹13.12 cr.
• Credit rating CARE A / A1.
• No dividend declared for FY2025-26.
• Paid-up capital ₹24.32 cr; 2.4319 million shares.
• Subsidiaries: 2 wholly owned.

Governance & risk management

• Mohit Solanki appointed Independent Director; 5-year term from Aug 17, 2026.
• Board committees: Audit; Nomination & Remuneration; Stakeholders Relationship; CSR; Management Committee.
• MGT-15 delay flagged due to CS membership number mismatch; no material impact.
• Internal financial controls deemed adequate; no material weaknesses.
• KMPs: CFO Ankit Madhwani; CS Akram Sati.
• RPTs with Mats & More; Faze Three Autofab; arm's length.

CSR & ESG

• CSR spend for FY25-26: ₹1.32 cr; CSR obligation after set-off ₹1.07 cr.
• Donations to Gurukulam Sanskrit Pathshala; CSR policy on company site.
• 5 MW rooftop solar; PNG; biofuel; Li-ion fleet; LED; rainwater harvesting.
• Certifications: ISO 14001; STeP; GRS; GOTS; BCI; SA8000; Higg FEM.
• Zero liquid discharge where feasible; sustainable packaging initiatives.

Subsidiaries & operations

• Wholly owned subsidiaries: Faze Three US LLC; Mats and More Private Limited.
• Mats & More: revenue ₹36.95 cr; PAT ₹0.08 cr (FY2025-26).
• Faze Three US LLC: revenue USD 10.91 mn; PAT USD 0.61 mn.
• Eight manufacturing locations; New York sales presence via US subsidiary.
• Exports concentrate on USA, UK, Europe; domestic market limited.

Outlook & risks

• Outlook FY27: tariff normalization, UK/EU FTAs; growth in bath and floor coverings.
• Risks: demand volatility; raw material costs; FX; competition.
• Strategy: expand capacity; diversify inputs; leverage 'China Plus One'.

AGM details

• 41st AGM on Friday, September 4, 2026 at 5:00 PM IST via VC/OAVM.
• Record date for voting: August 28, 2026.
• Remote e-voting window: Sept 1–3, 2026.

Ordinary business

• Adopt standalone financial statements for FY 2025-26 and related reports.
• Adopt consolidated financial statements for FY 2025-26 with auditors' report.

Special business

• Appoint Mohit Solanki as Independent Director for five years (Aug 17, 2026–Aug 16, 2031).
• Not liable to retire by rotation; remuneration as board approves.
• Increase borrowing limit under Section 180(1)(c) to ₹1,000 crores.
• Board authorized to borrow in one or more tranches.
• Create mortgages/charges on assets to secure borrowings up to ₹1,000 crores.

Director changes

• Re-appointment of Sanjay Anand as Director; term 5 years, 2025–2030.
• Previously Whole-Time Director; last drawn remuneration ₹38.40 lakhs.
• Mohit Solanki appointed as Independent Director; term 2026–2031; no related party relations.
• Sanjay Anand's shareholding: 2.99% equity.

AGM and AR distribution

• The 41st AGM is scheduled for September 4, 2026 at 5:00 PM IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 are being sent electronically to shareholders with registered emails.
• Unregistered-email shareholders received letters on Aug 11, 2026 with the AR web link.
• The AR can be accessed at the company website and on NSDL, BSE and NSE portals.
• E-voting entitlement date is Friday, August 28, 2026.
• E-voting runs from Sep 1, 2026, 9:00 AM to Sep 3, 2026, 5:00 PM.
• Shareholders must register their email with RTA/DP to receive notices and AR by email.
• KYC updates requested: PAN, address, mobile, bank details, signature, and nomination.
• Nomination and KYC forms ISR-1/2/3, SH-13/SH-14 available on MUFG RTA site.