Directors Report of Praxis Home Retail Ltd.

Mar 31, 2025

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 (rs. in Lakhs)

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:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ 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 Company''s 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 Company''s 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:

â¢ Mr. Ashish Bhutda -CEO& Whole-time Director;

â¢ Mr. SamirKedia - Chief Financial Officer*

â¢ 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.

â¢ 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 Directors''Appointmentsand 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 Company''s code of
conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairperson of the Audit Committee of the Company for redressal. The establishment of Vigil Mechanism is available
on the website of the Company at https://www.praxisretail.in/assets/download/Vigil-Mechanism-and-Whistle-
Blower-Policy.pdf

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 Company''s internal control systems are commensurate with the nature of its business, the size and complexity of
its operations and such internal financial controls with reference to the Financial Statements are adequate. The
Company has in place adequate internal controls with reference to financial statements. Key risks and threats to the
Company and internal controls and their adequacy are analysed in the 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 Management''s 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 2024Â¬
25. 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 arm''s 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 [email protected].

This disclosure reinforces the Company''s 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 Company''s 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
Hon''ble 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 Company''s 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 oneÂ¬
time 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

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS		(Rs. in Lakhs)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	21,957.77	38,604.55
Other Income	636.16	937.11
Total Income	22,593.93	39,541.66
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense and after exceptional items	(4,942.11)	1,501.23
Less: Depreciation and Amortization expense	3,629.13	3,602.62
Profit / (Loss) before Tax and after exceptional items	(8,571.25)	(2,101.39)
Profit / (Loss) after Tax and exceptional items	(8,571.25)	(2,101.39)
Other Comprehensive Income/(Loss) for the Year	(49.11)	(61.7)
Total Comprehensive Income/(Loss) for the Year	(8,620.35)	(2,163.09)

FINANCIAL PERFORMANCE

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

DIVIDEND AND RESERVES

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

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

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

PUBLIC DEPOSITS

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

SHARE CAPITAL

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Committee of Directors

â¢ Share Transfer Committee

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

Independent Directors

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

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

Key Managerial Personnel

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

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

â¢ Mr. Samir Kedia - Chief Financial Officer

â¢ Ms. Sanu Kapoor- Company Secretary

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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

VIGIL MECHANISM

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

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

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

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

HUMAN RESOURCES

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

EMPLOYEE STOCK OPTION PLANS

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

LOANS, GUARANTEES & INVESTMENTS

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

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

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

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

Explanation to Auditors'' Comment.

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

Secretarial Auditor

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

The Secretarial Audit Report does not contain adverse remarks.

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

COSTRECORDS

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the Remuneration of Directors and Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-IV, which is annexed to this Report.

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

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

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

ANNUAL RETURN

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

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

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

MATTER UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

UNCLAIMED SUSPENSE ACCOUNT

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

SECRETARIAL STANDARDS

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

GENERAL

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

ACKNOWLEDGEMENT

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

Mar 31, 2023

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

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	38,604.55	39,889.22
Other Income	937.11	8,214.46
Total Income	39,541.66	48,103.68
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense and after exceptional items	1,501.23	5,712.90
Less: Depreciation and Amortization expense	3,602.62	4,289.34
Profit / (Loss) before Tax and after exceptional items	(2,101.39)	1,423.56
Profit / (Loss) after Tax and exceptional items	(2,101.39)	1,423.56
Other Comprehensive Income/(Loss) for the Year	(61.7)	38.48
Total Comprehensive Income/(Loss) for the Year	(2,163.09)	1,462.04

FINANCIAL PERFORMANCE

During the year under review, the total income for FY 2022-23 was g 39,541.66 Lakh, lower by 18% over the previous year''s total income of g 48,103.68 lakh in FY 2021-22. The Loss after Tax for FY 2022-23 was g 2,101.39 Lakh as compared to Profit after Tax of g 1,423.56 lakh for FY 2021-22.

