Praxis Home Retail : Letter of offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: May 26, 2023

For Eligible Equity Shareholders only

PRAXIS HOME RETAIL LIMITED

Our Company was originally incorporated on January 31, 2011 under the Companies Act, 1956 as GRN Energy Private Limited with the Registrar of Companies, Maharashtra at Mumbai ("RoC"). Further, the name of our Company was changed to GRN Retail Private Limited and a fresh certificate of incorporation was issued on December 21, 2016 by RoC. Furthermore, the name of our Company was changed to Praxis Home Retail Private Limited and a fresh certificate of incorporation was issued on January 5, 2017 by RoC. Thereafter, our Company was converted to a public limited company and the name of our Company was changed to Praxis Home Retail Limited and a fresh certificate of incorporation was issued by the RoC on June 21, 2017. For details of change in name and registered office of our Company, see "General Information" on page 35.

Registered Office: iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East), Mumbai 400 042, Maharashtra, India;

Telephone: [phone]

Contact Person: Sanu Kapoor, Company Secretary and Compalince Officer

Email: [e-mail]; Website: www.praxisretail.in

Corporate Identity Number: L52100MH2011PLC212866

OUR PROMOTERS: KISHORE BIYANI AND FUTURE CORPORATE RESOURCES PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PRAXIS HOME RETAIL LIMITED (THE "COMPANY" OR THE

"ISSUER") ONLY

ISSUE OF UP TO 4,91,85,572 EQUITY SHARES OF FACE VALUE OF ₹5 EACH ("RIGHTS EQUITY SHARES") OF THE COMPANY FOR CASH AT A PRICE OF ₹10 EACH (INCLUDING A SHARE PREMIUM OF ₹5 PER RIGHTS EQUITY SHARE) ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT UP TO ₹4,918.56 LAKHS* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 13 RIGHTS EQUITY SHARES FOR EVERY 20 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MAY 30, 2023. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 143.

*Assuming full subscription

WILFUL DEFAULTER OR FRAUDULENT BORROWER

Neither our Company, our Promoters nor our Directors are categorised wilful defaulters or fraudulent borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk with their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" on page 16.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from BSE and NSE for listing the Rights Equity Shares to be allotted in the Issue through their letters dated May 19, 2023 and May 3, 2023, respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. BSE shall be the Designated Stock Exchange for the purpose of this Issue.

LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

PRIME SECURITIES LIMITED	LINK INTIME INDIA PRIVATE LIMITED
1109/1110, Maker Chambers V, Nariman Point	C-101, 1st Floor, 247 Park, LBS Marg, Surya Nagar, Gandhi Nagar
Mumbai - 400021, Maharashtra, India	Vikhroli (West), Mumbai - 400 083, Maharashtra, India.
Telephone: [phone]	Telephone: [phone]
Email: [e-mail]	E-mail: [e-mail]
Investor Grievance Email: [e-mail]	Investor grievance E-mail: [e-mail]
Website: www.primesec.com	Website: www.linkintime.co.in
Contact Person: Apurva Doshi	Contact Person: Sumeet Deshpande
SEBI Registration No.: INM00000075	SEBI Registration No.: INR000004058

ISSUE PROGRAMME*

ISSUE OPEN ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON#
Tuesday, June 6, 2023	Friday, June 9, 2023	Wednesday, June 14, 2023

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

#Our Board or a duly authorised committee thereof will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	9
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION	11
FORWARD LOOKING STATEMENTS	13
SUMMARY OF THIS LETTER OF OFFER	14
SECTION II - RISK FACTORS	16
SECTION III - INTRODUCTION	34
THE ISSUE	34
GENERAL INFORMATION	35
CAPITAL STRUCTURE	40
OBJECTS OF THE ISSUE	44
STATEMENT OF SPECIAL TAX BENEFITS	48
SECTION IV - ABOUT OUR COMPANY	51
INDUSTRY OVERVIEW	51
OUR BUSINESS	64
OUR MANAGEMENT	71
SECTION V: FINANCIAL INFORMATION	75
FINANCIAL STATEMENTS	75
MATERIAL DEVELOPMENTS	120
ACCOUNTING RATIOS	121
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS123
SECTION VI: LEGAL AND OTHER INFORMATION	131
OUTSTANDING LITIGATIONS AND DEFAULTS	131
GOVERNMENT AND OTHER APPROVALS	133
OTHER REGULATORY AND STATUTORY DISCLOSURES	134
SECTION VII - ISSUE RELATED INFORMATION	143
TERMS OF THE ISSUE	143
SECTION VIII - OTHER INFORMATION	173
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	173
DECLARATION	175

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in sections/ chapters titled "Industry Overview", "Statement of Special Tax Benefits", "Financial Information" and "Outstanding Litigations and Defaults" and "Terms of Issue" on pages 51, 48, 75, 131 and 143 respectively, shall have the meaning given to such terms in such sections.

