To

The Members,

Your Directors are pleased to present the Eleventh Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2022.

Financial Highlights

The financial performance of the Company is as follows:

(Rs in Lakhs)

Review of Performance

During the financial year under review, the Company had a total income of Rs 48,103.68 Lakh. The total expenditure during the year was Rs 46,680.12 Lakh. The Company has incurred a profit of Rs 1,423.56 Lakh after tax for the year under review.

Business Outlook

Business outlook has been discussed in detail in Management Discussion and Analysis (MDA) which forms part of the Annual Report.

Information Technology

Having put together an Omni-channel data platform in the preceding financial year, the focus of all technological initiatives was on transforming the organisation into a data driven decision-making body.

This focus resulted in a slew of initiatives - Changing the operational Key Perfomance lindicators of the organisation to ensure actions based on customer prospect data from physical and online stores;

1. Introduction of gamification/rewards to ensure adoption of Customer Relationship Management solution;

2. Assessment of lost sales;

Owing to the adoption thus garnered, we have been able to follow the customer's journey at the store and online channels right from purchase intent to closure of sales or that of lost sales. This has helped the organisation in bringing about a very rich engagement with the prospect wherein the scope of discussion shifts from being generic to specific products in which the customer has shown interest.

In addition, owing to the integrated data platform, there was a huge uptick in customer experience due to multiple self-service initiatives introduced on hometown.in such as Track Order, Self-Service complaints/requests, etc. The 360-degree view of the customer further enabled a much richer engagement between the customer service team and the customers. This is evident from a fair increase in Net Promoter Score of the organisation.

With the motto being a data driven organisation, we also introduced a slew of analytical reports covering overall Sales, Merchandise Sales at a category level, comparative analysis of products/brands, supplier analysis, etc. The primary objective is to enable the Category team to make informed decisions by leveraging the concerned reports.

Human Resource

In FY 2021-22, Human Resource continued its role as one of the enablers to achieve results for employees by implementing reforms and consolidating its impact across the organisation. The organisational culture change is supported by pursuing two priority areas:

• Strategic and targeted acquisition of talent based on competencies, with an aim to enhance the overall quality and diversity.

• Honest and result-focused performance management as a foundation for effective career development.

The revised hiring and selection policy streamlined the evidence-based recruitment process and created internal mobility framework to ensure better talent pool at store, region, and store support office. The rise in operations combined with in-demand skill gap created pathways for nurturing and developing 'Apprentices' through National Apprenticeship Program to keep pace with the organisation. These apprentices are trained to be deft in skill through constant learning and training. The organisation has also initiated diversity and gender inclusion hiring to promote positive employee experiences.

Performance and career management played a key pillar in managing and supporting leadership talent. Crucial to the implementation was HR Connect which promoted employee performance and resolve or prevent conflicts. The recognition of critical roles, nurturing and providing them opportunity continued to create an efficient and effective pipeline to identify talent for senior leadership posts and enhance succession management. Also, to deliver better results, thoughtful and robust New-Hire Training (NHT) was launched.

Share Capital

During the year under review equity shares aggregating to 13,25,471 (Thirteen Lakh Twenty-Five Thousand Four Hundred and Seventy-One) were allotted to Future Corporate Resources Private Limited (FCRPL) on May 27, 2021 towards third and final conversion of 1,405 Compulsorily Convertible Debentures (CCDs) out of 7,500 CCDs originally allotted on December 12, 2019.

Post allotment of equity shares under Conversion options, the Shareholding of FCRPL increased from 57.38% to 59.16% and the Company became subsidiary of FCRPL.

Further, equity shares aggregating to 4,35,99,433 (Four Crore Thirty-Five Lakh Ninety-Nine Thousand Four Hundred and Thirty-Three) were allotted to the eligible equity shareholders of the Company on October 12, 2021 on Rights Basis ("Rights Equity Shares") for cash at a price of Rs 11.35 each (including a share premium of Rs 6.35 per rights equity Share) ("Issue Price") in the ratio of 11 (Eleven) Rights Equity Shares for every 8 (Eight) fully paid-up equity shares held by the eligible equity shareholders on the record date, i.e. Wednesday, September 8, 2021 (the "Issue"/ "Rights Issue").

Post allotment of equity shares under Rights Issue the shareholding of FCRPL reduced to 25.23%, by virtue of that the Company has become Associate Company of FCRPL.

