Praxis Home Retail Limited — Proxy Solicitation & Information Statement 2023

Jun 1, 2023

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Ref: PHRL:2023-24/

Date: June 01, 2023

To
BSE Limited	National Stock Exchange of India Limited
Dept. of Corporate Services	Listing Department
25thFloor, P J Towers,	Exchange Plaza, Bandra Kurla Complex,
Dalal Street,	Bandra (East)
Mumbai – 400001.	Mumbai – 400051.
Scrip Code: 540901	Symbol: PRAXIS

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated June 01, 2023, that has been send to the Members of the Company for seeking their approval by means of Postal Ballot via voting through electronic means only, in compliance with the General Circulars issued by the Ministry of Corporate Affairs in this regard.

In terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management & Administration) Rules, 2014 (as amended), the cut-off date to determine the eligibility of the Shareholders to cast their vote by remote e-voting is fixed as Tuesday, May 30, 2023 . The Company has engaged the services of National Securities Depository Services Limited (NSDL) to provide remote e-voting facility to its Members and the remote e-voting period begins on Saturday, June 03, 2023 9:00 a.m. (IST) and ends on Sunday, July 02, 2023 5:00 p.m. (IST).

The said Notice is also available on the Company’s website i.e. https://www.praxisretail.in/postal-ballot-new.html and on the website of NSDL at https://www.evoting.nsdl.com

You are requested take the above information on your record.

Thanking you,

Yours faithfully, For PRAXIS HOME RETAIL LIMITED

SANU Digitally signed by SANU VISHAL VISHAL KAPOOR Date: 2023.06.01 KAPOOR 16:15:02 +05'30' Sanu Kapoor Company Secretary

Encl: As above

PRAXIS HOME RETAIL LIMITED

CIN: L52100MH2011PLC212866

Registered Office: iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East), Mumbai 400 042 IN Tel: +91 22 6882 4900; Fax: +91 22 6882 4801; website: www.praxisretail.in; e-mail: investorrelations@praxisretail.in

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PRAXIS HOME RETAIL LIMITED

Registered Office: iThink Techno Campus, Jolly Board Tower D, Ground Floor Kanjurmarg (East), Mumbai-400042. Tel. No.: +91 22 6882 4900; Fax No.: +91 22 6882 4801; CIN: L52100MH2011PLC212866 Website : www.praxisretail.in ; e-mail: investorrelations@praxisretail.in

CIN: L52100MH2011PLC212866

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108 and 110 of the Companies Act, 2013 (“ the Act”) and other applicable provisions, if any, of the Act read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , Secretarial Standard issued by the Institute of Company Secretaries of India on General Meetings (“SS2”) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA” ) (hereinafter collectively referred to as “MCA Circulars” ), Regulation and subject to other applicable laws and regulations, the resolutions as set out below are proposed to be passed by the Shareholders of Praxis Home Retail Limited (“the Company”) by means of Postal Ballot, only by voting through electronic means (remote e-voting).

Explanatory Statement pursuant to Section 102 of the Act, Section 110 of the Act, and other applicable provisions, if any, pertaining to the resolutions setting out material facts and reasons thereof, is annexed to this Postal Ballot Notice for your consideration.

In compliance with the aforesaid MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent ( ‘RTA’ ) /Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting system. The detailed procedure for remote e- voting forms part of the ‘Notes’ section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited ( ‘NSDL’ ) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice.

The Board of Directors of the Company has appointed Mr. Anant Gude, a Practicing Company Secretary (Membership No. ACS 7219 and CP No. 18623), as the Scrutinizer for conducting the postal ballot process through e-voting in a fair and transparent manner.

Members desirous of exercising their votes through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5.00 p.m. (IST) on Sunday July 02, 2023. The remote e-voting facility will be disabled by NSDL immediately thereafter.

RESOLUTION:

SPECIAL BUSINESS:

APPROVAL FOR THE APPOINTMENT OF MS. LYNETTE ROBERT MONTEIRO (DIN: 07901400) AS A NONEXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to assent/dissent the following resolution as an Ordinary Resolution :

“ RESOLVED THAT Ms. Lynette Monteiro (DIN: 07901400), who was appointed as an Additional Director in the capacity of ‘Non-Executive Non-Independent Director’ of the Company with effect from April 13, 2023, by the Board of Directors of the Company pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and in respect of whom, Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member proposing her candidature for the office of Director, be and is hereby appointed as the Director of the Company, whose period of office shall be liable to retire by rotation.

RESOLVED FURTHER THAT any Director of the Company, the Chief Financial Officer and the Company Secretary of the Company, be and are hereby severally authorised to perform and execute all such acts, deeds, matters and things including but not limited to making intimation/filings to stock exchange and to execute all other documents required to be filed in the above connection and to settle all such questions, difficulties or doubts, whatsoever, which may arise and amend such details and to represent before such authorities as may be required and to take all such steps and decisions in this regard to give full effect to this resolution.”