DIVIDEND AND RESERVES

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

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

PUBLIC DEPOSITS

SHARE CAPITAL

During the year under review, the Company had issued and allotted 2,62,000 and 1,00,000 equity shares of face value of ''5/- each of the Company, pursuant to exercise of stock options by the eligible employees under ESOP Plan 2021 on 11th February, 2023 and 27th February, 2023 respectively. As a result of such allotment, the aggregate paid-up Equity Share Capital of the Company increased from g 37,65,40,560/- divided into 7,53,08,112 equity shares of the face value of g 5/- each fully paid-up to

g 37,83,50,560/- divided into 7,56,70,112 equity shares of the face value of g 5/- each fully paid-up and Preference Share Capital of the Company stands at g 6,30,00,000/- only divided into 6,30,000 Preference Shares of the face value of g 100/- each fully paid-up.

Subsequent to the closure of the financial year under review, with the consent of the shareholders by means of Postal Ballot, the Authorised Share Capital of the Company was increased from g56,30,00,000 divided into 10,00,00,000 Equity Shares having face value of g5/- each and 6,30,000 Preference Shares having face value of g100/- each by addition of 5,00,00,000 Equity Shares having face value of g5/-each to g81,30,00,000 divided into 15,00,00,000 Equity Shares having face value of g5/- each and 6,30,000 Preference Shares having face value of g100/- each as per the applicable provisions of the Companies Act, 2013.

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS

MEETINGS OF THE BOARD

During the year under review, 5 (Five) Meetings of the Board of Directors were held, details of which are given in the Corporate Governance Report which forms a part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Share Transfer Committee

â¢ Committee of Directors

â¢ Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the Financial Year ended March 31, 2023;

iii. they have taken proper and 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, 2023 on a going concern basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

Ms. Avni Biyani (DIN: 02177900), resigned from the position of directorship w.e.f. December 8, 2022 and Mr. Shrirang Sarda (DIN: 00576667), resigned from the position of directorship w.e.f. March 21, 2023.The Board of Directors places on record its appreciation for contributions made by them during their tenure.

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

During the year under review, Ms. Smita Chowdhury has resigned from the position of Company Secretary & Compliance Officer w.e.f. March 2, 2023 and Ms. Sanu Kapoor has been appointed as Head Legal & Company Secretary w.e.f. March 23, 2023.

Independent Directors

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

circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

â¢ Mr. Mahesh Shah (DIN: 01488017) - Managing Director

â¢ Mr. Samir Kedia - Chief Financial Officer

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

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

Familiarization Programme for Independent Directors

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

Policy on Directors'' Appointment and Remuneration

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

VIGIL MECHANISM

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

minimisation procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to. The Audit Committee has additional oversight in their area of financial risk and internal controls.

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

HUMAN RESOURCES

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

EMPLOYEE STOCK OPTION PLANS

In order to enable the employees of the Company to participate in its future growth and success, the Company has Employee Stock Option Plans. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY23 with respect to all the ESOP policies have been provided on the website of the Company at https://www.praxisretail.in/esop-disclosures-new.html

LOANS, GUARANTEES & INVESTMENTS

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

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

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

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

Secretarial Auditor

The Company has appointed Mr. Anant Gude of M/s. Anant Gude & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the FY 2022-23. The ''Secretarial Audit Report'' in prescribed Form MR-3 for the FY 2022-23 is appended as Annexure-I which forms part of this Report. Further pursuant to Regulation 24A of the Listing Regulations Annual Secretarial Compliance Report for the year ended March 31, 2023, is also appended with the said Secretarial Audit Report.

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

COST RECORDS

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

PARTICULARS OF EMPLOYEES

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

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

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year ended March 31, 2023 is available on the website of the Company at https://www.praxisretail.in/annual-reports.html

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

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

MATTER UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

- Mumbai Bench (''Hon''ble NCLT'') seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company, and the matter is last listed for hearing on June 01 2023.

REGULATION 39(4) OF THE LISTING REGULATIONS- UNCLAIMED SUSPENSE ACCOUNT

However, the Voting Rights (VRs) on these shares shall remain frozen till the rightful owner of such shares claims the shares.

SECRETARIAL STANDARDS

support, firm confidence professed on us and cooperation provided to the Company by its partners viz. our valued shareholders, customers, employees, suppliers, other business associates, bankers, regulatory authorities and all other stakeholders.