Further, pursuant to the aforesaid allotments, the Equity paid-up share capital of the Company stands at Rs 43,95,40,560/- (Rupees Forty-Three Crore Ninety- Five Lakh Forty Thousand Five Hundred and Sixty) Only divided into 7,53,08,112 (Seven Crore Fifty-Three Lakh Eight Thousand One Hundred and Twelve) equity shares of face value of Rs 5/- each fully paid-up and the Preferance share capital of the Company stands at Rs 6,30,00,000/- (Rupees Six Crore Thirty Lakh Only) divided into 6,30,000 (Six Lakh Thirty Thousand) preference shares of Rs 100/- each fully paid-up.

Overview

Overview for the year is discussed in detail in Management Discussion and Analysis (MDA) which forms a part of this Report.

Dividend and Reserves

The Company has not declared any dividend for the financial year March 31, 2022 and no amount is proposed to be transferred to the reserves.

Investments and Disinvestments

During the year under review, the Company has neither made any investments nor divested any of its investments.

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, 2022.

Corporate Governance

A Report on Corporate Governance along with a Certificate from Mr. Anant Gude, Practicing Company Secretary regarding the compliance with the requirements of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as "Listing Regulations" forms a part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms a part of this Report.

Auditors and Auditors' Report Statutory Auditors

Pathak H.D. & Associates LLP (Firm Registration No. 107783W / W100593) were appointed as the Statutory Auditors of the Company at the Sixth Annual General

Meeting held on September 21, 2017 for a period of five years from the conclusion of the Sixth Annual General Meeting till the conclusion of the Eleventh Annual General Meeting of the Company. However, pursuant to the first proviso to Section 139(1) of the Act, their appointment was subject to ratification by the Members at every Annual General Meeting during the said term.

Pursuant to the notification by the Ministry of Corporate Affairs effective from May 7, 2018, the above-mentioned proviso was omitted by Companies (Amendment) Act, 2017 and the continued appointment of Pathak H.D. & Associates LLP as the Statutory Auditors of the Company for their remaining tenure without ratification was also approved by the Members of the Company at the Seventh Annual General Meeting of the Company held on September 18, 2018.

Further, as the tenure of Pathak H.D. & Associates LLP is till Eleventh Annual General Meeting, M/s. Singhi & Co., Chartered Accountants are proposed to be appointed as the Statutory Auditors of the Company at the Eleventh Annual General Meeting for a period of five years from the conclusion of the Eleventh Annual General Meeting till the conclusion of the Sixteenth Annual General Meeting of the Company and the appointment of M/s. Singhi & Co., as Statutory Auditor will continue for the aforesaid term of five years, without seeking any ratification by the Members of the Company till the conclusion of their tenure and that the Board of Directors shall fix their remuneration for the said period in addition to reimbursement of actual out-of-pocket expenses as may be incurred by them in performing their duties. Further, the continued appointment of M/s. Singhi & Co., as the Statutory Auditors of the Company for the above-mentioned tenure without ratification is also to be approved by the Members of the Company at the Eleventh Annual General Meeting of the Company.

The Company has received a written confirmation and Peer Review Certificate from the Statutory Auditor that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act for FY 2022-23.

Auditors' Report

The Statutory Auditors of the Company has issued the Auditors' Report on the financial statement of the Company for the financial year ended March 31, 2022 with unmodified opinion and does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Mr. Anant Gude, Sole Proprietor of M/s. Anant Gude & Associates, Practicing Company Secretary holding Membership No. 7219 and COP No. 18623, was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the FY 2021-22, as required under Section 204 of the Act and the relevant Rules made thereunder.

The Secretarial Audit Report in prescribed Form MR-3 for the FY 2021-22 is appended as Annexure-I which forms part of this Report. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further pursuant to Regulation 24A of the Listing Regulations Annual Secretarial Compliance Report for the year ended March 31,2022 is also appended with the said Secretarial Audit Report.

