Auditor Report of Praxis Home Retail Ltd.

Mar 31, 2025

We have audited the accompanying financial statements
of Praxis Home Retail Limited (the "Company"), which
comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows
and Statement of Changes in Equity for the year then
ended, and a summary of significant accounting policies
and other explanatory information.

We do not express an opinion on the aforesaid financial
statements of the Company, because of the significance
of the matter described in the Basis for Disclaimer Opinion
section of our report, we have not been able to obtain
sufficient appropriate audit evidence to provide a basis
foran opinion on the aforesaid financial statements.

2. BasisforDisclaimerofOpinion

a) As stated in note no. 40 of the financial statements of
the Company, it has security deposit receivable
towards matured lease agreement from a related
party of an amount of Rs. 10,100.00 lakhs. The Company
has not identified & recognized loss allowance for
expected credit losses (ECL) on such other
receivables, which is not in conformity with the
requirements of Ind AS 109 "Financial Instruments".
Further, we are informed by the management that till
date the Company has not received any appropriate /
adequate response from the lessor towards refunding
such amount. Considering these facts and the
available financial position / statement of such
related party where there is an indication about
material uncertainty towards its ability to continue as
going concern and where an Resolution Professional
(rp) has been appointed by Hon''ble National
Company Law Tribunal under the Insolvency and
Bankruptcy Code, 2016 and other relevant surrounding
circumstances, we are unable to determine and
quantify whether this amount will be fully recoverable
and it requires any provision of ECL.

Further, on January 9,2025 the RP of Future Enterprises
Limited (FEL) has filed an Interlocutory Application (ia)
in Company Petition (IB), before the National
Company Law Tribunal, Mumbai Bench against,
amongst others, the Promoter of the Company and
the Company. Under the said IA, the RP has, inter alia,

claimed lease rental amounting to Rs.4,577.35 lakhs
from the Company for the in-store retail infra-assets
leased by FELto the Company.

These facts also give rise to material uncertainty as
regards possible material adjustments that may be
required to made to the values of recorded security
deposit, provision for lease rental on in-store retail
infra-assets, unrecorded assets and tax implications,
if any, arising on account of settlement of such
transactions, which could not be recorded in the
financial statements on account of these being not
readily ascertainable. Pursuant to non-receipt of
response from the lessor towards refunding the
specified amount and non-determination of the ECL
provision, non-availability of balance confirmation
and non-provision for lease rental, its impact on the
losses and EPS of the Company for the year ended
March 31, 2025 and on the other equity as on the
balance sheet date, is not ascertainable. This matter
related to expected credit losses on security deposit
was also disclaimed in our report on the financial
statement for the year ended March 31,2024.

b) Balances of trade payables aggregating to Rs. 9,417.23
lakhs are subject to confirmations and reconciliations,
if any, are not ascertainable. We are unable to
comment on the correctness of these figures and if
any adjustments are required to the said balances as
on the March 31, 2025 and related disclosures in the
Financial Statements.This matterwasalsodisclaimed
in our report on the financial statements for the year
ended March 31,2024

c) As stated in note no. 21 of the financial statements,
during the year ended the Company has written back
certain trade payables and provisions aggregating to
Rs. 3,770.86 lakhs (Including write back of related
parties balance and provisions of Rs. 2,693.72 lakhs)
for the year ended March 31,2025, reasons of which are
not known to us. Hence, we are unable to comment on
the correctness of these values, and if any
adjustments are required to the said balances as on
March 31,2025 and related disclosures in the financial
statements. The above amount includes amount due
to one of the related parties which is under Corporate
Insolvency Resolution Process whose Resolution
Professional has raised a claim of Rs. 2,321 lakhs along
with interest which has been denied by the Company
and not recognized in the books, as explained in note
no. 52. This matter was also disclaimed in our report on
the financial statement for the year ended March 31,
2024.

d) As stated in note no. 51, the performance of the
Company was affected due to shortage of inventory,
liquidity and most of the stores of the Company were
running into losses, which may triggerthe requirement for
evaluating impairment on Right of Use (ROU) Assets of the
financial results having value of Rs. 12,581.29 lakhs as on
March 31,2025. Inspite of these indicators no assessment
of impairment has been carried out. Hence, we are unable
to comment upon the impact arising on the loss and EPS
for the year ended March 31, 2025 and on the carrying
value of ROU & other equity as on March 31, 2025. This
matter was also disclaimed in our report on the financial
statements for the year ended March 31,2024.