By order of the Board of Directors For PRAXIS HOME RETAIL LIMITED

Sd/Sanu Kapoor Company Secretary

Mumbai, June 01, 2023

Registered Office:

iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East), Mumbai MH 400042 IN Tel No.: +91 22 6882 4900 Fax No.: +91 22 6882 4801 Email: sanu.kapoor@praxisretail.in Website: www.praxisretail.in CIN: L52100MH2011PLC212866

Notes:

1. The Explanatory Statement pursuant to Section 102 of the Act, Section 110 of the Act, and other applicable provisions, if any, pertaining to the resolutions setting out material facts and reasons thereof, is annexed to this Postal Ballot Notice for your consideration.

2. Members whose names appear on the Register of Members / List of Beneficial Owners as on cut-off date i.e. Tuesday, May 30, 2023 will be considered for the purpose of remote e-voting.

3. For receiving copy of Postal Ballot Notice electronically, Shareholders who have not yet registered their email addresses are requested to send an email to rnt.helpdesk@linkintime.co.in or investorrelations@praxisretail.in by mentioning the Shareholder Name, Folio No. / DP ID and Client ID.

4. In line with the MCA Circulars, the Notice will also be available on the Company’s website www.praxisretail.in for download. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Notice is also disseminated on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

5. Pursuant to the provisions of SEBI circular no. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023 w.r.t. "Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination", all the shareholders holding shares in physical form are requested to approach for furnishing their PAN, Nomination, Contact details, Bank Account details and Specimen signature for their corresponding folio numbers etc. to the Registrar and Transfer Agents of the Company (“RTA”) viz. M/s. Link Intime India Private Limited in the format/mode as prescribed under above mentioned SEBI Circular. The shareholders can also reach the RTA at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083 or Email at - rnt.helpdesk@linkintime.co.in for any clarification. Please note that the folios wherein any of the above cited document/details are not available on or after October 01, 2023, shall be frozen by the RTA of the Company as per above mentioned SEBI Circular. Shareholders holding shares in dematerialized form are requested to approach their respective Depository Participants for updating above mentioned details.

6. The Shareholders who still hold share certificate(s) in physical form are advised to dematerialize their shareholding to avail the benefits of dematerialization, which includes easy liquidity, since trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty and elimination of any possibility of loss of documents. Further, effective April 1, 2019 requests for effecting transfer of securities are not being processed unless the securities are held in a dematerialized form with a depository. SEBI vide its circular dated January 25, 2022 has also advised listed companies and Registrar & Transfer Agents to issue shares in dematerialised form while processing service requests for transmission, transposition, issue of duplicate certificates, renewal, splitting, consolidation of share certificate etc. Therefore, the Shareholders who still hold share certificate(s) in physical form are advised to dematerialize their shareholding at the earliest.

7. Pursuant to MCA Circulars, the Notice is being sent to the Shareholders of the Company only by email. Further, the Shareholders holding shares in physical form or other Shareholders who have not registered their email address with the Company can get the same registered by approaching the Registrar and Transfer Agents of the Company (RTA) viz. M/s. Link Intime India Private Limited, C- 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083, Email ID - rnt.helpdesk@linkintime.co.in mentioning name & address of the Shareholders alongwith a selfattested copy of the PAN card and self-attested copy of any document i.e. Driving License, Election Identity card, Passport for address proof. Shareholders holding shares in demat form are requested to update their email address with their Depository.

8. During the Remote e-voting period, all documents referred to in this Notice and other relevant documents would be available for inspection by the Shareholders in electronic mode only until the last date of remote e-voting and Shareholders can inspect the same by sending an email at investorrelations@praxisretail.in

9. The last date of the remote e-voting i.e. Sunday, July 02, 2023, shall be the date on which the resolutions would be deemed to have been passed, if passed by the requisite majority.

10. A Shareholder need not use all his/her/its votes nor does he/she/it need to cast all his/her/its votes in the same way.

11. Voting through electronic means:

In terms of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 as amended and the relevant MCA Circulars and SEBI Circular No . SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 (SEBI Circular), Secretarial Standards

on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any amendments thereto, the Company is pleased to provide the e-voting facility to its Shareholders holding shares in physical or dematerialized form, as on the cut-off date, being Tuesday, May 30, 2023 to exercise their right to vote by electronic means on the businesses specified in the Notice. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means.

The Remote E-voting period commences on Saturday, June 03, 2023 at 9:00 a.m. (IST) and ends on Sunday, July 02, 2023 at 5:00 p.m. (IST). During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member he or she will not be allowed to changed it subsequently.

A person who is not a shareholder as on cut-off date should treat this Notice for information purposes only. Any Person who becomes a shareholder of the Company after dispatch of Notice and holding shares as on cut-off date shall also follow the procedure stated herein. The voting rights of the Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date.