GENERAL

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

ACKNOWLEDGEMENT

Your Board of Directors would like to thank and place on record their appreciation for the continued

Mar 31, 2018

The Members,

The Directors are pleased to present the Seventh Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows

Rs. in Lakh

Particulars	Financial Year	Financial Year
	2017-18	2016-17
Revenue from Operations	38,054.06	665.23
Other Income	237.51	29.63
Total Income	38,291.57	694.86
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense	(248.11)	(1,989.41)
Less: Depreciation and Amortization expense	29.44	32.23
Profit / (Loss) before Tax	(277.55)	(2,021.64)
Less: Tax expense	(78.45)	(15.62)
Profit / (Loss) after Tax	(199.10)	(2,006.02)
Other Comprehensive Income for the year	20.93	(0.47)
Total Comprehensive Income for the year	(178.17)	(2,006.49)
Earnings Per Equity Share of Face Value of Rs. 5/- each
- Basic (in Rs.)	(2.67)	(12,602.35)
- Diluted (in Rs.)	(2.67)	(12,602.35)

REVIEW OF PERFORMANCE

During the financial year under review, the Company had a total income of Rs. 38,291.57 Lakh. The total expenditure during the year was Rs. 38,569.12 Lakh. During the year, the Scheme of Arrangement between Future Retail Limited (âFRLâ) and Bluerock eServices Private Limited (âBSPLâ) and the Company and their respective Shareholders under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 (âthe Actâ) and other applicable provisions of the Act was made effective on 20^th November, 2017 from 1^st August, 2017 (1^st Appointed Date) for demerged Home Retail Business Undertaking of FRL and 15^th April, 2016 (2^nd Appointed Date) for e-Commerce Home Retail Business Undertaking of BSPL, hereinafter referred to as âthe Respective Appointed Datesâ. The Company had implemented various adjustments including accounting treatments of incoming Business Undertakings from FRL and BSPL in pursuance of the Order passed by the Honâble Mumbai Bench of National Company Law Tribunal (âNCLTâ) dated 10^th November, 2017 and as per Indian Accounting Standards (Ind AS) adopted for the first time from financial year 2017-18. The Company has incurred a loss of Rs. 199.10 Lakh for the year under review after tax adjustments.

Your Directors do not recommend to carry any amount to the reserves.

We are the pioneers in home decor in India. HomeTown is born out of a passion for design and quality, and the commitment to make beautiful homes and better life for our customers through our stores and online presence. Our product assortment is wide in function as well as style. Our retail business format started its journey in 2007 with our first store in Noida as a one-stop shop destination for home solutions. We offer a clearly defined home offering with a wide assortment in furniture, homeware, customized solutions in kitchen and wardrobes and home improvement. We extended our presence online in 2016 with a specially curated assortment of product offering, catering to the specific needs of the new-age online customers.

Today we have a strong presence with 39 stores across 26 cities. Our expansion plan is long-term and we plan to expand our brick and mortar as well as online presence through new stores across in existing and new potential markets and digital marketplaces respectively.

SCHEME OF ARRANGEMENT

Scheme of Arrangement between Future Retail Limited (âFRLâ) and Bluerock eServices Private Limited (âBSPLâ) and the Company and their respective Shareholders under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (âthe Schemeâ).

During the year under review, pursuant to the Scheme of Arrangement between Future Retail Limited (âFRLâ) and Bluerock eServices Private Limited (âBSPLâ) and Praxis Home Retail Limited (âPHRLâ or âthe Resulting Companyâ or âthe Companyâ) and their respective Shareholders under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (âthe Schemeâ) and the post-effective date being 20^th November, 2017, (âEffective dateâ), the Home Retail Business Undertaking of FRL and e-Commerce Home Retail Business Undertaking of BSPL vested with the Company with effect from the Respective Appointed Dates.

SHARE CAPITAL

Pursuant to the provisions of Section 66 of the Act and in pursuance of the Scheme approved by the Honâble Mumbai Bench of NCLT, the issued, subscribed and paid-up equity share capital of the Company aggregating to Rs. 5,00,000/- was cancelled and consequently the paid-up share capital of the Company was reduced to that extent upon the Scheme becoming effective.

