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

  

    
Particulars
    
FY 2024-25
    
FY 2023-24
  
  

    
Revenue from Operations
    
11,896.96
    
21,957.77
  
  

    
Other Income
    
3,914.69
    
636.11
  
  

    
Total Income
    
15,811.65
    
22,593.93
  
  

    
Profit / (Loss) before Depreciation and
    Amortization Expense & Tax expense and after exceptional items
    
(6,243.33)
    
(4,942.12)
  
  

    
Less: Depreciation and Amortization expense
    
2,745.48
    
3,629.13
  
  

    
Profit / (Loss) before Tax and after
    exceptional items
    
(3,497.85)
    
(8,571.25)
  
  

    
Profit / (Loss) after Tax and exceptional
    items
    
(3,497.85)
    
(8,571.25)
  
  

    
Other Comprehensive Income/(Loss) for the
    Year
    
(55.57)
    
(49.11)
  
  

    
Total Comprehensive Income/(Loss) for the
    Year
    
(3,553.42)
    
(8,620.35)
  

 Financial Performance andFuture Outlook 
During the year under review, the operational income for FY 2024-25 was
Rs. 11,896.96 Lakh as against Rs. 21,957.77 Lakh in FY 2023-24. Loss for FY 2024-25 was
Rs. 3.497.85 Lakh as against Loss of Rs. 8,571.24 Lakh during FY 2023-24. Performance of
the Company was adversely affected on account of various factors including short supply
inventory on account of weak financial position. Throughout the FY 2024-25, most of the
stores were running below their potential and operations resulted into losses due to poor
replenishment of merchandise. The Company has also put on hold its plans to open new
stores and incur any new capex to control the costs. In order to conserve financial
resources, various steps have been taken including cost rationalization plans,
renegotiation of store contracts to align its cost with the volume and margins,
negotiations with the vendors for higher credit period etc. The Company was able to raise
funds through right issue which would help the Company to sail through the challenging
time. Overall, the management is verycautiousaboutthefuture plansand outlook.
 Dividend 
In view of losses,your Directors are unabletorecommend
anydividendforthe FY2024-25.
 Reserves 
For the FY 2024-25, an amount of Rs. 1,200.00 Lakh forfeited on account
of unexercised warrants were carried to the capital reserves. There is no further amount
proposed to be transferred to any other reserves.
 Change in the nature of the Business 
There has been no change in the nature of business of the Company.
 Subsidiary,JointVentureandAssociates 
During the FY 2024-25, the Company did not have any subsidiary,
jointventureand associate companies.
 Public Deposits 
Duringthe FY 2024-25, the Company did not acceptanyfixeddeposits from
the public and noamountin the nature of principal orinterest on deposits from publicwere
outstanding as of March 31,2025.
 Securities 
During the FY 2024-25, the Company -
a. Issued and allotted 45,06,729 sharewarrants on preferential basis
priced at Rs.43.26 per share warrant;
b. increased the authorised share capital from Rs.10,630.00 Lakh to
15,630.00 Lakh bycreating 10,00,00,000 new equity shares;
c. issued and allotted 1,00,00,000 fully paid-up equity shares upon
exercise of share warrants;
 Corporate Governance 
Pursuant to regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a report on Corporate Governance along with a certificate
from a Practicing Company Secretary certifying compliance with conditions of Corporate
Governance is separatelyannexed.
 Management Discussion and Analysis 
Pursuant to regulation 34(3) of SEBI (Listing Regulations and
Disclosure Requirements) Regulations, 2015, a report on Management Discussion and Analysis
is separately given which also includes the state of affairs ofthe Company.
 Board and Committees 
During the FY 2024-25, five meetings of the Board of Directors were
held, details of which are given in the report on Corporate Governance. The Company has
constituted the following Committees statutorily required in compliance with the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' RelationshipCommittee
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance. All
recommendations made by theCommittees were accepted bythe Board.
During theyear,theCorporate Social Responsibility Committee was
dissolved asthesamewas notapplicable.
 Directors' Responsibilities Statement 
Pursuant totheprovisionsofSection134(5) oftheAct,theBoard of Directors
of the Company hereby confirms that:
I. in the preparation of the annual accounts for the Financial Year
ended March 31,2025, the applicable accounting standards have been followed alongwith
proper explanation relating to material departures;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and ofthe loss of the Company for the Financial Year ended March 31,2025;
III. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. they have prepared the annual accounts for the Financial Year ended
March 31,2025 on a going concern basis;
V. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls were adequate and were operating
effectively; and
VI. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
 Details of Directors 
During the FY 2024-25:
- Mr. Mahesh Shah - Non Executive Director, resigned effective from
June 28,2024;
- Mr. Swetank Jain - CEO & Whole-time Director, resigned effective
from August 13,2024;
- Mr. Vijai Singh Dugar was appointed as an Independent Director
effective from August 12,2024 for a period of five years. His appointment was approved by
the shareholders under a special resolution passed at the Annual General Meeting held on
September 28,2024;
- Mr. Ashish Bhutda was appointed as a CEO & Whole-time Director
effective from November 11, 2024. His appointment was approved by the shareholders under a
special resolution passed through postal ballot on December 14,2024.
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Samson Samuel - Non Executive Director, is
liable to retire by rotation at the ensuing annual general meeting and being eligible,
offers himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment is proposed at theensuingAnnualGeneral Meeting.
The Board places on record its appreciation for valuable contribution
made by Mr. Mahesh Shah and Mr. Swetank Jain during theirtenure.
During the FY 2024-25, the non-executive directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees paid
to them for attending the meetings ofthe Board/Committee.
 Independent Directors 
Pursuant to the provisions of Section 149(7) of the Act, all