e) During the year ended March 31, 2025, the Company
has closed certain stores and inventory at few of these
closed stores amounting to Rs 111.32 lakhs is under the
control of the respective lessors, and the Company
was unable to physically verify such inventory and
make appropriate provision for the same. Due to this
limitation, we were unable to obtain sufficient and
appropriate audit evidence to determine and quantify
whether the value of Inventory will be fully recoverable
and it requires any provision and hence, we are unable
to comment upon the impact arising on the loss and
EPS for the year ended March 31, 2025 and on the
carrying value of Inventory & other equity as on March
31,2025.

We conducted our audit of the financial statements in
accordance with the Standards on Auditing specified
under Section 143(10) of the Act (SAs). Our responsibilities
under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India
(''ICAI'') together with the ethical requirements that are
relevant to our audit of the Financial Statements under the
provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI''s Code
of Ethics.

3. Material Uncertainty Related to Going Concern

We draw attention to note 43 in the financial statements
which states that during the year, the Company has
incurred a cash loss of Rs. 4,542.46 lakhs and its net worth
is negative as on the Balance Sheet date. Further, the
Company''s current liabilities exceeded its current assets
by Rs. 9,310.98 lakhs as at the balance sheet date
[excluding the effect of the observations stated in
paragraph 2(a), 2(c) 2(d) and 2(e)]. The Company has
also received notice for application under the Insolvency
and Bankruptcy Code 2016 from one of the operational

creditors. The above situation indicates that a material
uncertainty exists that may cast significant doubt on the
Company''s ability to continue as a going concern. In view
of above, we are unable to obtain sufficient appropriate
audit evidence as to whether the Company will be able to
service its debts, realize its assets and discharge its
liabilities as and when they become due over the period of
next twelve months. Accordingly, we are unable to
comment on whether the Company will be able to
continue as Going Concern.

4. KeyAuditMatters

Our report does not include the section of Key Audit
Matters, as our opinion is disclaimed, which is in
accordance with the requirements of the SA 705, as issued
by ICAI.

5. Information other than the financial statements and
Auditor''s Report thereon

The Company''s Board of Directors is responsible for the
preparation of the other information. The other
information comprises the information included in the
Management Discussion & Analysis, Board''s Report and
Corporate Governance Report (but does not include the
financial statements and our auditor''s report thereon)
which are expected to be made available to us after the
date of this auditor''s report.

Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to
be materially misstated.

When we read the other information, if we conclude that
there is material misstatement therein, we are required to
communicate the matter to those charged with
governance and determine the actions under the
applicable laws and regulations.

6. Responsibilities of Management and Those Charged
withGovernanceforthefinancialstatements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to

the preparation of these financial statements that give a
true and fair view of the financial position, financial
performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally
accepted in India, including the accounting standards
specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whetherdue to fraud orerror.

In preparing the financial statements, management is
responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

7. Auditor''s Responsibilities for the Audit of the financial
statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor''s report that includes our opinion.
However, because of the significance of the matter
described in the Basis for Disclaimer Opinion section of our
report, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an
opinion on the aforesaid financial statements.

We are independent of the Company in accordance with
the ethical requirements in accordance with the
requirements of the Code of Ethics issued by ICAI and the
ethical requirements as prescribed under the laws and
regulations applicable to the Company.

8. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor''s report) Order,
2020 ("the Order") issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act,
we give in the "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order to the extent
applicable

ii. As required by section 143 (3) of the Act, based on our
audit we report that:

a. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit, except to the extent
described in the Basis of Disclaimer of Opinion
section above, where we were unable to obtain
such information;

b. In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books,
except to the extent described in the Basis of
Disclaimer of Opinion section above and except for
the matters stated in the paragraph (h)(iv) below
on reporting under Rule 11(g);

c. Balance Sheet, Statement of Profit and Loss
including Other Comprehensive Income, the
Statement of Cash Flow and Statement of
Changes in Equity dealt with by this report are in
agreement with the relevant books of account
which are to be read with the paragraph on the
Basis of Disclaimerof Opinion;

d. Due to the possible effects of the matters
described in the paragraph on Basis for Disclaimer
of Opinion above, we are unable to state whether
the aforesaid financial statements comply with
the Ind AS specified under section 133 of the Act,
read with Companies (Indian Accounting
Standards) Rules, 2015,asamended

e. The matters described in the basis for Disclaimer of
Opinion paragraph including the assessment with
regards to material uncertainty about going
concern as stated above, in our opinion, may have
an adverse effect on the functioning of the
Company;

f. On the basis of written representations received
from the directors as on March 31, 2025, taken on
record by the Board of Directors, none of the
directors is disqualified as on March 31,2025, from
being appointed as a director in terms of section
164 (2) of the Act;

g. With respect to the adequacy of the internal

financial controls with reference to the financial statements of
the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B". Our
report expresses a disclaimer opinion on the adequacy and
operating effectiveness of the Company''s internal financial
controls with reference tofinancial statements;

h. With respect to the requirements of section 197(16)
of the Act, as amended, in our opinion and to the
best of our information and according to the
explanations given to us the managerial
remuneration paid by the Company to its director
during the year is in accordance with the
provisions of section 197 of the Act;

i. Except for the possible effects of the matters
described in the paragraph on Basis for Disclaimer
Opinion above, with respect to the other matters to
be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us;

I. The Company has disclosed the impact of
pending litigations on the financial position in its
financial statements - Refer note 39 to the
financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company;

iv. (a) The Management has represented that to

the best of its knowledge and belief, as
disclosed in the note 53(ii) to the financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the Company
to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.;

(b) The Management has represented that to
the best of its knowledge and belief, as
disclosed in the note 53(iii) to the financial
statements, no funds have been received
by the Company from any person(s) or
entity(ies), including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide
anyguarantee, security or the likeon behalf
of the Ultimate Beneficiaries.

(c) Based on audit procedures that have been
considered reasonable and appropriate in
the circumstances; nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(l) and (ii) of Rule 11(e), as provided under
(a) and (b) above, contains any material
misstatement.

v. No dividend has been declared or paid during

the year by the Company.

vi. Based on our examination, which included test
checks, the Company has used various
accounting software(s) for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and the
same has not operated during the year for all
the relevant transactions recorded in the
respective software(s). In the absence of
adequate information, we are unable to state
that there are any instances of audit trail
feature being tampered with in respect of
these accounting software(s).

In respect of an accounting software, which is
hosted at a third-party service provider
location, where the activities have been
outsourced by the Company, independent
service auditors report has not been made
available to us. Hence, we are unable to
comment upon whether the required
provisions of the Act regarding audit trail for
this software have been complied with in all
aspects. With respect to such software, we are
also unable to comment upon whether there
was any instance of audit trail feature being
tamperedwith.

Pursuant to the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, which came into effect from April 1,2024, and in
accordance with the requirements of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, we report that, based on our
audit procedures and the information and explanations provided to us, the Company has used various accounting
software(s) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has
not been duly maintained and preserved the audit trail, as per the applicable statutory requirements for record retention.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

Ravi Kapoor

Partner

Membership No. 040404
UDIN: 25040404BMLAPH3347
Place: Mumbai
Date: May 12, 2025

Mar 31, 2024

The Members of Praxis Home Retail Limited

1. Disclaimer of Opinion

We have audited the accompanying financial statements of Praxis Home Retail Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

We do not express an opinion on the aforesaid financial statements of the Company, because of the significance of the matter described in the Basis for Disclaimer Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on the aforesaid financial statements.

