Praxis Home Retail Ltd Directors Report

To

The Members,

Your Directors are pleased to present the Fourteenth Annual Report of the Company together with the Audited FinancialStatements for the FinancialYear ended March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	11,896.96	21,957.77
Other Income	3,914.69	636.11
Total Income	15,811.65	22,593.93
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense and after exceptional items	(6,243.33)	(4,942.12)
Less: Depreciation and Amortization expense	2,745.48	3,629.13
Profit / (Loss) before Tax and after exceptional items	(3,497.85)	(8,571.25)
Profit / (Loss) after Tax and exceptional items	(3,497.85)	(8,571.25)
Other Comprehensive Income/(Loss) for the Year	(55.57)	(49.11)
Total Comprehensive Income/(Loss) for the Year	(3,553.42)	(8,620.35)

Financial Performance andFuture Outlook

During the year under review, the operational income for FY 2024-25 was Rs. 11,896.96 Lakh as against Rs. 21,957.77 Lakh in FY 2023-24. Loss for FY 2024-25 was Rs. 3.497.85 Lakh as against Loss of Rs. 8,571.24 Lakh during FY 2023-24. Performance of the Company was adversely affected on account of various factors including short supply inventory on account of weak financial position. Throughout the FY 2024-25, most of the stores were running below their potential and operations resulted into losses due to poor replenishment of merchandise. The Company has also put on hold its plans to open new stores and incur any new capex to control the costs. In order to conserve financial resources, various steps have been taken including cost rationalization plans, renegotiation of store contracts to align its cost with the volume and margins, negotiations with the vendors for higher credit period etc. The Company was able to raise funds through right issue which would help the Company to sail through the challenging time. Overall, the management is verycautiousaboutthefuture plansand outlook.

Dividend

In view of losses,your Directors are unabletorecommend anydividendforthe FY2024-25.

Reserves

For the FY 2024-25, an amount of Rs. 1,200.00 Lakh forfeited on account of unexercised warrants were carried to the capital reserves. There is no further amount proposed to be transferred to any other reserves.

Change in the nature of the Business

There has been no change in the nature of business of the Company.

Subsidiary,JointVentureandAssociates

During the FY 2024-25, the Company did not have any subsidiary, jointventureand associate companies.

Public Deposits

Duringthe FY 2024-25, the Company did not acceptanyfixeddeposits from the public and noamountin the nature of principal orinterest on deposits from publicwere outstanding as of March 31,2025.

Securities

During the FY 2024-25, the Company -

a. Issued and allotted 45,06,729 sharewarrants on preferential basis priced at Rs.43.26 per share warrant;

b. increased the authorised share capital from Rs.10,630.00 Lakh to 15,630.00 Lakh bycreating 10,00,00,000 new equity shares;

c. issued and allotted 1,00,00,000 fully paid-up equity shares upon exercise of share warrants;

Corporate Governance

Pursuant to regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is separatelyannexed.

Management Discussion and Analysis

Pursuant to regulation 34(3) of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion and Analysis is separately given which also includes the state of affairs ofthe Company.

Board and Committees

During the FY 2024-25, five meetings of the Board of Directors were held, details of which are given in the report on Corporate Governance. The Company has constituted the following Committees statutorily required in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders RelationshipCommittee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance. All recommendations made by theCommittees were accepted bythe Board.

During theyear,theCorporate Social Responsibility Committee was dissolved asthesamewas notapplicable.

Directors Responsibilities Statement

Pursuant totheprovisionsofSection134(5) oftheAct,theBoard of Directors of the Company hereby confirms that:

I. in the preparation of the annual accounts for the Financial Year ended March 31,2025, the applicable accounting standards have been followed alongwith 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 ofthe loss of the Company for the Financial Year ended March 31,2025;

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 31,2025 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.

Details of Directors

During the FY 2024-25:

- Mr. Mahesh Shah - Non Executive Director, resigned effective from June 28,2024;

- Mr. Swetank Jain - CEO & Whole-time Director, resigned effective from August 13,2024;

- Mr. Vijai Singh Dugar was appointed as an Independent Director effective from August 12,2024 for a period of five years. His appointment was approved by the shareholders under a special resolution passed at the Annual General Meeting held on September 28,2024;

- Mr. Ashish Bhutda was appointed as a CEO & Whole-time Director effective from November 11, 2024. His appointment was approved by the shareholders under a special resolution passed through postal ballot on December 14,2024.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Samson Samuel - Non Executive Director, is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment is proposed at theensuingAnnualGeneral Meeting.

The Board places on record its appreciation for valuable contribution made by Mr. Mahesh Shah and Mr. Swetank Jain during theirtenure.