General terms

Term	Description

"Praxis Home Retail Limited" or "We" or "us" or "Our Company" or "the Company" or "the Issuer"

Praxis Home Retail Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East), Mumbai 400 042, Maharashtra, India.

Company related terms

Term	Description
Articles /		Articles of	The Articles of Association of our Company, as amended from time to time.
Association / AoA
Auditor	/	Statutory	The statutory auditor of our Company, being M/s Singhi & Co, Chartered
Auditor			Accountants.
Audited		Financial	The audited financial statements of our Company for the financial year ended March
Statements/		Audited	31, 2022 which comprises of the balance sheet as at March 31, 2022, the statement of
Financial Information	profit and loss, including other comprehensive income, the cash flow statement and
			the statement of changes in equity for the year March 31, 2022, and notes to the
			financial statements, including a summary of significant accounting policies and other
			explanatory information. For details, see "Financial Statements" on page 75.
Board / Board of Directors	Board of Directors of our Company, including any committees thereof.
Corporate Promoter	Future Corporate Resources Private Limited.
Equity Share(s)	The equity shares of our Company of a face value of ₹5 each, unless otherwise
			specified in the context thereof.
Independent Director(s)	The independent director(s) of our Company, in terms of Section 2(47) and Section
			149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI Listing
			Regulations.
Individual Promoter	Kishore Biyani
Key		Management	Key management/ managerial personnel of our Company in accordance with
Personnel / KMP/SMP	Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described in "Our
			Management - Key Managerial Personnel" on page 73.
Limited Review Report	Report dated February 6, 2023 prepared by the statutory auditors of our Company, M/s
			Singhi & Co, Chartered Accountants on the unaudited financials results of our
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Term	Description
		Company for the nine month ended on December 31, 2022.
Memorandum	/	Memorandum of association of our Company, as amended from time to time.
Memorandum	of
Association / MoA
Preference Shares	The 9 % redeemable non-cumilative preference shares of a face value of ₹100 of our
		Company each, unless otherwise specified in the context thereof.
Promoter(s)		The Promoters of our Company, namely Kishore Biyani and Future Corporate
		Resources Private Limited.
Promoter Group	The persons and entities constituting the promoter group of our Company in terms of
		Regulation 2(1) (pp) of the SEBI ICDR Regulations.
Registered Office	The registered office of our Company located at iThink Techno Campus, Jolly Board
		Tower D, Ground Floor, Kanjurmarg (East), Mumbai 400 042.
Registrar of	Companies/	The Registrar of Companies, Maharashtra at Mumbai.
RoC
Shareholders	/ Equity	The equity shareholders of our Company, from time to time.
Shareholder
SVAR Plan-2018	Praxis Home Retail Limited Share Value Appreciation Rights Plan -2018 pursuant to
		a special resolution passed by the shareholders of our Company on September 18,
		2018.
Praxis ESOP - 2021	Praxis Home Retail Limited Employee Stock Option Plan - 2021 pursuant to a special
		resolution passed by the shareholders of our Company on December 13, 2021.
Limited	Review	The limited review unaudited financial results for the nine months ended December
Unaudited	Financial	31, 2022 prepared in accordance with Regulation 33 of the SEBI (Listing Obligations
Statements/	Limited	and Disclosure Requirements) Regulations, 2015, including the notes thereto.
Review	Unaudited
Financial Results
Issue related terms
Term	Description
Abridged Letter of Offer	The abridged letter of offer to be sent to the Eligible Equity Shareholders of our
/ ALOF		Company with respect to this Issue in accordance with the SEBI ICDR Regulations
		and the Companies Act.
Additional Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
Shares / Additional	Entitlement.
Equity Shares
Allot / Allotted /	Unless the context otherwise requires, the allotment of Rights Equity Shares pursuant
Allotment		to the Issue.
Allotment Account(s)	The accounts opened with the Banker to the Issue, into which the amounts blocked by
		Application Supported by Blocked Amount in the ASBA Account, with respect to
		successful Applicants will be transferred on the Transfer Date in accordance with
		Section 40(3) of the Companies Act.
Allotment Account	Bank(s) which are clearing members and registered with SEBI as bankers to an issue
Bank/Banker to	and with whom the Allotment Account(s) will be opened, in this case being RBL Bank
