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

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

2. BasisforDisclaimerofOpinion

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

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

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

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

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

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

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

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

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

3. Material Uncertainty Related to Going Concern

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

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

4. KeyAuditMatters

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

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

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

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

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

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

6. Responsibilities of Management and Those Charged
withGovernanceforthefinancialstatements

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

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

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

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

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

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

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

8. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

g. With respect to the adequacy of the internal

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

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

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

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

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

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

iv. (a) The Management has represented that to

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

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

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

v. No dividend has been declared or paid during

the year by the Company.

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

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

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

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

Ravi Kapoor

Partner

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