Further in consideration for the transfer and vesting of the Home Retail Business Undertaking of FRL in the Company, 1 (one) fully paid up Equity Share of Rs. 5/- each was issued and allotted to the shareholders of FRL for every 20 (Twenty) fully paid up equity shares of Rs. 2/- each held by them in FRL on 30^th November, 2017 being the Record Date. Post issue of the aforesaid shares, the Equity Shares of the Company were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), w.e.f. 31^st January, 2018.

Further, 17,061 fractional shares arising out of the said allotment were consolidated and Share Certificate was issued to Mr. Anant Gude, Trustee for the shares appointed by the Company in this behalf. The said shares were dematerialized and then sold in the open market on 4^th April, 2018. The net sale proceeds to extent of the entitlement of the individual shareholders were then disbursed to them on 17^th April, 2018 by either crediting their bank account or issuing warrant for the same.

Any unpaid / unclaimed amount lying in the said Bank Account of the Company with Axis Bank designated for Fractional Shares Sale Proceeds for seven years or more shall be transferred to the Investor Education and Protection Fund in terms of Section 125 (2) (l) of the Act and the relevant rules made thereunder.

Further pursuant to the Scheme and in consideration for transfer and vesting of e-Commerce Home Retail Business Undertaking of BSPL in the Company, 6,30,000 (Six Lakh Thirty Thousand) 9% Non-cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up were issued to the shareholders of BSPL.

BUSINESS OUTLOOK

Over the last few years, home decor business has contributed to a visible share in the economy one of the biggest reason being that people have started taking their home as the reflection of themselves and so a lot of people are now spending more on both furniture and fixtures and also on home decor. Factors like rise in disposable income, better education and also the growing trend of individuals opting for professional services to do their interiors have together led to a rise in this industry.

Overview

The same is discussed in detail in Management Discussion and Analysis (MDA) which forms part of this Report.

DIVIDEND

Your Directors do not recommend any dividend for financial year 2017-18.

INVESTMENTS AND DISINVESTMENTS

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

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and as such, no amount in the nature of principal or interest on deposits from public was outstanding as at 31^st March, 2018.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITOR AND AUDITORâS REPORT Statutory Auditor

M/s. Pathak H.D. & Associates, Chartered Accountants (Firm Registration No. 107783W) were appointed as the Statutory Auditor of the Company at the Sixth Annual General Meeting held on 21^st September, 2017 for a period of five years from the conclusion of the Sixth Annual General Meeting till the conclusion of the Eleventh Annual General Meeting of the Company. However, pursuant to the first proviso to Section 139(1) of the Act, their appointment was subject to ratification by the Members in every Annual General Meeting during the said term.

The above mentioned proviso was omitted by Companies (Amendment) Act, 2017 and the same was notified by the Ministry of Corporate Affairs with effect from 7^th May, 2018. Therefore, in light of the said amendment the appointment of M/s. Pathak H.D. & Associates, Chartered Accountants as Statutory Auditor continues for the aforesaid term of five years, without seeking any further ratification by the shareholders of the Company till the conclusion of their tenure and that the Board of Directors shall fix their remuneration for the said period in addition to reimbursement of actual out-of-pocket expenses as may be incurred by them in the performance of their duties.

The Company has received a written confirmation from the Statutory Auditor that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

Auditorâs Report

The Statutory Auditor of the Company has issued the Auditorâs Report on the Financial Statements of the Company for the year ended 31^st March, 2018 with unmodified opinion and does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

M/s. Anant Gude & Associates, Practicing Company Secretary (Membership No. 7219 / COP No. 18623), was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Act and the relevant Rules made thereunder.