Issue/Refund Bank	Limited.
Allotment Advice	Note, advice or intimation of Allotment sent to each successful Applicant who has been
		or is to be Allotted and the Rights Equity Shares pursuant to this Issue.
Allotment Date	Date on which the Allotment is made pursuant to this Issue.
Allottee(s)		Persons to whom the Rights Equity Shares are Allotted pursuant to the Issue.
Applicant(s) / Investor(s)	Eligible Equity Shareholder(s) and/or Renouncees who are entitled to make an
		application for the Equity Shares in terms of this Letter of Offer.
Application		Application made (i) through submission of the Application Form or plain paper
		Application to the Designated Branch(es) of the SCSBs or online/ electronic
		application through the website of the SCSBs (if made available by such SCSBs) under
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Term				Description
	the ASBA process to subscribe to the Rights Equity Shares at the Issue Price.
Application Form	Form in terms of which an Applicant shall make an application to subscribe to the
	Rights Equity Shares pursuant to the Issue, including plain-paper applications and
	online application form available for submission of application though the website of
	the SCSBs (if made available by such SCSBs) under the ASBA process
Application Money	Aggregate amount payable in respect of the Rights Equity Shares applied for in the
	Issue at the Issue Price.
Application Supported	The application (whether physical or electronic) used by an Applicant(s) to make an
by Blocked Amount /	application authorizing the SCSB to block the amount payable on application in their
ASBA	ASBA Account maintained with such SCSB.
ASBA Account	An account maintained with an SCSB and as specified in the Application Form or plain
	paper Application, as the case may be, by the Applicant for blocking the amount
	mentioned in the Application Form or in the plain paper.
ASBA Applicants /	Applicants / Investors who make Application in this Issue using the ASBA Process.
ASBA Investors
ASBA Circulars	Collectively,	the	SEBI	circular	bearing	reference	number
	SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, the SEBI circular
	bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, the SEBI
	circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and the SEBI
	Circular SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022.
Banker to the Company	RBL Bank Limited
Banker to the Issue	RBL Bank Limited
Banker to the Issue	Agreement dated May 24, 2023 amongst our Company, the Lead Manager, the
Agreement	Registrar to the Issue and the Banker to the Issue for transfer of funds to the Allotment
	Account, refunds of the amounts collected from Applicants/Investors and providing
	such other facilities and services as specified in the agreement.
Basis of Allotment	The basis on which the Rights Equity Shares will be Allotted to successful applicants
	in consultation with the Designated Stock Exchange under this Issue and which is
	described in "Terms of the Issue" on page 143.
Controlling Branches /	Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar
Controlling Branches of	to the Issue and the Stock Exchanges, a list of which is available on
the SCSBs	https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
	d=34, updated from time to time, or at such other website as may be prescribed by
	SEBI from time to time.
Demographic Details	Details of Investors including the Investor's address, name of the Investor's father/
	husband, investor status, occupation and bank account details, where applicable.
Designated Branches	Such branches of the SCSBs which shall collect the Application Form or the plain
	paper Application, as the case may be, from the Investors and a list of which is
	available on the website of SEBI and/or such other website(s) as may be prescribed by
	the SEBI or the Stock Exchange(s), from time to time.
Designated Stock	BSE Limited
Exchange
Depository(ies)	NSDL and CDSL or any other depository registered with SEBI under the Securities
	and Exchange Board of India (Depositories and Participants) Regulations, 2018 as
	amended from time to time read with the Depositories Act, 1996.
Letter of Offer / LOF	This letter of offer dated May 26, 2023 filed with the Stock Exchanges including any
	addenda or corrigenda thereto.
Equity Shareholder(s) /	The holders of Equity Shares of our Company.
Shareholder(s)
Eligible Equity	Holder(s) of the Equity Shares as on the Record Date, i.e., May 30, 2023
Shareholder(s)
ISIN	International Securities Identification Number.
Issue / Rights Issue	Issue of up to 4,91,85,572 Rights Equity Shares for cash at a price of ₹ 10 per Rights

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