The Board of Directors of the Company has appointed Mr. Anant Gude, a Practicing Company Secretary (Membership No. ACS 7219 and C P No. 18623), as the Scrutinizer for conducting the postal ballot process through e-voting in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman after completion of the security of the e-votes submitted. The Scrutiniser’s decision on the validity of the e-votes shall be final.The results shall be declared within 2 working days of conclusion of remote e-voting period and displayed at the Registered Office of the Company on or before Tuesday, July 04, 2023 and communicated to the Stock Exchanges. The Results of remote evoting as declared along with the Scrutiniser’s Report(s) shall be intimated to the Stock Exchanges i.e. BSE Ltd. and National Stock Exchange of India Limited and the same shall be simultaneously published on the website of the Company www.praxisretail.in and on the website of NSDL www.evoting.nsdl.com.

1. Shareholders cannot exercise votes by proxy on Postal Ballot.

13. General Instructions for Remote E-voting:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under

e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evotingisinprogress and also able

to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at 022 - 4886 7000 and 022-2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 2255 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat **(NSDLor CDSL) or Physical **	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is IN300 and Client ID is 12thenyouruser ID isIN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID. For example if your Beneficiary ID is 12** thenyouruser ID is12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example if folio number is 001 and EVEN is 101456 thenuser ID is101456001

1. Password details for shareholders other than Individual shareholders are given below: a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c. How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

4. d. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to ngvg@rediffmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investorrelations@praxisretail.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self -attested scanned copy of Aadhar Card) to investorrelations@praxisretail.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required under Section 102 read with Section 110 of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to the special businesses mentioned in the accompanying Notice.

Ms. Lynette Monteiro has been appointed as an Additional Director in the capacity of a Non-Executive Non-Independent Director of the Company with effect from April 13, 2023. In terms of the provisions of Section 161 of the Companies Act, 2013, she shall hold office up to the next Annual General Meeting (AGM) and as such the approval of the shareholders is required to be taken at the next AGM only to be held in the year 2023 in terms of the provisions of the Companies Act, 2013. However, in terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a listed entity shall ensure that the approval of the Shareholders for the appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Since it would be necessary to obtain approval of the shareholders on or before July 12, 2023 in terms of the provisions of the Listing Regulations, it is proposed to obtain approval of the Shareholders for her appointment by way of Postal Ballot. On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company , recommended the appointment of Ms. Lynette Robert Monteiro as the Director in the capacity of a Non-Executive NonIndependent Director of the Company.

The details of Ms. Lynette Monteiro required to be given in terms of Regulation 36 of the Listing Regulations & brief Profile are provided in the attached ‘ Annexure I ’.

In light of above, you are requested to accord your approval to the Ordinary Resolution as set out in the Notice.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out in the Notice.

By Order of the Board For PRAXIS HOME RETAIL LIMITED

Sd/Sanu Kapoor Company Secretary ACS: 14065

Mumbai, June 01, 2023

Registered Office : iThink Techno Campus, Jolly Board Tower -D, Ground Floor, Kanjur Marg (East), Mumbai – 400042

Tel No.: +91 22 6882 4900 Fax No.: +91 22 6882 4801 e-mail: investorrelations@praxisretail.in; Website: www.praxisretail.in

Annexure I

The details of Ms. Lynette Robert Monteiro required to be given in terms of Regulation 36 of the Listing Regulations & Brief Profile.

Brief Profile: Ms. Lynette Robert Monteiro is a Commerce graduate & a Bachelor of Law from the University of Mumbai. She has rich experience of more than 2 decades. She has been associated with the Future Group for over 17 years and has worked in various capacities. In her current role, she is heading Properties Division of the Group for North India and her expertise includes expanding footprint of various retail formats of the Group including property sourcing, site selection, negotiation, contract management, and builder relations.

Sr. No.	Particulars		Details of Director
1	Name of Director		Ms. Lynette Robert Monteiro
2	Age		50years
3	Qualification		Commerce graduate & an LLB (Gen) from the University of Mumbai
4	Experience		2 decades of experience footprint of various retail formats of the Group including property sourcing, site selection, negotiation, contract management, and builder relations.
5	Details of remuneration to be paid, if any		No remuneration is proposed to be paid except sitting fees for attending the meetings of the Board and / or committees, if any, within the limitsprescribed bythe Companies Act, 2013
6	Date of first appointment to the Board		Not Applicable
7	Shareholdingin the Company		Nil
8	Relationshipwith other Directors/ KMPs		No
9	No. of meetings attended duringtheyear		Not Applicable
10	In case of Independent Directors, justification for choosingthe appointee		Not Applicable
11	Directorships, Memberships / Chairmanship of Committees		Public Companies: 1. Apollo Design Apparel Parks Limited 2. FLFL Lifestyle Brands Limited

By order of the Board of Directors For PRAXIS HOME RETAIL LIMITED Sd/Sanu Kapoor Company Secretary

Mumbai, June 01, 2023

Registered Office:

iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East), Mumbai MH 400042 IN Tel No.: +91 22 6882 4900 Fax No.: +91 22 6882 4801 Email: sanu.kapoor@praxisretail.in Website: www.praxisretail.in CIN: L52100MH2011PLC212866