The Secretarial Audit Report in prescribed Form MR-3 for the financial year 2017-18 is appended as Annexure-I which forms part of this Report. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

POLICIES & DISCLOSURE REQUIREMENTS

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

Details of programs for familiarization of Independent Directors with the Company, are available on the website of the Company at the link http://www. praxisretail.in/assets/download/3.Independent_ Director_Familiarization_Program_Final.pdf

Policy for determining material subsidiaries of the Company is available on the website of the Company at the link http://www.praxisretail.in/assets/download/9. Policy_for_determining_Material_Subsidiary.pdf

Policy for determining Materiality of Events of the Company is available on the website of the Company at the link http://www.praxisretail.in/assets/download/8. Policy_for_Determining_Materiality_of_Events_CG.pdf

Policy for archival of documents of the Company is available on the website of the Company at the link http://www.praxisretail.in/assets/download/7.Archival_ Policy_FInal.pdf

The Code of Conduct for the Board of Directors and Senior Management Personnel of the Company is available on the website of the Company at the link http://www.praxisretail.in/assets/download/1.Code-of-Conduct_for_Directors_and_Senior_Management_ Final.pdf

Policy on dealing with Related Party Transactions is available on the website of the Company at the link http://www.praxisretail.in/assets/download/10.Policy_ for_dealing_with_RPTs_Final.pdf

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

The Company has formulated and disseminated a Whistle-Blower Policy to provide Vigil Mechanism for employees and Directors of the Company to promote responsible and secure whistle blowing mechanism and to provide a channel to the employee(s) and Directors of the Company to report to the Management genuine concerns about unethical behavior, actual or suspected fraud that could have serious impact on the operations and performance of the business or violation of the Code of Conduct or Policy(ies) of the Company, as adopted/framed from time to time. The aforesaid Policy is in compliance with the provisions of the Act and Listing Regulations. The aforesaid policy is available on the website of the Company at the link http://www.praxisretail.in/assets/download/5.Vigil_ Mechanism_Final.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Pawan Agarwal, Mr. Mukesh Agarwal and Mr. Krishan Kumar Biyani were appointed as Additional Directors on the Board w.e.f. 18^th April, 2017, subsequently they were appointed as Directors in the Sixth Annual General Meeting of the Company held on 21^st September, 2017. Mr. Girdhar Pathak and Mr. Rajendra Chaturvedi, Directors of the Company resigned w.e.f. 20^th April, 2017.

Mr. Viraj Didwania was appointed as Additional Director designated as Managing Director of the Company by the erstwhile Board of Directors w.e.f. 12^th October, 2017. The shareholders at the Extraordinary General Meeting of the Company held on the even date approved the appointment of Mr. Viraj Didwania as Managing Director with nil remuneration as the Company did not have any business activity during that period. The proposal for revision in his remuneration is set out at agenda item no. 4 of the Notice convening the ensuing Annual General Meeting of the Company. Further the Board re-designated Mr. Viraj Didwania as Chairman & Managing Director w.e.f. 12^th December, 2017. Pursuant to the provisions of Section 152 of the Act, he holds the office of Additional Director upto the ensuing Annual General Meeting of the Company and is proposed to be appointed as a Director designated as âChairman & Managing Directorâ of the Company pursuant to Section 160 of the Act. The Company has received notice from the member(s) under Section 160 of the Act signifying their intention to propose the candidature of Mr. Viraj Didwania for the Office of Director of the Company.

During the year under review, Mr. Shrirang Sarda was appointed as Additional Director designated as Non-Executive Non-Independent Director and Mr. Shantanu Shah, Mr. Pankaj Bhargava, Mr. S. Subramanian and Ms. Sridevi Badiga were appointed as Additional Directors w.e.f. 12^th December, 2017, designated as Independent Directors on the Board of Directors of the Company and pursuant to the provisions of Section 152 of the Act hold office upto the date of the ensuing Annual General Meeting.

The Company has received notice(s) from the members under Section 160 of the Act signifying their intention to propose the candidatures of Mr. Shrirang Sarda, Mr. Shantanu Shah, Mr. Pankaj Bhargava, Mr. S. Subramanian and Ms. Sridevi Badiga for the Office of Director of the Company.

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

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16 (1) (b) and 25 of the Listing Regulations.

