To

The Members,

Your Directors are pleased to present the Twelfth Annual Report of Praxis Home Retail Limited ("the Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2023.

FINANCIAL HIGHLIGHTS

( in Lakhs)

FINANCIAL PERFORMANCE

During the year under review, the total income for

FY 2022-23 was 39,541.66 Lakh, lower by 18% over the previous year's total income of 48,103.68 lakh in FY 2021-22. The Loss after Tax for FY 2022-23 was

2,101.39 Lakh as compared to Profit

1,423.56 lakh for FY 2021-22. deposits

DIVIDEND AND RESERVES

The Company has not declared any dividend for the financial year March 31, 2023, and hence no amount is proposed to be transferred to the 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 after Tax of

The Company has not accepted any fixed 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, 2023.

SHARE CAPITAL

During the year under review, the Company had issued and allotted 2,62,000 and 1,00,000 equity shares of face value of `5/- each of the Company, pursuant to exercise of stock options by the eligible employees under ESOP Plan 2021 on 11th February, 2023 and 27th February, 2023 respectively. As a result of such allotment, the aggregate paid-up Equity Share Capital of the Company increased from

37,65,40,560/- divided into 7,53,08,112 equity shares of the face value of 5/- each fully paid-up to

37,83,50,560/- divided into 7,56,70,112 equity shares of the face value of 5/- each fully paid-up and

Preference Share Capital of the Company stands at

6,30,00,000/- only divided into 6,30,000 Preference Shares of the face value of 100/- each fully paid-up.

Subsequent to the closure of the financial year under review, with the consent of the shareholders by means of Postal Ballot, the Authorised Share Capital of the Company was increased from 56,30,00,000 divided into 10,00,00,000 Equity Shares having face value of 5/- each and 6,30,000 Preference Shares having face value of 100/- each by addition of 5,00,00,000 Equity Shares having face value of 5/- each to 81,30,00,000 divided into 15,00,00,000 Equity Shares having face value of 5/- each and 6,30,000 Preference Shares having face value of 100/- each as per the applicable provisions of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance alongwith the certificate

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, 5 (Five) 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 constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Share Transfer Committee

Committee of Directors

Risk Management 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, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; a Practicing Company 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, 2023;

iii. they have taken proper and sufficientcare 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, 2023 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

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Samson Samuel (DIN: 07523995), Non-Executive Non-Independent Director, is liable to retire by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his reappointment forms part of the Notice. The Directors recommend his re-appointment at the ensuing AGM.

Mr. Samson Samuel (DIN: 07523995) was appointed as an Additional Non-Executive Non-Independent Director of the Company on March 14, 2023. The shareholders approved his appointment by means of Postal Ballot on April 16, 2023.

Ms. Lynette Monteiro (DIN: 07901400) was appointed as an Additional Non-Executive Non-Independent Director of the Company on April 13, 2023. The approval of the shareholders will be sought by means of Postal Ballot.

Ms. Avni Biyani (DIN: 02177900), resigned from the position of directorship w.e.f. December 8, 2022 and

Mr. Shrirang Sarda (DIN: 00576667), resigned from the position of directorship w.e.f. March 21, 2023.The Board of Directors places on record its appreciation for contributions made by them during their tenure.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the SS-2 on General Meeting are given in the Notice of AGM, forming part of the Annual Report.

During the year under review, Ms. Smita Chowdhury has resigned from the position of Company Secretary

& Compliance Officer w.e.f. March 2, 2023 and Ms.

Sanu Kapoor has been appointed as Head Legal & Company Secretary w.e.f. March 23, 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 Listing 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. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules,

2014.

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 specifiedin 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, 2023 are:

Mr. Mahesh Shah (DIN: 01488017) Managing

Director

Mr. Samir Kedia Chief Financial Officer

Ms. Sanu Kapoor- Company Secretary w.e.f. March 23, 2023.

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 appointed as Chairman of the Board with effect from March 14, 2023. As such, performance evaluation of present chairman was not carried out in respect of financial year 2022-23.

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 for detailed analysis.

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 Risk Management Committee has been 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 financial 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 terms of Regulation 14 of SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations,

2021, the disclosures for FY23 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.

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.

The Auditors' modified opinion has been appropriately dealt with in Note No. 41 of Standalone Financial Statements and doesn't require any further comments under section 134 of the Act.

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 2022-23. The ‘Secretarial Audit Report' in prescribed Form MR-3 for the FY 2022-23 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, 2023, is also appended with the said Secretarial Audit Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

Your Company has employed women workforce and strives to its best 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/download/6.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.

COST RECORDS

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.

EXTRACT OF 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, 2023 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 is last listed for hearing on June 01 2023.

REGULATION 39(4) OF THE LISTING REGULATIONS – 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 (VRs) 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

During the year under review, there were no transactions requiring 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 cooperation provided to the Company by its partners viz. our valued shareholders, customers, employees, suppliers, other business associates, bankers, regulatory authorities and all other stakeholders.

For and on behalf of the Board of Directors

Praxis Home Retail Limited