2. Basis for Disclaimer of Opinion

a) As stated in note no. 41 of the financial statements of the Company, it has "Deposit receivables towards matured lease agreement (which were given in the nature of security deposit)" from a related party of an amount of Rs. 10,100 lakhs. The Company has not identified & recognised loss allowance for expected credit losses (ECL) on such other receivables, which is not in conformity with the requirements of Ind AS 109 "Financial Instruments". Further, we are informed by the management that till date the Company has not received any appropriate / adequate response from the lessor towards refunding such amount. Considering these facts and the available financial position / statement of such related party where there is an indication about material uncertainty towards its ability to continue as going concern and where an Interim Resolution Professional has been appointed by Hon''ble National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 and other relevant surrounding circumstances, we are unable to determine and quantify whether this amount will be fully recoverable and it requires any provision of ECL. These facts also give rise to material uncertainty as regards possible material adjustments that may be required to made to the values of recorded security deposits and unrecorded assets and tax implications, if any, arising on account of settlement of such transactions, which could not be recorded in the financial results on account of these being not readily ascertainable. Pursuant to non-receipt of response from the lessor towards refunding the specified amount and non-determination of the ECL provision and availability of balance confirmation, its impact on the losses and EPS of the Company for the quarter and year ended March 31, 2024 and on the other equity as on the balance sheet date, is not ascertainable. This matter was also modified in our report on the financial results for the year ended March 31, 2023.

b) Balances of trade payables aggregating to Rs. 9,776.20 lakhs and write backs of amounts of Rs. 206.47 lakhs, of respective parties are subject to confirmations and reconciliations, if any, amounts of which are not ascertainable. Hence, we are unable to comment on the correctness of these figures and if any adjustments are required to the said balances as on the March 31, 2024 and related disclosures in the Financial Statements. This matter was also modified in our report on the financial results for the year ended March 31, 2023.

c) As stated in note no. 50 of the financial statements wherein it is stated that the Company has not created provisions towards impairment on Rights of Use assets (ROU), having value of Rs. 10,725.90 lakhs as on March 31, 2024. The Company has incurred cash losses during the year, its net worth is completely eroded and its current liabilities exceed current assets. Inspite of these indicators no assessment of impairment has been carried out. Hence, we are unable to comment upon the impact arising on the loss and EPS for the year ended March 31, 2024 and on the carrying value of ROU & other equity as on March 31, 2024.

d) As explained in note no. 49 of the financial statements, during the year the Company has rectified the cost of its inventories, whereas as per the earlier practice, overheads including the costs which were

yet to be incurred were loaded on a standard rate in the inventory. This approach was not in compliance with Ind AS - 2 "Inventories". Such rectification in the financial statement has not been carried out in accordance with the requirements of Ind AS - 8 "Accounting Policies, Changes in Accounting Estimates and Errors" and Ind AS - 1 "Presentation of Financial Statements" by not restating and presenting the comparative financial statements for an amount of Rs. 838.51 lakhs. This amount has been charged as an exceptional item to the Statement of Profit and Loss, which is also not as per the requirement of Division II of Schedule III. Due to such accounting treatments, losses of the year and other equity as on March 31, 2023 are higher by Rs. 838.51 lakhs, respectively. Impact on the losses of the previous year and on the other equity as on April 1, 2022 and March 31, 2023 of the Company is not known. In addition to this matter, considering the matters described in paragraph 3(a) to 3(c) above, even impact on the EPS of the current year and the previous year is not known. The comparative quarters figures / presentation with regards to these transactions have also not been restated / reclassified.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics.

3. Material Uncertainty Related to Going Concern

We draw attention to note 44 in the financial statements which states that during the year, the company has incurred a cash loss of Rs. 4,942.12 lakhs and its net worth is negative as on the Balance Sheet date. Further, the Company''s current liabilities exceeded its current assets by Rs. 10,045.55 lakhs as at the balance sheet date [excluding the effect of the observations stated in paragraph 2(a), 2(c) and 2(d)]. The Company has also received notice for application under the Insolvency and Bankruptcy Code 2016 from one of the operational creditors. The above situation indicates that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. In view of above, we are unable to obtain sufficient appropriate audit evidence as to whether the Company will be able to service its debts, realize its assets and discharge its liabilities as and when they become due over the period of next twelve months. Accordingly, we are unable to comment on whether the Company will be able to continue as Going Concern.

4. Key Audit Matters

Our report does not includes the section of Key Audit Matters, as our opinion is disclaimed, which is in accordance with the requirements of the SA 705, as issued by ICAI.