Policies & Disclosure Requirements

Your Directors have formulated and approved various statutory policies as applicable under the Act and Listing Regulations for promulgating better governance practices, disclosure and transparency norms. These policies are available on the website of the Company viz; www.praxisretail.in

Details of programs for familiarisation of Independent Directors with the Company, are available on the website of the Company at the link https://www.praxisretail.in/assets/download/Independent- Director_Familiarization_Program_Final.pdf

Policy for determining Material Subsidiaries of the Company is available on the website of the Company at the link https://www.praxisretail.in/assets/ download/9.Policy_for_determining_Material_Subsidiary.pdf Policy for determining Materiality of Events of the Company is available on the website of the Company at the link https://www.praxisretail. in/assets/download/8.Policy_for_Determining_

Materiality_of_Events_CG.pdf Policy for archival of documents of the Company is available on the website of the Company at the link https://www.praxisretail.in/ assets/download/7.Archival_Policy_FInal.pdf

The Code of Conduct for the Board of Directors and Senior Management Personnel of the Company is available on the website of the Company at the link https://www.praxisretail.in/assets/download/Code- of-Conduct.pdf

Policy on dealing with Related Party Transactions is available on the website of the Company at the link: https://www.praxisretail.in/assets/download/Policy_of-Dealing-with-Related-Party-Transactions.pdf

The Remuneration Policy is available on website of the Company at the link: https://www.praxisretail.in/assets/download/4.Remuneration_Policy_Final.pdf

The Company is currently not required to formulate the Dividend Distribution Policy as the criteria prescribed by the Listing Regulations, is not applicable to the Company for the year under review.

The Company has formulated and disseminated a Vigil Mechanism and Whistle-Blower Policy to provide for employees and Directors of the Company to promote responsible and secure whistle blowing mechanism and to provide a channel to the employees and Directors of the Company to report to the Management genuine concerns about unethical behavior, actual or suspected fraud that could have serious impact on the operations and performance of the business or violation of the Code of Conduct or Policy(ies) of the Company, as adopted/framed from time to time. The aforesaid Policy is in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") The aforesaid policy is available on the website of the Company at the link https://www.praxisretail.in/assets/download/Vigil-Mechanism-and- Whistle-Blower-Policy.pdf

Directors and Key Managerial Personnel

There were following change in the Directors / Key Managerial Personnel of the Company during the year under review.

Appointment:-

Mr. Jacob Mathew (DIN: 00080144) was appointed as Additional Director of the Company on March 26, 2021, after completion of formalities relating to registration process with the Independent Directors' Data Bank with the Indian Institute of Corporate Affairs, he was redesignated as Additional Independent Director w.e.f. April 6, 2021. Further, the shareholders had approved the appointment at the Tenth Annual General Meeting held on September 24, 2021.

Mr. Sandeep Sharma was appointed as Chief Executive Officer designated as Key Managerial Personnel of the Company w.e.f. April 06, 2021.

Mr. Mahesh Shah (DIN: 01488017) was appointed as Additional Director designated as Managing Director w.e.f. May 05, 2021. Further, the shareholders had approved the appointment at the Tenth Annual General Meeting held on September 24, 2021.

Mr. Anou Singhvi (DIN: 07572970) was appointed as Additional Director designated as Independent Director w.e.f. June 30, 2021. Further, the shareholders had approved the appointment at the Tenth Annual General Meeting held on September 24, 2021.

Ms. Avni Biyani (DIN: 02177900) and Mr. Harminder Sahni (DIN: 00576755) were appointed as Additional Director w.e.f. March 26, 2021 designated as Non-Executive Non-Independent Director and Independent Director respectively. Further, the shareholders had approved the appointment at the Tenth Annual General Meeting held on September 24, 2021.

Mr. Samir Kedia was appointed as Chief Financial Officer (CFO) designated as Key Managerial Personnel of the Company w.e.f. January 27, 2022.

Resignations:-

Mr. Sandeep Sharma, Chief Executive Officer designated as Key Managerial Personnel of the Company had resigned w.e.f. May 31, 2021.

Ms. Sridevi Badiga had resigned as Independent Director of the Company w.e.f. June 01, 2021.

Mr. Vikash Kabra, Deputy Chief Financial Officer designated as Key Managerial Personnel of the Company was redesignated as Deputy Chief Financial Officer, not being Key Managerial Personnel of the Company w.e.f. January 27, 2022.

Director to retire by rotation

In terms of Section 152 of the Act, Ms. Avni Biyani (DIN: 02177900), Non-Executive Non-Independent Director is liable to retire by rotation and being eligible, offers herself for re-appointment.

