Your Directors are pleased to present the Thirteenth Annual Report of Praxis Home Retail Limited ("the Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2024.

FINANCIAL PERFORMANCE

During the year under review, the total income for FY 2023-24 was Rs.22,593.93 Lakh, lower by 42.81% over the previous year's total income of Rs.39,541.66 Lakh in FY 2022-23. The Loss after Tax for FY 2023-24 was Rs.8.571.25 Lakh as compared to Loss after Tax of Rs.2,101.39 for FY 2022-23.

DIVIDEND AND RESERVES

In view of losses, your Directors are unable to recommend any dividend for the FY under review. Further, there is no amount proposed to be transferred to any reserves.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company from the date of closure of the Financial Year under review till the date of signing of this Report except as disclosed in this Report. There has been no change in the nature of business of your Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture and associate companies.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and/or Members as such, no amount in the nature of principal or interest on deposits from public and/or Members were outstanding as of March 31, 2024.

SHARE CAPITAL

During the year under review, the Company had issued and allotted:

1. 4,91,85,572 fully paid-up Equity Shares of Rs.5/- each at a price of Rs.10/- (including a share premium of Rs.5/- per Equity Share) aggregating to Rs.4,918.56 Lakhs on June 22, 2023 under a Right Issue;

2. 1,00,000 fully paid-up Equity Shares face value of Rs.5/- each of the Company on June 13, 3023, pursuant to exercise of stock options by the eligible employees under ESOP Plan 2021;

3. 2,62,500 fully paid-up Equity Shares face value of Rs.5/- each of the Company on January 27, 2024, pursuant to exercise of stock options by the eligible employees under ESOP Plan 2021.

As a result of such allotments, the paid-up Equity Share Capital of the Company increased to Rs. 62,60,90,920/-divided into 12,52,18,184 Equity Shares of face value Rs.5/- each fully paid-up and 6,30,000 Preference Shares of the face value of Rs.100/- each.

On August 3, 2023, the Company allotted 4,00,00,000 share warrants on preferential basis at an issue price of Rs.16 per share warrant aggregating to Rs.64 Crore. As per the terms of the issue and in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, such share warrants would be converted into equity shares within a period of 18 months from the date of allotment. A statement as at March 31, 2024 as required under regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Financial Statements.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance alongwith the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company.

MEETINGS OF THE BOARD

During the year under review, 7 (seven) Meetings of the Board of Directors were held, details of which are given in the Corporate Governance Report which forms a part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees have been constituted by the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Committee of Directors

• Share Transfer Committee

During the year, the Risk Management Committee was dissolved as the same is not mandatorily required pursuant to SEBI LODR Regulations and its functions were entrusted to the Audit Committee. Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors of the Company hereby confirms that:

I. in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the Financial Year ended March 31, 2024;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts for the Financial Year ended March 31, 2024 on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Lynette Monteiro was appointed as an Additional Non-Executive Non-Independent Director of the Company on April 13, 2023. Her appointment was also approved by the shareholders through Postal Ballot. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Lynette Monteiro is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice.

Mr. Mahesh Shah resigned from the position of Managing Director w.e.f. October 31, 2023 and continued as a non-executive non-independent Director. He was also appointed as Chairman of the Board of Directors w.e.f. November 01, 2023.

Mr. Harminder Sahni resigned from the position of directorship w.e.f. March 20, 2024. The Board of Directors places on record its appreciation for contributions made by them during their tenure.

Mr. Samson Samuel was appointed by the shareholders of the Company as Non-Executive Non-Independent Director of the Company w.e.f. April 16, 2023.

Mr. Swetank Jain was appointed as Chief Executive Officer and Whole-time Director of the Company w.e.f. September 01, 2023.

Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

• Mr. Swetank Jain - Chief Executive Officer & Whole-time Director;

• Mr. Samir Kedia - Chief Financial Officer

• Ms. Sanu Kapoor- Company Secretary

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors of the Company, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed upon the outcome of performance evaluation and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

Mr. Harminder Sahni, Independent Director was the Chairman of the Board till October 31, 2023 and Mr. Mahesh was appointed as the Chairman with effect from November 01, 2023. Accordingly, the performance evaluation of the chairman was carried out in respect of financial year 2023-24.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Please refer to the paragraph on familiarisation programme in the Corporate Governance Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website at https://www.praxisretail.in/assets/download/4.Remuneration_Policy_Final.pdf

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. The establishment of Vigil Mechanism is available on the website of the Company at https://www.praxisretail.in/assets/download/vigil-Mechanism-and-Whistle-Blower-Policy.pdf

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has a robust risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring, and reporting of various risks associated with the business of the Company. The erstwhile Risk Management Committee was entrusted by the Board with the primary responsibility to monitor and review risk management, assessment, and minimisation procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to. The Audit Committee has additional oversight in their area of financial risk and internal controls.