5. Information other than the financial statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion & Analysis, Board''s Report and Corporate Governance Report (but does not include the financial statements and our auditor''s report thereon) which are expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations.

6. Responsibilities of Management and Those Charged with Governance for the financial statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

7. Auditor''s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. However, because of the significance of the matter described in the Basis for Disclaimer Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on the aforesaid financial statements.

We are independent of the Company in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

8. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor''s report) Order, 2020 ("the Order") issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a

statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable

ii. As required by section 143 (3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit, except to the extent described in the Basis of Disclaimer of Opinion section above, where we were unable to obtain such information;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except to the extent described in the Basis of Disclaimer of Opinion section above and except for the matters stated in the paragraph (h)(iv) below on reporting under Rule 11(g);

c. Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account which are to be read with the paragraph on the Basis of Disclaimer of Opinion;

d. Due to the possible effects of the matters described in the paragraph on Basis for Disclaimer of Opinion above, we are unable to state whether the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended

e. The matters described in the basis for Disclaimer of Opinion paragraph including the assessment with regards to material uncertainty about going concern as stated above, in our opinion, may have an adverse effect on the functioning of the Company;

f. On the basis of written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of section 164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls with reference to the financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a disclaimer opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to financial statements;

h. With respect to the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us the managerial remuneration paid by the Company to its director during the year is in accordance with the provisions of section 197 of the Act;

i. Except for the possible effects of the matters described in the paragraph on Basis for Disclaimer Opinion above, with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us;

i. The Company has disclosed the impact of pending litigations on the financial position in its financial statements - Refer note 40 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has represented that to the best of its knowledge and belief, as

disclosed in the note 54(ii) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.;

(b) The Management has represented that to the best of its knowledge and belief, as disclosed in the note 54(iii) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contains any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, the Company has used various accounting software(s) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has not operated during the year for all the relevant transactions recorded in the respective software(s). In the absence of adequate information, we are unable to state that there are any instances of audit trail feature being tampered with in respect of these accounting software(s).

In respect of an accounting software, which is hosted at a third-party service provider location, where the activities have been outsourced by the Company, independent service auditors report has been made available to us for the part of the year, however it does not contain any reporting reference in regards to compliance of audit trail feature as prescribed under provision of the Act. Hence, we are unable to comment upon whether the required provisions of the Act regarding audit trail for this software have been complied with in all aspects. With respect to such software, we are also unable to comment upon whether there was any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

Amit Hundia

Partner

Membership No. 120761

UDIN: 24120761BKCMRA2082

Place: Mumbai

Date: May 23, 2024

Mar 31, 2023

Praxis Home Retail Limited

1. QUALIFIED OPINION

We have audited the accompanying financial statements of Praxis Home Retail Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

2. BASIS FOR QUALIFIED OPINION

As stated in note no. 41 of the financial statements, the Company has "Deposit receivables towards matured lease agreement (which were given in the nature of security deposit)" from a related party of an amount of Rs. 10,100 lakhs. The Company has not identified & recognized loss allowance for expected credit losses (ECL) on such other receivables, which is not in conformity with the requirements of Ind AS 109 "Financial Instruments". Considering the available financial position / statement of such related party where there is an indication about material uncertainty towards its ability to continue as going concern and where an Interim Resolution Professional

has been appointed by Hon''ble National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 and other relevant surrounding circumstances, we are unable to determine and quantify whether this amount will be fully recoverable and it requires any provision of ECL. Further, as stated in note no. 49, the balances of payables and receivables are subject to confirmation and reconciliation, if any. Pursuant to the non-determination of the ECL provision & complete availability of balance confirmations, its impact on the losses, net worth and EPS of the Company for the year ended March 31, 2023 and as on the balance sheet date, is not ascertainable.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the financial statements.

3. MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

Attention is invited to note no. 44 of the financial statements which states that the Company has incurred net loss of '' 2,101.39 lakhs during the year ended March 31, 2023 and, as of that date, the Company''s current liabilities exceed its current assets which indicate a material uncertainty that may cast a significant doubt on the Company''s ability to continue as a going concern. However, the financial statements are prepared on a going concern basis for the reasons stated in the aforesaid note.

Our conclusion is not modified in respect of this matter.