The Company has received necessary disclosure and confirmation from concerned Director(s) in connection with their appointment / re-appointment. Additional information on appointment / re-appointment of Directors as required under Regulation 36 of the Listing Regulations and Secretarial Standards-2, is given in the Notice convening the Eleventh Annual General Meeting of the Company.

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the Act and Regulations 16 (1) (b) and 25 of the Listing Regulations. The Board was satisfied with the integrity, expertise and experience including proficiency of the Independent Directors of the Company.

Committees of the Board of Directors

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms a part of this Annual Report.

Number of 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.

Subsidiary, Joint Venture, Holding Company and Associate Companies

The Company was a subsidiary of FCRPL w.e.f. February 11, 2020. However, post the allotment of equity shares under Rights Issue on October 12, 2021, the Company ceased to be a subsidiary of FCRPL.

Indian Accounting Standards ("IND AS")

The Company has adopted Indian Accounting Standards ("IND AS") with effect from April 01, 2017. Accordingly, the Financial Statement for the FY 2021-22 have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

Performance Evaluation of Board

Pursuant to Section 178 of the Act and Regulation 19 of the Listing Regulations, Nomination & Remuneration Committee of the Company (NRC), has formulated criteria for evaluation of performance of Independent Directors and the Board of Directors.

Accordingly, the Board has carried out an annual evaluation of its own performance, its Committees, and the individual Directors. Structured evaluation templates as approved by the NRC, were used for evaluating the performance of the Board, its Committees and the Directors on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Independent Director being evaluated. The performance evaluation of the Chairman* and Non-Independent Director(s) was carried out by the whole Board except the Director being evaluated. At the Meeting of the Board all the relevant factors that are material for evaluating the performance of the Board, its Committees and that of the individual Directors were discussed in detail.

The Board of Directors expressed their satisfaction with the evaluation process and the performance of the Board, its Committees, and Individual Directors.

* Since the Board does not have regular Chairperson, there was no evaluation of the performance of Chairperson of the Company.

I. PRAXIS SVAR Plan - 2018

The Members of the Company had passed Special Resolution at the Seventh Annual General Meeting of the Company held on September 18, 2018 and approved the Praxis Home Retail Limited Share Value Appreciation Rights, Plan - 2018 - ("Praxis SVAR Plan - 2018" / "Plan") as further amended by the Members of the Company at the Eighth Annual General Meeting held on September 21, 2019 have authorised the Board to create, offer and grant to the Employees of the Company and its Subsidiaries (if any in future), 9,75,000 (Nine Lakh Seventy- Five Thousand) Employee Stock Options / Stock Appreciation Rights under Praxis SVAR Plan - 2018 exercisable into not exceeding 9,75,000 (Nine Lakh Seventy-Five Thousand) fully paid-up equity shares of the Company, in aggregate, of face value of Rs 5/- (Rupees Five) each, either directly by the Company or through an Employee Welfare Trust to be set-up by the Company, by way of primary issue or secondary acquisition, at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Nomination & Remuneration Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations"), the Company had set up 'Praxis Home Retail Limited Employees' Welfare Trust' ("Trust") and has appointed "Beacon Trusteeship Limited" as a trustee for implementation of the said Plan. M/s. NGS & Co. LLP, Chartered Accountants (Firm Registration No. 119850W) being statutory auditor of the said Trust has carried out the audit for the FY 2020-21.

II. ESOP 2021 / Plan

During the year under review, the Shareholders of the Company had passed Special Resolution through Postal Ballot on December 12, 2021, Notice dated November 11, 2021 and had authorised the Board to create, offer and grant to the Employees of the Company, 20,00,000 (Twenty Lakh) Employee Stock Options under ESOP 2021 Plan exercisable into not more than 20,00,000 (Twenty Lakh) equity shares of face value of Rs. 5/- (Rupees Five) each fully paid-up, where one employee stock option would convert in to one equity share upon exercise, on such terms and conditions, as may be determined by the Nomination & Remuneration Committee in accordance with the provisions of this ESOP 2021 Plan, SEBI SBEB Regulations and in due compliance with other applicable laws and regulations.