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Company has in place adequate internal controls with reference to financial statements. Key risks and threats to the Company and internal controls and their adequacy are analysed in the Management Discussion and Analysis, which forms part of this Report.

HUMAN RESOURCES

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis section for detailed analysis.

EMPLOYEE STOCK OPTION PLANS

In order to enable the employees of the Company to participate in its future growth and success, the Company has Employee Stock Option Plans in place. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY 2023-24 with respect to all the ESOP policies have been provided on the website of the Company at https://www.praxisretail.in/esop-disclosures-new.html.

LOANS, GUARANTEES & INVESTMENTS

The Company has not granted any loans, provided any guarantee, or made any Investments which are covered under the provisions of Section 186 of the Act.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) were appointed as the Statutory Auditors of the Company at the 11th Annual General Meeting held on August 19, 2022, for a period of five years from the conclusion of the 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company to be held in the year 2027.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors' Comment.

The disclaimer of opinion by the Statutory Auditors is appropriately dealt with in Note No. 41, 49 & 50 of Standalone Financial Statements and doesn't require any further comments under section 134 of the Act. Further, a Statement on Impact of Audit Qualification as required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Audited Financial Statements. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

The Company has appointed Mr. Anant Gude of M/s. Anant Gude & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the FY 2023-24. The 'Secretarial Audit Report' in prescribed Form MR-3 for the FY 2023-24 is appended as Annexure-I which forms part of this Report. Further pursuant to Regulation 24A of the Listing Regulations Annual Secretarial Compliance Report for the year ended March 31, 2024, is also appended with the said Secretarial Audit Report.

The Secretarial Audit Report does not contain adverse remarks.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has employed women workforce and strives to make the most conducive working environment for women employees in the organisation. The Company believes in providing a safe and harassment free workplace for every employee including women working in the Company through various training, awareness, and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted the policy of zero tolerance in case any sexual harassment issues are reported.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received by the Company.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility ("CSR") Committee.

The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, the Company was not required to spend any amount of CSR. The CSR policy of the Company is available on the website of the Company at https://www.praxisretail.in/assets/downloadZ6.CSR_Policy.pdf

During the year under review, the Company was not required to spend any amount on CSR activities, since the Company does not fall into the criteria specified in Section 135 of the Act. The disclosures as per Rule of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure-II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with Related Parties as defined under the Act and the Listing Regulations, were in the ordinary course of business and on an arm's length basis and there were no material related party transactions as per the materiality threshold limit during the year under review. The required Form AOC-2 is annexed as Annexure-III for the particulars of related party transactions to be disclosed under Section 134(3) (h) of the Act.

Disclosure of transactions with related parties as required under the applicable Accounting Standards has been made in the Notes forming part of the Financial Statement.

COSTRECORDS

Pursuant to Section 148(1) of the Act and the relevant rules made thereunder, the Company is not required to maintain cost records hence the same is not maintained by the Company.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the Remuneration of Directors and 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 are provided in Annexure-IV, which is annexed to this Report.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary or send email to investorrelations@praxisretail.in.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

The particulars as required under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are provided in Annexure-V which forms a part of this Report.

ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)Rules, 2014, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company at https://www.praxisretail.in/annual-reports.html

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

MATTER UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

M/s. Koncepts Interior, Operational Creditor of the Company had filed an application under section 9 of the Insolvency and Bankruptcy Code, 2016 ('Code'), before the Hon'ble National Company Law Tribunal - Mumbai Bench ('Hon'ble NCLT') seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company, and the matter was pending as on March 31, 2024.

In the matter of corporate insolvency of Future Lifestyle Fashions Limited (Corporate Debtor), the Resolution Professional of Corporate Debtor has filed an interlocutory application against the Company and Promoter - Mr. Kishore Biyani ("Respondents") before the NCLT, Mumbai bench claiming the arrears of rent amounting to Rs. 23.21 Crore from the Company. The matter was pending as on March 31, 2024.

UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 39(4) read with Schedule V of the Listing Regulations, the details pertaining to outstanding shares lying in Unclaimed Suspense Account, are given in the Corporate Governance Report which forms a part of this Annual Report. All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such Account. However, the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on Meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as amended and issued from time to time by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Act.

GENERAL

Other than as disclosed in this report, there were no transactions during the year under review which require disclosure or reporting in respect of matters relating to: a) issue of equity shares with differential rights as to dividend, voting or otherwise; b) raising of funds through preferential allotment or qualified institutions placement; c) instances of one-time settlement with any bank or financial institution or other matters not specified in this report necessitating the disclosure in this Report.

ACKNOWLEDGEMENT

Your Board of Directors would like to thank and place on record their appreciation for the continued support, firm confidence professed on us and co-operation provided to the Company by its partners viz. our valued shareholders, customers, employees, suppliers, other business associates, bankers, regulatory authorities and all other stakeholders.