During the year under review (i) Mr. Harish Parasuram was appointed as Chief Financial Officer (CFO) with effect from 1^st November, 2017 and (ii) Ms. Smita Chowdhury was appointed as Company Secretary with effect from 22^nd August, 2017 and re-designated as Company Secretary & Compliance Officer with effect from 12^th December, 2017.

COMMITTEES OF THE BOARD OF DIRECTORS

Post the Scheme becoming effective and the listing of equity shares of the Company on the Stock Exchanges, your Board has constituted various committees as required under the Act and the Listing Regulations.

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

NUMBER OF MEETINGS OF THE BOARD

During the year under review (14) fourteen meetings of the Board of Directors were held, details of which are given in the Corporate Governance Report which forms part of this Annual Report.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES

The Company does not have any holding, subsidiary or joint venture or associate company.

PERFORMANCE EVALUATION OF BOARD

Pursuant to Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors has constituted the Nomination and Remuneration Committee (NRC), the details of which are given in the Corporate Governance Report which forms part of this Annual Report. Further as prescribed NRC has formulated criteria for evaluation of performance of Independent Directors and the Board of Directors.

Accordingly, the Board has carried out an annual evaluation of its own performance, its Committees and the Directors individually.

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

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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of this Annual Report. The same is available on the website of the Company at the link http://www.praxisretail.in/assets/ download/4.Remuneration_Policy_Final.pdf

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined 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 has delegated responsibility to the Audit Committee to monitor and review risk management, assessment and minimization 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. Further, the Audit Committee has delegated the Internal Auditors with the role of risk management assessment and minimization procedures and also periodically reviews with them the existing procedures and measures to improvise the same.

The Company has in place adequate internal financial controls with reference to financial statements. Key risks and threats to the Company and internal controls and their adequacy are analyzed in the Management Discussion and Analysis, which forms part of this Report.

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

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

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the POSH Act.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (âCSRâ) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Company was not required to spend any amount on CSR activities, since the Company does not fit into the criteria specified in Section 135 of the Act. The disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure-II.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with Related Parties as defined under the Act and the Listing Regulations, were in the ordinary course of business and on an armâs length basis. The disclosure of Related Party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is given in Annexure-III of this Report.

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for the financial year ended 31^st March, 2018;

iii. the directors 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. the directors have prepared the annual accounts for the financial year ended 31^st March, 2018 on a going concern basis;

v. the directors, further state that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. Shantanu Shah, Independent Director as Chairperson of the Committee, Ms. Sridevi Badiga, Independent Director, Mr. S. Subramanian, Independent Director, Mr. Pankaj Bhargava, Independent Director and Mr. Viraj Didwania, Chairman & Managing Director, as members of the Committee. There were no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

COST RECORDS

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-IV, which is annexed to this Report.

In terms of the provisions of second proviso to Section 136(1) of the Act, information pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is excluded from the Annual Report being sent to the members of the Company and is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished on request. The full Annual Report including aforesaid information is being sent electronically to all those members who have registered their e-mail addresses and also is available on the website of the Company.

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

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

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, an extract of Annual Return in the prescribed Form MGT-9 is appended as Annexure-VI which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS

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

REGULATION 39(4) OF THE LISTING REGULATIONS -UNCLAIMED SUSPENSE ACCOUNT

Pursuant to the Scheme 1 (one) equity share of the Company was allotted to shareholders of Future Retail Limited (FRL) for every 20 equity shares held by them in FRL on 30^th November, 2017, being the Record Date. Accordingly 5,034 equity shares allotted on 8^th December, 2017 against 1,00,710 equity shares of FRL lying in the Unclaimed Suspense Account held by 184 shareholders were credited to the Unclaimed Suspense Account opened and maintained by the Company in this regard.

During the year under review, no shares were claimed out of such unclaimed shares. All the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. However, the Voting Rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Further details pursuant to Regulation 39 (4) read with Schedule V of the Listing Regulations is given in the Corporate Governance Report which forms part of this Annual Report.

SECRETARIAL STANDARDS

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes that have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of this Report.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Viraj Didwania

Place: Mumbai Chairman & Managing Director

Date : 28^th May, 2018 DIN : 02412474

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