The applicable disclosures as stipulated under SEBI Regulations as on March 31, 2022 with regard to the Praxis SVAR Plan - 2018 and ESOP 2021/Plan are provided in Annexure- II (A) and (B) to this 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 forms part of this Annual Report. The same is available on the website of the Company at the link https://www.praxisretail.in/assets/download/4.Remuneration_Policy_Final.pdf

Further pursuant to the Companies (Appointment and Qualification of Directors) fifth amendment Rules, 2020 (the Rules) mandating establishment of an on-line database of Independent Directors by Indian Institute of Corporate Affairs, every Independent Director, shall pass an online proficiency self-assessment test conducted by said Institute. However, exemption has been granted to an individual who has served for a period as stipulated in the aforesaid Rules as on the date of inclusion of his name in the databank, as director or key managerial personnel in a listed public company or in an unlisted public company having a paid-up share capital of Rs 10 Crores or more. The Independent Directors of the Company, who do not have this exemption, shall ensure clearance of online proficiency self-assessment test within the stipulated time frame.

Further, all the Independent Directors of the Company confirmed the inclusion of their names in the Independent Directors' data bank created and maintained by Indian Institute of Corporate Affairs within stipulated time frame, as mandated by the said rules.

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 Audit 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 delegated the role of risk, assessment and minimisation procedures and also periodically reviews with them the existing procedures and measures to improvise the same to the Internal Auditors.

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 analyzed in the Management Discussion and Analysis, which forms part of this Report.

As per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities determined on the basis of market capitalisation as at the end of the immediately preceeding financial year are required to constitute a Risk Management Committee. Though the Company does not fall under the criteria mentioned, the Board of Directors at its meeting held on January 27, 2022 has voluntarily constituted the Risk Management Committee. Details of which is given in the Corporate Governance Report which forms a part of this Annual Report.

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 endeavors 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.

Further pursuant to Section 4 (2) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, ('POSH Act') the Company has in place the Internal Complaints Committee for providing a mechanism to report any complaint against sexual harassment and redressal of the same.

During the year under review, no complaints were filed pursuant to the POSH Act.

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 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-III.

Particulars of Loans, Guarantees and 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.

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. The disclosure of Related Party transactions as required under Section 134 (3) (h) of the Act, in Form AOC-2 is given in Annexure-IV to this Report.

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.

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, 2022, 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, 2022;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting record 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, 2022 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.

Audit Committee

The Audit Committee of the Company was reconstituted on March 26, 2021 after resignation of Directors of the Company. Further Audit Committee of the Company was re-constituted on June 30, 2021. Currently the Committee comprises of Mr. Harminder Sahni, Independent Director as Chairperson of the

Committee, Ms. Anou Singhvi, Independent Director, Mr. Jacob Mathew, Independent Director and Mr. Mahesh Shah, Managing Director, as Members of the Committee.

There were no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

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-V, which is annexed to this Report.

Despatch of AGM Notice and Annual Report 2021-22 through e-Mail

The Ministry of Corporate Affairs (MCA) vide its General Circular No. 2/2022 dated May 5, 2022, read with General Circular Nos. 21/2021 dated December 14, 2021, 19/2021 dated December 8, 2021, 02/2021 dated January 13, 2021 and 20/2020 dated May 5, 2020 has allowed the Companies to conduct the Annual General Meetings (AGM) in 2022 for the Financial Year ended/ ending any time before/on March 31, 2022 through Video Conferencing (VC) or other audio visual means (OAVM) on or before December 31, 2022 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 02/2020 dated May 5, 2020. Therefore, the requirement for sending out physical copies of the Annual Report and the Notice convening the Annual General Meeting has been dispensed with for this calendar year i.e. till December 31, 2022, hence this Annual Report is being sent to the shareholders via electronic means including the information pursuant to Section 197 of the Act read with Rule 5 (2) and 5 (3)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the same is not included in the physical copies of the Annual Report in accordance with the provisions of second proviso to Section 136 (1) of the Act. Annual Report for the FY 2021-22 including the aforesaid information is also available on the website of the Company www.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-VI 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, 2022 is available on the website of the Company at https://www.praxisretail.in/annual- reports.html

Significant and Material Orders

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.

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 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.

Material Changes and Commitments

There were no material changes that have taken place that could have an impact on the financial position of the Company from the date of closure of Financial Year under review till the date of signing of 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; shareholders, customers, employees, suppliers, other business associates, bankers, regulatory authorities and all other stakeholders.