4. EMPHASIS OF MATTER

Attention is invited to note no. 18 of the financial statements which states that the Company could not redeem the 9% Non-Cumulative Redeemable Preference Shares of g 100/- each ("NCRPs") aggregating to '' 630.00 lakhs held by

Future Enterprises Limited ("FEL") which were due for redemption on December 08, 2022, for the reasons stated therein.

Our conclusion is not modified in respect of this matter.

5. KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How our audit addressed the key audit matters
i) Inventories	Our audit procedures included but were not limited to
As of March 31, 2023, the total inventory	the following:
aggregates to '' 6,633.64 lakhs in the	- We have obtained list of inventories lying at
financial statements of the Company	various stores / warehouses along with the details
which represents 21% of the total assets of	of it''s carrying value from the management as at
the Company. Refer note 9 of the financial	March 31, 2023;
statements.	- Assessed the appropriateness of the Company''s
For accounting principles and relevant	accounting policy for valuation of inventories.
accounting policy on inventory refer note 2.12 to the financial statements.	- We have verified the valuation of different
	categories of inventories on test check basis;
The Company is exposed to risk of slow-moving and/or obsolete inventory as a result of seasonal/festival demand for products and shrinkages in the inventory.	- We evaluated the appropriateness of the basis and processes used by management in determining the net realisable value of inventories.
Significant judgment is required for the estimation of the net realisable value and allowance for slow-moving and obsolete inventories. Such estimation is made after	- We have obtained the Physical Verification report, for the physical verification carried out during
	the year by the stock auditor of the Company for different locations and relied upon their reports.;
taking into consideration factors such as	- We obtained inventory reports for calculation of
movement in price, current and expected	the shrinkage value of inventories lying at various
future market demand and pricing	stores /warehouse from the management, which
competition.	has been performed by the stock auditor.
As such, we determined that this is a key	- We reviewed the Company''s disclosures towards
audit matter.	inventories which is as mentioned in note 9 of the financial statements.

Key audit matters	How our audit addressed the key audit matters
ii) Accounting for Leases under Ind AS 116	Our audit procedures included but were not limited to
As at March 31, 2023, the Company has	the following:
Right of Use (RoU) assets (net value) of	â¢ Assessed the design and implementation of the
Rs.10,364.48 lakhs and Lease liabilities (non-	key controls relating to the determination of the
current and current) of Rs.10,402.01 lakhs	Ind AS 116 impact disclosure.
recognized under Ind AS 116 pertaining to the premises leased by the Company, which represents 33% of the total assets and total equity & liabilities of the Company. Ind AS 116 has a significant impact on the reported assets, liabilities and the statement of profit	â¢ We have read a sample of contracts to assess whether leases have been appropriately identified, agreed the inputs used in the quantification to the lease agreements the discount rate applied and performed computation checks.
& loss of the Company.	â¢ Assessed the accuracy of the lease data by
Accounting under Ind AS 116, requires significant judgement and estimate in identification of lease arrangement and	testing the lease data captured by Management for a sample of leases through the inspection of lease documentations.
lease period, determining the RoU assets	â¢ Tested the completeness of the lease data
and lease liabilities using the appropriate	by reconciling the Company''s existing lease
discount rate, appropriate recognition of	commitments to the lease data used in the Ind AS
rent concession and modification to terms	116.
of the underlying agreements. Accordingly, the same is considered a key audit matter in our audit of the financial statements.	â¢ Verification of the data for recognition of lease liability, right of use assets, depreciation and interest.
	â¢ Assessed the Company''s accounting policy, as
	stated in the note 2.24 of the financial statement, with respect to recognition of leases to ensure they are in accordance with requirements of Ind AS 116.
	â¢ Assessed whether the disclosures included in the
	notes 3(b) and 33 of the financial statements are in conformity with the applicable standard.

6. INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion & Analysis, Board''s Report and Corporate Governance Report (but does not include the financial statements and our auditor''s report thereon) which are expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations.

7. RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

8. AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

i. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

ii. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv. Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of the misstatement in the statement that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the statement may be influenced. We consider quantitative materiality and qualitative factors in; (i) planning the scope of our audit work and evaluating the results of our work; and (ii) to evaluate the effects of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

9. OTHER MATTER

The comparative financial statements of the Company, as stated in the financial statements, for the year ended March 31, 2022, were audited by the predecessor auditor who expressed an unmodified opinion on those financial statement on May 14, 2022. Accordingly, we do not express any opinion on the figures reported in the financial statements for the year ended March 31, 2022.

Our opinion is not modified in respect of this matter.

10. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

i. As required by the Companies (Auditor''s report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ii. As required by section 143 (3) of the Act, based on our audit we report that:

a. Except as stated in the paragraph on Basis for Qualified Opinion, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. Except for the possible effects of the matters described in the paragraph on Basis for Qualified Opinion above, in our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c. Except as stated in the paragraph on Basis for Qualified Opinion, the Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account;

d. Except for the possible effects of the matters described in the paragraph on Basis for Qualified Opinion above, in our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls with reference to the financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a modified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to financial statements;

g. With respect to the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us the managerial remuneration paid by the Company to its director during the year is in accordance with the provisions of section 197 of the Act;

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,

2014, as amended in our opinion and to the best of our information and according to the explanations given to us;

i. The Company has disclosed the impact of pending litigations on the financial position in its financial statements - Refer note 40 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has

represented that to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether

recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.;

(b) The Management has represented that to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding,

whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that

the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

For Singhi & Co.

Chartered Accountants Firm Registration No. 302049E

Amit Hundia

Partner

Membership No. 120761 UDIN: 23120761BGYVUC9956

Place: Mumbai Date: May 27, 2023

Mar 31, 2018

Report on the Ind AS Financial Statements

1. We have audited the accompanying financial statements of Praxis Home Retail Limited (formerly known as Praxis Home Retail Private Limited) (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Ind AS Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of state of affairs (financial position), loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31^st March, 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters

9. The comparative financial information of the Company for the year ended 31^st March, 2017 and the transition date opening balance sheet as at 1^st April, 2016 included in these Ind AS financial statements are based on previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by M/s Rajen Damani & Associates, Chartered Accountants whose report for the year ended 31^st March, 2017 and 31^st March, 2016 dated 10^th April, 2017 and 30^th June, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigations as at 31^st March, 2018 on its financial position in its Ind AS financial statements;

ii. The Company has no long-term contracts and derivative contracts as at 31^st March, 2018 for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31^st March, 2018;

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. As informed, the discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any company, firm, limited liability partnerships or other party covered in the register maintained under Section 189 of the Act. Accordingly, the provisions stated in paragraph 3(iii) (a), (b) & (c) of the Order are not applicable.

(iv) The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Accordingly, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) I n our opinion and according to the information given to us, no cost records have been prescribed by the Central Government of India under sub section (1) of section 148 of the Act.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, goods and service tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, sales tax, goods and service tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable were outstanding for a period of six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, goods and service tax, service-tax, duty of customs, and duty of excise or value added tax which have not been deposited on account of any dispute.

(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not availed any loans or borrowings from any financial institution or bank or Government or dues to debenture holders. Hence, the reporting requirement under paragraph 3(viii) of the Order is not applicable.

(ix) During the year the Company has not raised money by way of initial public offer or further public offer (including debt instruments) and term loans hence the reporting requirements under paragraph 3(ix) of the Order is not applicable.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

(xi) During the year, the Company has paid managerial remuneration in excess of the limits prescribed under Schedule V of Section 197 of the Act and the said excess amount was recovered from the Key Managerial Personnel during the year ended 31^st March, 2018.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and accordingly the provision of the clause 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable.

The details of related party transactions as required under Ind AS 24, Related Party Disclosures specified under Section 133 of the Act, have been disclosed in the Ind AS financial statements.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any noncash transactions with its Directors or persons connected to its Directors.

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Praxis Home Retail Limited (formerly known as Praxis Home Retail Private Limited) (âthe Companyâ) as of 31^st March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, specified under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Pathak H. D. & Associates

Chartered Accountants

Firmâs Registration No:107783W

Vishal D. Shah

Partner

Membership No:119303

Place: Mumbai

Date: 28^th May, 2018

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