Independent Directors have submitted declarations confirming they meet criteria of
independence as provided in Section 149(6) of the Act along with Rules framed there under
and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. During the FY 2024-25, there had been no
change in the circumstances affecting their independence. In terms of Regulation 25(8) of
SEBI Listing Regulations, all Independent Directors have confirmed that they are not aware
of any circumstance or situation which exists or may be reasonably anticipated that could
impair orimpact their abilityto discharge their duties.
None ofthe Directors of your Company is disqualified for being
appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with
Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 as
amended. A certificate of non-disqualification of Directors issued by a Company Secretary
in Whole-time Practice is given separately.
The Independent Directors have also confirmed that they have complied
with the 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:
• Mr. Ashish Bhutda -CEO& Whole-time Director;
• Mr. SamirKedia - Chief Financial Officer*
• Mr. Vimal Dhruve - Company Secretary**
During the FY 2024-25, Ms. Sanu Kapoor resigned as Company Secretary
& Compliance Officer of the Company effective from August 2,2024. Mr. Vimal Dhruve was
appointed as Company Secretary effective from August 12,2024.
• Resigned w.e.f. April 30,2025 & in his place Mr. Vikash
Kabra appointed as a Chief Financial Officer w.e.f. July 14,2025 **Resigned w.e.f. June
26,2025 & in his place Ms. Charu Srivastava appointed as a Company Secretary &
Compliance Office w.e.f. July 14,2025
 Performance Evaluation 
Pursuant to section 134(3)(p) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,annual evaluation
performance of Board, its Committees and individual Directors was carried out for the FY
2024-25. The performance was evaluated after seeking inputs from all the Directors on the
basis of criteria determined by the Nomination and Remuneration Committee such as the
Board composition and structure, effectiveness of processes, information and functioning,
effectiveness and roles of committees etc. In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the Board as a whole and the Chairman of the
Company was evaluated after taking into account the views of the other Directors.
Performance of individual Directors was reviewed on the basis of criteria such as the
level of participation, meaningful discussion and constructive inputs and other requisite
matters. The performance of the Board, its Committees and individual Directors was
discussed at the meeting of the Board. The Independent Directors assessed the quality,
independence, relevance and timeliness of the flow of the information to the Board of
Directors. Performance of Independent Directors was evaluated bythe entire Board,
excluding the Independent Director being evaluated.
Based on evaluation, it emerged that the Board has an optimum level of
competency, experience, qualifications and diversity. Each Board member contributed in
his/her own manner to the collective prudence of the Board, keeping in mind his/her own
background and experience. There was active participation and adequate time was given for
various matters brought before the Board. Overall, the Board was functioning very well in
a unanimous and interactive manner.
 Familiarization Program for Independent Directors 
Details of familiarisation programmeare given in the report on
Corporate Governance.
 Policy on 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 202425. Other observations contained in the Auditors'
Report are self-explanatory and do not call for any explanations by the Board as required
under section 134(3)(f) of the Companies Act, 2013. Further, the Statutory Auditors have
not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. The
Auditors' Report is enclosed with the FinancialStatementsfortheFY 2024-25.
 Secretarial Auditor 
The Company appointed Anant Gude & Associates - Practicing Company
Secretary, to conduct the Secretarial Audit of the Company for the FY 2024-25. Their
report in prescribed Form MR-3 is appended as Annexure-I hereto. Further, pursuant to
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements Regulations),
2014, Annual Secretarial Compliance Report for the year ended March 31, 2025 is also
appended hereto. Further, the Secretarial Auditor have not reported any fraud instance.
The Secretarial Audit Report does not contain qualification or adverse remarks.
 Disclosure underthe Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 
The Company has employed women workforce and strives to make the
conducive working environment for women employees in the organisation. The Company
believes in providing a safe and harassment free workplace for every employee including
women working in the Company through various training, awareness, and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee underthe Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the FY 2024-25, no complaints with respectto sexual harassment or any discrimination were
received.
 Corporate Social Responsibility Statement 
The Company is not required to spend any amount on CSR activities,
since the Company does not fall into the criteria specified in Section 135 of the Act and
accordingly, disclosures as per Rule of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not required to be given.
 Particulars of Contract or Arrangements with
Related Parties 
During the FY 2024-25, all transactions entered into by the Company
with Related Parties were in the ordinary course of business and on an 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
toinvestorrelations@praxisretail.in.
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 onetime settlement with any bank or financial institution or
other matters not specified in this report necessitating the disclosureinthis Report.
 Acknowledgement 
Your Directors place on record their appreciation for the continued
support and co-operation provided to the Company by shareholders, customers, employees,
suppliers, other business associates, bankers, regulatory authorities and all other
stakeholders.

  

    

    
For and on behalf of the Board
    of Directors
  
  

    

    
Praxis Home Retail Limited
  
  

    

    
Ashish Bhutda
    
Samson Samuel
  
  

    
Place: Mumbai
    
CEO & Whole-Time Director
    
*Director
  
  

    
Date: September 2, 2025
    
DIN: 101810844
    
DIN: 07523995