During the FY 2024-25, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees paid to them for attending the meetings ofthe Board/Committee.

Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, all Independent Directors have submitted declarations confirming they meet 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. During the FY 2024-25, there had been no change in the circumstances affecting their independence. In terms of Regulation 25(8) of SEBI Listing Regulations, all Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair orimpact their abilityto discharge their duties.

None ofthe 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. A certificate of non-disqualification of Directors issued by a Company Secretary in Whole-time Practice is given separately.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board is of the opinion that Mr. Vijai Singh Dugar - Independent Director appointed during the FY 2024-25, possesses necessary expertise and experience relevant to the Companys operationsand maintains greatintegrity.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2025 are:

• Mr. Ashish Bhutda -CEO& Whole-time Director;

• Mr. SamirKedia - Chief Financial Officer*

• Mr. Vimal Dhruve - Company Secretary**

During the FY 2024-25, Ms. Sanu Kapoor resigned as Company Secretary & Compliance Officer of the Company effective from August 2,2024. Mr. Vimal Dhruve was appointed as Company Secretary effective from August 12,2024.

• Resigned w.e.f. April 30,2025 & in his place Mr. Vikash Kabra appointed as a Chief Financial Officer w.e.f. July 14,2025 **Resigned w.e.f. June 26,2025 & in his place Ms. Charu Srivastava appointed as a Company Secretary & Compliance Office w.e.f. July 14,2025

Performance Evaluation

Pursuant to section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,annual evaluation performance of Board, its Committees and individual Directors was carried out for the FY 2024-25. The performance was evaluated after seeking inputs from all the Directors on the basis of criteria determined by the Nomination and Remuneration Committee such as the Board composition and structure, effectiveness of processes, information and functioning, effectiveness and roles of committees etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated after taking into account the views of the other Directors. Performance of individual Directors was reviewed on the basis of criteria such as the level of participation, meaningful discussion and constructive inputs and other requisite matters. The performance of the Board, its Committees and individual Directors was discussed at the meeting of the Board. The Independent Directors assessed the quality, independence, relevance and timeliness of the flow of the information to the Board of Directors. Performance of Independent Directors was evaluated bythe entire Board, excluding the Independent Director being evaluated.

Based on evaluation, it emerged that the Board has an optimum level of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective prudence of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for various matters brought before the Board. Overall, the Board was functioning very well in a unanimous and interactive manner.

Familiarization Program for Independent Directors

Details of familiarisation programmeare given in the report on Corporate Governance.

Policy on DirectorsAppointmentsand Remuneration

Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the report on Corporate Governance and is also available on website of the Company at https://www.praxisretail.in/assets/download/4.Remuneration_Policy_Final.pdf

VigilMechanism

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 Companys 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

RiskManagement and Internal Financial Controls

The Company has an appropriate 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 Board primarily monitors and reviews 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 riskand internalcontrols.

The Companys 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 separate section "Management Discussion andAnalysis".

Human Resources

Details of human resources are given in a separate section on Management Discussion& Analysis.

Employees 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 2024-25 with respect to the ESOP plans have been provided on the website of the Company at

https://praxisretail.in/assets/download/websiteupdate_14_05_2025/ESOP-2024.pdf

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.

Unsecured loan from Directors

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

Auditors and Auditors Report StatutoryAuditors

The Statutory Auditors have included Disclaimer of their opinion on the Financial Statements for the FY 2024-25. A Statement of Impact of Audit Qualification (for Audit Report with Modified Opinion) on the Financial Statements containing, inter alia, the details of Disclaimer of Opinion and Managements views thereon (being explanation by the Board in terms of section 134(3)(f) of the Companies Act, 2013) is annexed to the Financial Statements for the FY 202425. Other observations contained in the Auditors Report are self-explanatory and do not call for any explanations by the Board as required under section 134(3)(f) of the Companies Act, 2013. Further, the Statutory Auditors have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. The Auditors Report is enclosed with the FinancialStatementsfortheFY 2024-25.

Secretarial Auditor

The Company appointed Anant Gude & Associates - Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the FY 2024-25. Their report in prescribed Form MR-3 is appended as Annexure-I hereto. Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2014, Annual Secretarial Compliance Report for the year ended March 31, 2025 is also appended hereto. Further, the Secretarial Auditor have not reported any fraud instance. The Secretarial Audit Report does not contain qualification or adverse remarks.

Disclosure underthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has employed women workforce and strives to make the 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 complied with provisions relating to the constitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the FY 2024-25, no complaints with respectto sexual harassment or any discrimination were received.

Corporate Social Responsibility Statement

The Company is 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 and accordingly, disclosures as per Rule of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be given.

Particulars of Contract or Arrangements with Related Parties

During the FY 2024-25, all transactions entered into by the Company with Related Parties were in the ordinary course of business and on an arms length basis and there were no material related party transactions entered by the Company during the FY 2024-25. Accordingly, particulars in prescribed form AOC-2 is not required to be given.

Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013 and the relevant rules made thereunder, the Company is not required to maintain cost records.

Particulars of Employees

Disclosures with respect to the Remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules,2014are provided in Annexure-II,which isappended hereto.

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 5(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 toinvestorrelations@praxisretail.in.

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for allindividuals,regardless of gender.

Particulars ofEnergy 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-IIIappended hereto.

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 31,2025 shall be available on the website of the Company at https://www.praxisretail.in/annual-reports.html

Significant and Material Orders passed bythe Regulators or Court or Tribunals

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern statusand the Companys operationsin future.

Matter underthe Insolvencyand BankruptcyCode, 2016

An operational creditor has filed an application under section 9 of the Insolvency and Bankruptcy Code, 2016 before the Honble National Company Law Tribunal - Mumbai Bench seeking initiation of Corporate Insolvency Resolution Process against the Company. As on March31,2025,thesaid matter was pending.

In the matter of corporate insolvency of Future Lifestyle Fashions Limited (FLFL), the Resolution Professional of FLFL has filed an interlocutory application against the Company and Promoter - Mr. Kishore Biyani before the National Company LawTribunal, Mumbai bench claiming arrears of rent amounting to Rs. 23.21 Crore from the Company. As on March 31,2025, the said matterwas pending.

In the matter of corporate insolvency resolution process of Future Enterprises Limited ("FEL"), the Resolution Professional of FEL has filed an interlocutory application before the National Company Law Tribunal, Mumbai bench against, amongst others, the Companyand Promoter Mr. Kishore Biyani,inter alia, claiming a refund of anallegedlease rental amounting to Rs.4,577.35 lakhs from the Company for the in-store retail infrastructure assets leased by FEL to the Company.As on March 31,2025,the said matterwas pending.

Unclaimed Suspense Account

Pursuant to Regulation 39(4) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details pertaining to outstanding shares lying in Unclaimed Suspense Account are given in the report on Corporate Governance.

Secretarial Standards

During the FY 2024-25,, the Company has complied with the applicable Secretarial Standards issued bythe Institute of Company Secretaries ofIndia in terms of Section 118 (10) of the Companies Act, 2013.

Material Changes and Commitments

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company from the date of closure ofthe FY 2024-25 tillthe date of signing of this report.

1. Disposal of a significant number of Equity Shares by our Promoter Group, resulting in a decline in their shareholding

from 23.61% as on March 31,2025, to 9.92% as on the date of this Letter of Offer, thereby ceasing to have significant influence over our Company

2. The Promoter of the Company, Mr. Kishore Biyani, vide his request letter dated June 09,2025, sought reclassification of his shareholding from the "Promoter" category to the "Public" category along with the persons and entities acting in concert with him. This request was subsequently confirmed by the resolution professional of Future Corporate Resources Private Limited throughthe letter datedJuly 11,2025. The Board of Directors of the Company approved the said reclassification on July 14, 2025, in accordance with the provisions of Regulation 31A of the SEBI Listing Regulations,which governs the conditions and process for reclassification of promoters as public shareholders.

3. Allotment of 1,12,500 (One Lakh Twelve Thousand Five Hundred) equity shares of face value of Rs.5/- (Rupees Five) each on April 26, 2025, pursuant to the exercise of stock options granted under the Companys employee stock option scheme.

4. Closure of our application by BSE without granting in-principle approval for the proposed preferential issue of Equity Shares, which necessitated the Company to refrain from proceeding with the issuance of Equity Shares intended for conversion of our trade liabilities.

5. Issued 4,95,80,000 equity shares of Face Value Rs. 5 each of the Company (Right Equity Share) for cash at a price of Rs. 10/- each (including a share premium of Rs. 5/- per Right Equity Share) for an aggregate amount upto Rs. 4958.00 Lakhs on the Right Basis in the ratio of11 Rights Equity Shares for every 30 fully paid up equity shares.

General

Other than as disclosed in this report, there were no transactions during the FY 2024-25 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 onetime settlement with any bank or financial institution or other matters not specified in this report necessitating the disclosureinthis Report.

Acknowledgement

Your Directors place on record their appreciation for the continued support and co-operation provided to the Company by 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
	Ashish Bhutda	Samson Samuel
Place: Mumbai	CEO & Whole-Time Director	*Director
Date: September 2, 2025	DIN: 101810844	DIN: 07523995